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Shikhar Consultants Ltd.

BSE: 526883 Sector: Financials
NSE: N.A. ISIN Code: INE641B01011
BSE 05:30 | 01 Jan Shikhar Consultants Ltd
NSE 05:30 | 01 Jan Shikhar Consultants Ltd

Shikhar Consultants Ltd. (SHIKHARCONS) - Director Report

Company director report

To the Members

Your Company's Directors are pleased to present the 25th Annual Report ofthe Company along with Audited Accounts for the financial year ended March 31 2018.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Sr. No Particulars For the Period
2017-2018 2016-2017
1. Income / (Loss) from operation - 810000
2. Other Income 55096 -
3. Total Income / (Loss) 55096 810000
4. Total Expenditure 1399472 586530
5. Profit / (loss) before depreciation and taxation (1344376) 223470
6. Depreciation - -
7. Profit / (Loss) before Tax (1344376) 223470
8. Net Profit / (loss) after Taxes (1344376) 223470
9. Reserves and Surplus (18232128) (16887752)

2. SHARE CAPITAL

The details of authorized and paid-up equity shares of the Company are as follows:

(Amount in INR)
Particulars As at March 31 2018 As at March 31 2017
Authorized Capital
5000000 (March 31 2018: 5000000) Equity Shares of Rs. 10 each 50000000 50000000
50000000 50000000
Issued Subscribed and Paid up Capital
4535500 (March 31 2018: 4535500) Equity Shares of Rs. 10 each fully paid up 45355000 45355000
Total 45355000 45355000

3. DIVIDEND

In the absence of adequate profit during the year directors are unable to recommendany dividend.

4. TRANSFER TO RESERVES

The company did not transfer any amounts to General Reserve during the year.

5. COMPANY S PERFORMANCE

The sales and other income for the year under review is INR 55096 compared to INR810000 of the previous year and has loss after tax of INR -1344376 as compared to profitof INR 153173 in the previous year.

Your Company is undertaking active efforts towards accelerating the growth speed and isoptimistic about better performance in the future.

6. SUBSIDIARY COMPANIES

The Company is not having any subsidiary or an associate company.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

(a) In the preparation of the annual accounts for the year ended March 31 2018 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 judgments 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 312018 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 have prepared the annual accounts on a ‘going concern' basis.

(e) The Company being unlisted sub clause (e) of section 134(3) of the Companies Act2013 pertaining to laying down internal financial controls is not applicable to theCompany.

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Mr. Rajesh Daga being eligible offer himself for re-appointment.

(b) There were changes in directorship of the Company till the date of signing boardreport as mentioned under:

Sr. No. Particular Appointed/ Cessation Date of Appointment Date of Cessation
1. Rajesh Daga Appointed 28/02/2018 -
2. Jeetmal Asawa Appointed 28/02/2018 -
3. Ghanshyam Biyani Appointed 24/08/2017 -
4. Rashmi Biyani Appointed 24/08/2017 -
5. Shekhar Asawa Resignation - 27/02/2018
6. Babulal Agrawal Resignation - 05/10/2017
7. Krishnagopal Chandak Resignation - 27/02/2018
8. Amit Soni Resignation - 27/02/2018

9. BOARD OF DIRECTOR:

Composition and category of Directors

The Board of Directors of the company consists of 4 Directors and all are having richexperience in various business fields.

During the Financial Year 2017-2018 Six Board Meetings were held. The Maximum time gapbetween any two consecutive meetings of the Board of Directors of the Company was not morethan One Hundred and Twenty Days (120 days).

The Last Annual General Meeting of the Company was held on28th September 2017 at 2.00p.m.

The following Table gives details of directors attendance of Directors at the boardmeeting and at the last annual general meeting number of membership held by directors inthe various board/ committee.

Name of Director Category No. of Directorship held in other Companies1 Committee Membership in other Companies (member/Chairman) No. of Board Meeting attended during the year Last AGM Attended
Rajesh Daga Executive Non- Independent 01 NIL 02 Yes
Jeetmal Asawa Executive Non- Independent 01 NIL 02 Yes
Rashmi Bihani Non- Executive Independent NIL NIL 04 Yes
Ghanshyam Biyani Executive Non- Independent NIL NIL 04 Yes

Notes1: excludes directorship held in Private Limited Companies foreigncompanies and companies under section 8 of the Companies Act 2013 trust and alternatedirectorship as per Regulation 26 of the Securities Exchange Board of India (ListingObligation and Disclosure Requirements) Regulation 2015.

Notes2:Shekhar J. Asawa Non Executive Director has been resigned on27.02.2018

Notes3:Krishnagopal Chandak Non Executive Director has been resigned on27.02.2018

Notes4: Rajesh Daga Executive Director has been appointed as on 28.02.2018

Notes5: Jeetmal Asawa Executive Director has been appointed as on 28.02.2018

Notes6: Rajesh Daga Executive Director has been appointed as on 28.02.2018

Notes7: Babulal Agrawal Non Executive Director has been resigned on05.10.2017

10. AUDIT COMMITTEE:

(a) In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations2015 and Companies Act 2013 the Company is having an Audit Committee comprising ofIndependent Directors. The Audit Committee acts in accordance with the terms of referencespecified from time to time by the Board.

