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Shiv Kamal Impex Ltd.

BSE: 539683 Sector: Financials
NSE: N.A. ISIN Code: INE429R01017
BSE 05:30 | 01 Jan Shiv Kamal Impex Ltd
NSE 05:30 | 01 Jan Shiv Kamal Impex Ltd

Shiv Kamal Impex Ltd. (SHIVKAMALIMPEX) - Director Report

Company director report

To

The Members

Shivkamal Impex Limited

Your Directors have pleasure in presenting the 36th Annual Report on thebusiness and operations of the Company together with the audited Financial Statements ofthe Company for the financial year ended March 31 2021.

FINANCIAL PERFORMANCE.

A summary of the financial performance of the Company during the financial year 2020-21along with previous year figures are given below:

PARTICULARS FY 2020-21 FY 2019-20
Total Income 3254782 3747385
Profit before Tax 2197635 2707070
Less: Tax Expense 553101 681738
Profit for the year 1644534 2025332
Other Compressive Income/(Loss) for the year net of Income Tax - -
Total Comprehensive Income 1644534 2025332

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 and 134 of the Companies Act 2013 read withthe allied Rules the Annual Return of the Company for Financial Year ended March 31 2021will be available on the website of the company i.e. www.shivkamalimpex.com.

NUMBER OF BOARD MEETINGS

The Board of Directors of the Company meets at regular intervals to take businessdecisions and to discuss the performance of the Company. During the financial year endedMarch 31 2021 the Board of Directors met six times viz. on 23/06/2020 31/07/202027/08/2020 14/09/2020 07/11/2020 & 12/02/2021.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors hereby confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

ii. they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

FRAUD REPORTING

During the year under review no incident of fraud has been reported by the Auditors tothe Audit Committee pursuant to the provisions of Section 143(12) of the Companies Act2013.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received the Declaration of Independence from its Independent Directorsi.e. Mr. Girish Chand Jain (DIN: 00266932) and Mr. Surinder Kumar Nagpal (DIN: 01171148)confirming that they meet the criteria of independence as provided in section 149(6) ofthe Companies Act 2013 read with Regulations 16 of SEBI (Listing Obligations &Disclosure

Requirements) Regulations 2015 and that they are not disqualified from continuingtheir appointment as Independent Director.

The Company has received requisite annual declarations/confirmations from all theaforesaid Independent Directors. The Board of Directors of the Company is of the view thatIndependent Directors fulfill the criteria of independence and they are independent fromthe management of the Company.

The Company has noted that the names of all Independent Directors has been included inthe data bank maintained with the Indian Institute of Corporate Affairs Manesar ('IICA').Accordingly all the Independent Directors of the Company have registered themselves withIICA for the said purpose. In terms of Section 150 of the Act read with the Companies(Appointment & Qualification of Directors) Rules 2014 as amended thereof both theIndependent Directors are exempted from undertaking online proficiency selfassessment testconducted by the IICA.

NOMINATION AND REMUNERATION POLICY

The Company's Policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters as provided under Section 178(3) of the Companies Act 2013 can be accessed on theCompany's website at http://www.shivkamalimpex.com/pdf/policies/Revised%20POLICY%20ON%20DIRECTORS%20APPOIN TMENT%20AND%20REMUNERATION.pdf.

The Objective of the Policy is to ensure that:

1. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully.

2. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and

3. Remuneration to Directors Key Managerial Personnel and Senior Management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.

RESPONSE TO AUDITORS' REMARKS

There is no qualification reservation adverse remark or disclaimer made by M/s. JainArun & Co. Chartered Accountant Statutory Auditor of the Company and M/s Siddiqui& Associates Company Secretaries Secretarial Auditor of the Company in their Reportfor the financial year 2020-2021.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company being a Non-Banking Finance Company registered with the Reserve Bank ofIndia and engaged in the business of giving loans is exempt from complying with theprovisions of Section 186 of the Companies Act 2013 in respect of loans guarantees andsecurity provided by it. Accordingly the disclosures of the loans and guarantees given asrequired under the aforesaid Section have not been given in this Report. Further theCompany has not made any investments attracting the provisions of Section 186 of theCompanies Act 2013 during the year under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review all the contracts or arrangements entered into by theCompany with its related parties were in the ordinary course of business and on arm'slength.