(b) The Audit Committee consists of three directors.

Terms of Reference:

The brief description of terms of reference of the audit committee is oversee theCompany's Financial reporting system and disclosure of financial information to reviewreport of statutory auditor and to ensure adequate follow up action and reviewingcompliance with accounting standards.

The Audit Committee has adequate powers to carry out its functions as per Securitiesand Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations2015.

Composition and Meetings of the Audit Committee:

The Audit Committee has held 4 meeting during the financial year 2016-2017

Name of the members Designation Audit Committee Meeting Held Meetings Attended
1. Rajesh Daga Chairman 4 1
2. Jeetmal Asawa Member 4 1
3. Rashmi Bihani Member 4 4
4. Shekhar Asawa Member 4 3

11. REMUNEARATION COMMITTEE:

The Company has not constituted any remuneration committee as no remuneration is paidto the directors. Further Company has not paid any sitting fees to the directors' duringthe year.

12. SHAREHOLDERS /INVESTOTS S GRIEVANCE COMMITTEE:

The Board constituted a Shareholders'/Investors' Grievance Committee. The Committeeconsists of three Directors Mr. Ghanashyam Bihani Non-Executive Independent Director ishead of this Committee. Other two namely Mr. Rajesh Daga and Mr. Jeetmal Asawa are membersof the Committee. The Committee meets at regular intervals to consider interaliashareholders' complaints if any received like non/delay in transfer of sharesnon-receipt of balance-sheet etc to the satisfaction of complainants. The committeeoverseas the performance of the Registrar and Share Transfer Agent and also deals with thematters relating to approval of transfer/transmission/subdivision and consolidation ofshares certificate issue of duplicate share certificates dematerialization andrematerilasation of shares etc.

During the year No letters/queries received from shareholders. At the end of financialyear there are no any queries pending for compliance.

13. GENERAL BODY MEETING:

Location and time where the last three Annual general meeting were held are givenbelow;

Financial Year Date Location Time
2014-2015 30.09.2015 A-41 Nandjyot Indl.Estate A.K.Road Sakinaka Andheri (E) Mumbai – 400072 2.00 PM
2015-2016 30.09.2016 A-41 Nandjyot Indl.Estate A.K.Road Sakinaka Andheri (E) Mumbai – 400072 2.00 PM
2016-2017 28.09.2017 A-41 Nandjyot Indl.Estate A.K.Road Sakinaka Andheri (E) Mumbai – 400072 2.00 PM

14. INTERNAL FINANCIAL CONTROL

Company has maintained adequate internal financial control with reference to financialstatements as per Rule 8(5)(viii) of Companies (Accounts) Rules 2014.

15. APPOINTMENT OF AUDITORS

M/s. RDB & Associates Chartered Accountants Ahmednagar proposed to be appointedas the Statutory Auditors of the Company at the 24th AGM being held on 28thSeptember 2017 to hold office until the conclusion of the 28th AGM subject tothe approval of Member at the ensuing Annual General Meeting and to hold office at ensuingAnnual General Meeting held for the Financial Year 2017-18 till the conclusion of AnnualGeneral Meeting held for the Financial Year 2021-22 of the Company subject toratification as to the said appointment at every Annual General Meeting. As required underthe provisions of Section 139 of the Companies Act 2013 the Company has obtained writtenconfirmation from M/s. RDB & Associates that their appointment if made would be inconformity with the limits specified in the said Section.

16. AUDITORS REPORT

The auditors' report contains qualifications which are as follows:

Qualified Opinion:

The Company had suspended from the Bombay Stock Exchange since long time due tonon-compliance with the provisions of the Listing Agreement of the Stock Exchange.Further the Company has not been submitted quarterly/ half yearly (every six months)/annual basis Limited Review Report/ Audit Report to the Stock Exchange as required by theClause 41 of the Listing Agreement/ Regulation 33 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Provision has been made in books of account inrespect of penalties which may be levied on the Company for aforesaid non-compliances. Anypenalties that may be levied by the Stock Exchange for such non compliances cannotpresently be determined.

Except for the indeterminate effects of the matter described in above paragraph theaccompanying financial statements give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2018 and its profit and its cash flows for the year ended on that date.

Comments of Board of Directors:

The boards of directors are in process to comply of the above requirement with the helpof professional experts.

17. RISK MANAGEMENT

The board of directors of the Company has framed and implemented a risk managementpolicy. The boards of directors are also responsible for reviewing the risk managementplan and ensuring its effectiveness and oversight in the area of financial risks andcontrols. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.

18. TRANSACTIONS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended31st March 2017 were on an arm's length basis and were in the ordinary course ofbusiness. Therefore the provisions of Section 188 of the Companies Act 2013 were notattracted. Further there are no materially significant related party transactions duringthe year under review made by the Company with Promoters Directors or other designatedpersons which may have a potential conflict with the interest of the Company at large.Thus disclosure in Form AOC-2 is not required.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has abided with section 186 of the Companies Act 2013 for loan andinvestment made by the company. Refer Annexure-I for detail.

20. EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Act the extract of annual return is given inAnnexure II in the prescribed Form MGT-9 which forms part of this report.

21. PARTICULARS OF EMPLOYEES

As on 31st March 2018 the provisions of Section 197 read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company. None of the top ten employees in term of remuneration havedrawn remuneration in the year.

22. DEPOSITS

During the year the Company has not accepted any deposits under the provisions of theCompanies Act 2013.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The Company has nothing to report in respect of information on conservation of energyand technology absorption as required under Section 134 of the Companies Act 2013 readwith Companies (Account) Rules 2014 since the Company is not engaged in manufacturing orprocessing business.

The Company has not earned and spent any Foreign Exchange during the Financial Year2017-18.

24. MANAGEMENT DISCUSSIONS AND ANALYSIS

1. Industry structure & developments:--

We are finance & Investment Company and main business activity is granting of loans& advances and investing/dealing in shares & securities. A potentiality ofdevelopment is very high as capital market & money market sector of economy is verybigger.

2. Opportunities & threats:--

Capital market is very much uncertain as well as financing is also risky business. Atthe same time there is a great opportunity of earning good profitability also. In shortmore profit more the risk slogan is perfectly associated for finance & capital marketbusiness

3. Segment wise performance:--

Report on segment wise performance is given in note 24 to the accounts.

4. Outlook:--

The capital market & money market performance is depending upon the credit policygovernment stability industrial development & piece international trends etc.

5. Risk & concern:--

Capital market & money market is more risk-prone & concern should also beengiven to industrial development which depends upon the demand of products availability offunds in market etc.

6. Internal control system & their adequacy:-

Internal control system of the company is adequate and in commensurate with the size ofthe company and the nature of its business.

25. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of thecompany have taken place between the end of the financial year of the Company to whichfinancial statements relate and the date of report.

26. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY:

The Company being registered as a Non-Banking Financial Institution on 20thApril 1998 In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting orHolding) Companies Prudential Norms (Reserve Bank) Directions 2007. Your Company iscategorized as a Non-deposit taking Non-Banking Financial Company. The Company has notaccepted any deposits from the public during the year pursuant to the provisions ofSection 73 of the Companies Act 2013.

27. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual directors on the basis of evaluationcriteria suggested by the Nomination and Remuneration Committee. Accordingly the Boardhas carried out an evaluation of its performance after taking into consideration variousperformance related aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties remunerationobligations and governance. The performance evaluation of the Board as a whole andChairman and the Non-Independent Directors was also carried out by the IndependentDirectors in their meeting. Similarly the performance of various committees individualindependent and Non independent Directors was evaluated by the entire Board of Directors(excluding the Director being evaluated) on various parameters like engagement analysisdecision making communication and interest of stakeholders. The Board of Directorsexpressed its satisfaction with the performance of the Board its committees andindividual directors.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior of the company has adopted a vigil mechanismpolicy.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

During the year under review no case of sexual harassment against women employees atany of its work place department was reported.

30. ACKNOWLEDGEMENT

Your Directors take this opportunity to express the gratitude to all investorsclients vendors bankers Regulatory and Government authorities and business associatesfor their cooperation encouragement and continued support extended to the Company. YourDirectors also wish to place on record their appreciation to the Associates for theircontinuing support and unstinting efforts in ensuring an excellent all round operationalperformance at all levels.

For and on behalf of the Board of Directors
For Shikhar Consultants Ltd
Rajesh Daga Jeetmal Asawa
Place: Mumbai Director Director
Date: December 3rd 2018 DIN: 03249957 DIN: 07798244

Annexure-I

Particulars of Loans:

Amount outstanding as at 31st March 2018

Particulars Amount (Rs.)
Loans 29208500

Details of Loans during the Financial Year 2017-18

Name of Entity/ Individuals Relation and purpose of the loans Amount (Rs.)
Core Crushing Equipment Pvt.Ltd Business 1283500
Madhulika Mundhra Business 1200000
Signor Finance Pvt Ltd. Business 9625000
Sarita Shah Business 5500000
Blissful Traders Pvt Ltd Business 1300000
Aakar Enterprises Business 1100000
Alken Amnagment and Financial Services Business 1800000
Manoj Agrawal Business 1000000
Om Prakash agrawal Business 2400000
Sangeeta More Business 1500000
Sunil Modi & Co. Business 2500000

 

For and on behalf of the Board of Directors
For Shikhar Consultants Ltd
Rajesh Daga Jeetmal Asawa
Place: Mumbai Director Director
Date: December 3rd 2018 DIN: 03249957 DIN: 07798244