Accordingly the disclosure in Form AOC-2 as prescribed under Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is not required andhence the same is not attached with this Report. Details of transactions with relatedparties during FY 2020-21 are provided in the notes to the Financial Statements of theCompany.

Related Party Transactions Policy can be accessed athttp://www.shivkamalimpex.com/pdf/Related%20 party%20Transaction%20Policiy%20(1).pdf.

STATE OF COMPANY'S AFFAIRS

During the year under review total revenue of the Company decreased to Rs. 3254782/- as compared to Rs. 3747385 /- during the previous financial year 2019-20 registeringan decrease of 13.15%

The Net Profit after Tax of the Company has also decreased to Rs. 1644534/- duringthe year under review as compared to Rs. 2025332/- during the previous financial year2019-20 registering a decrease of 23.16%.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the financial year ended March 31 2021 there has been no change in the natureof business activities of the Company.

MATERIALCHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year to which FinancialStatements relate i.e. March 31 2021 and the date of this Report.

TRANSFER TO RESERVES

The Board of Directors of the Company in its Meeting held on June 30 2021 resolved notto transfer any amount to General Reserve.

Details of the amount transferred by the Company to RBI Reserve Fund Account as per theprovisions of Section 45-IC of the Reserve Bank of India Act 1934 are given in theFinancial Statements of the Company for the year ended March 31 2021 forming part of thisAnnual Report.

DIVIDEND

The Board of Directors of the Company deems it appropriate to preserve the financialresources of the Company for its future activities and therefore did not recommend anydividend on the Equity Shares for the financial year ended March 31 2021.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being a Non-Banking Finance Company (NBFC) does not have any manufacturingactivity. Thus the provisions related to conservation of energy and technology absorptionare not applicable on the Company. However the Company makes all efforts towardsconservation of energy protection of environment and ensuring safety.

Further the Company does not have any foreign exchange earnings and outgo.

RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act 2013 the Companyhas a structured Risk Management Policy duly approved by the Board of Directors. The RiskManagement process is designed to safeguard the Company from various risks throughadequate and timely actions. It is designed to anticipate evaluate and mitigate risks inorder to minimize its impact on the business of the Company. The potential risks areintegrated with management process such that they receive the necessary considerationduring the decision making. It has been dealt in greater detail in Management Discussionand Analysis Report annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135(1) of the Companies Act 2013 the provisionsrelated to Corporate Social Responsibility (CSR) are applicable on companies having networth of rupees five hundred crore or more; or turnover of rupees one thousand crore ormore; or a net profit of rupees five crore or more during the immediately precedingfinancial year.

The present financial position of the Company does not make it mandatory for theCompany to undertake CSR initiatives or to formulate CSR Policy during the Financial Yearended March 31 2021. The Company will constitute CSR Committee develop CSR Policy andimplement the CSR initiatives whenever the same becomes applicable on the Company.

ANNUAL PERFORMANCE EVALUATION

In compliance with the provisions of the Companies Act and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation was carried outas under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meeting also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of the viewthat performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the view that all the committees were performing their functionssatisfactorily.

Individual Directors:

In accordance with the criteria suggested by The Nomination and Remuneration Committeethe performance of each director was evaluated by the entire Board of Directors (excludingthe director being evaluated) on various parameters. Independent Directors at theirseparate meeting have evaluated the performance of Nonindependent Directors and the Boardas a whole; and of the Chairman of the Board taking into account the views of otherDirectors; and assessed the quality quantity and timeliness of flow of informationbetween the Company's Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties. The Board and the Independent Directorswere of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes thefollowing broad parameters:

• Relevant expertise;

• Attendance of Directors in various meetings of the Board and its Committees;

• Effective participation in decision making process;

• Objectivity and independence;

• Level of awareness and understanding of the Company's business;

• Professional conduct of the directors in various meetings of the Board and itscommittees;

• Compliance with the Code of Conduct of the Company;

• Ability to act in the best interest of the Company.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31 2021 the Company does not have any Subsidiary Associate or JointVenture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the details of Directors and Key Managerial Personnel (KMP) of theCompany as on March 31 2021:

S.No. Name of the Director/ KMP Designation
1. Ms. Anu Jain Non-Executive NonIndependent Director

 

S.No. Name of the Director/ KMP Designation
2. Mr. Lavkush Mishra Non-Executive NonIndependent Director
3. Mr. Manu Jain Non-Executive Non-Independent Director
4. Mr. Girish Chand Jain Non-Executive Independent Director
5. Mr. Surinder Kumar Nagpal Non-Executive Independent Director
6. Dr. Sugan Chand Jain Chief Executive Officer & Chief Financial Officer
7. Ms. Divya Gaur Company Secretary & Compliance Officer

During the year under review following changes took place in the Board of Directors andKey Managerial Persons:

i. Ms. Kalpana was appointed as Company Secretary of the Company w.e.f June 23 2020and resigned w.e.f closure of business hours of June 25 2020.

ii. Ms. Divya Gaur was appointed as Company Secretary of the Company w.e.f September14 2020.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association of the Company Mr. Manu Jain (DIN: 07801467) will retire by rotation atthe ensuing Annual General Meeting of the Company and being eligible offers himself forre-appointment.

None of the Directors of the Company are disqualified under the provisions of Section164(2) of the Companies Act 2013.

PUBLIC DEPOSITS

The Company being a Non-Deposit accepting NonBanking Finance Company has notaccepted/ invited any deposits from the public during the financial year ended March 312021 in terms of the provisions of Chapter V of the Companies Act 2013 read with theallied Rules and the Directions issued by Reserve Bank of India for Non-Deposit acceptingNon-Banking Finance Companies and shall not accept any deposits from the public withoutobtaining the prior approval of RBI.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL.

During the financial year 2020-21 there were no significant and material orders passedby the Regulators or Courts or Tribunals which would impact the going concern status ofthe Company and its future operations.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.The internal control system is supplemented by extensive internal audits regular reviewsby the management and standard policies and guidelines which ensure reliability offinancial and all other records as required under Companies Act 2013.

The internal auditors have expressed their satisfaction about the adequacy of thecontrol systems and the manner in which the Company is updating its systems and proceduresto meet the challenging requirements of the business. Significant audit observations andfollow-up action thereon are reported by the Internal Auditors to the Audit Committee. TheAudit Committee reviews the adequacy and effectiveness of the Company's internal controlenvironment and monitors the implementation of audit recommendations.

DISCLOSURE UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Disclosure required under Section 197(12) of the Companies Act 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as Annexure-I.

AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted in accordance with Section 177of the Companies Act 2013 and other applicable laws. All Members of the Committee arepersons with ability to read and understand the financial statement. As on March 31 2021the Audit Committee of the Company comprises of two Independent Directors i.e. Mr. GirishChand Jain as Chairman and Mr. Surinder Kumar Nagpal as a Member and one Non-ExecutiveNonIndependent Director Mr. Lavkush Mishra as a Member.

Mr. Girish Chand Jain Chairman of the Committee was present at the 35thAnnual General Meeting of the Company. The terms of reference of the Audit Committee is asset out in Section 177 of the Companies Act 2013 and other applicable laws. The Committeeinter-alia reviews the adequacy of Internal Financial Controls and Financial Statementsbefore they are submitted to the Board for their approval. All the recommendations made bythe Members of the Audit Committee were accepted by the Board of Directors.

NOMINTION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in line withSection 178 of the Companies Act 2013. As on March 31 2021 the Nomination andRemuneration Committee of the Company comprises of two Independent Directors i.e. Mr.Surinder Kumar Nagpal as a Member and Mr. Girish Chand Jain as Member and oneNon-Executive NonIndependent Director Mr. Lavkush Mishra as a Chairman.

The Committee inter-alia identify persons who are qualified to become directors and whomay be appointed in senior management shall carry out evaluation of every director'sperformance formulate the criteria for determining qualifications positive attributesand independence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders' Relationship committee is constituted in line with section 178 of theCompanies Act 2013. As on March 31 2021 the Stakeholders' Relationship committee of theCompany comprises of two Independent Directors i.e. Mr. Girish Chand Jain as Chairman andMr. Surinder Kumar Nagpal as a Member and one Non-Executive Non Independent Director i.e.Mr. Lavkush Mishra as a Member.

The Committee inter-alia consider and resolve the grievances of security holders of theCompany including redressal of investor complaints such as transfer of securitiesnon-receipt of dividend/notice/annual reports etc.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 the Company has formulated a'Whistle Blower Policy/Vigil Mechanism' for the Directors and Employees to report genuineconcerns or grievances about unethical behaviour actual or suspected fraud or violationof the Company's Code of Conduct Policy for instances reporting of leakage of UnpublishedPrice Sensitive Information and provides safeguard against victimization of employees whoavail the mechanism and also provide for direct access to the Chairman of the AuditCommittee in exceptional cases. The same is also uploaded on the website of the Company athttp://www.shivkamalimpex.com/pdf/policies/Vigi l%20Mechanism.pdf

During the year under review no complaints have been received by the Company from anywhistle blower.

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act 2013 the Members of theCompany at 32nd Annual General Meeting (AGM) of the Company held on July 272017 had appointed M/s. Jain Arun & Co. Chartered Accountant (Firm Registration No.011158N) as Statutory Auditors of the Company for a period of five years to hold officeuntil the conclusion of 37th AGM subject to ratification by Members of theCompany at each AGM.

The Companies Amendment Act 2017 had omitted the requirement of ratification ofappointment of statutory auditors at every AGM which became effective from May 07 2018.Hence ratification of appointment of M/s. Jain Arun & Co. as Statutory Auditors isnot required.

INTERNAL AUDITOR

M/s Multi Associates Chartered Accountants New Delhi (Firm Registration No. 509955C)was appointed as Internal Auditor of the Company pursuant to the provisions of Section 138of the Companies Act 2013 read with the Rule 13 of the Companies (Accounts) Rules 2014.The Report of the Internal Auditors is reviewed by the Audit Committee.

SECRETARIAL AUDIT REPORT

M/s Siddiqui & Associates Company Secretaries was appointed as Secretarial Auditorof the Company pursuant to the provisions of Section 204 of the Companies Act 2013 readwith the Rules framed thereunder.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31 2021is annexed herewith as Annexure-II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2020-21 asrequired under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to this Report as Annexure-III.

CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance provisions as specified in Regulation 17 to27 clauses (b) to (i) and (t) of Regulation 46(2) and Paragraph C D and E of Schedule Vare not applicable on the companies whose paid- up share capital and net worth is lessthan Rupees Ten Crore and Rupees Twenty Five Crore respectively.

Since the paid-up share capital and net worth of the Company is less than the aforesaidthreshold limit the Company is not required to comply with the above mentioned CorporateGovernance provisions.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013 READ WITH ALLIED RULES

During the year under review the company had less than ten employees. Hence thecompany is not required to constitute Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year under review no case of sexual harassment was filed with the Companyunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 read with the allied Rules.

DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO SECTION 148(1) OF THECOMPANIES ACT 2013

The Company is not required to maintain cost records as specified u/s 148(1) of theCompanies Act 2013 read with the applicable rules thereon for the FY 2020-21. Hence theclause is not applicable to the Company.

SHARE CAPITAL

During the financial year 2020-21 there has been no change in the share capital of theCompany. As on March 31 2021 the Paid-up Share Capital of the Company stands at Rs.10055700 comprising of 1005570 Equity Shares of Rs. 10/- each.

LISTING FEES

The Listing Fees for the financial year 2021-22 has been paid by the Company to BSELimited i.e. the Stock Exchange where shares of the Company are listed.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

ACKNOWLEDGEMENT

The Directors place on record their sincere thanks and appreciation for the continuedservices of the employees who have largely contributed to the efficient management of theCompany. The Directors also place on record their appreciation for the support from theGovernment of India the Reserve Bank of India the Securities and Exchange Board ofIndia Stock Exchange Investors Lenders and other regulatory authorities.

For and on behalf of Board of Directors of
Shivkamal Impex Limited
Date: 28.08.2021
Place: New Delhi
Anu Jain Manu Jain
Director Director
DIN:03515530 DIN:07801467

Registered office:

Shivkamal Impex Limited

(CIN L52110DL1985PLC019893)

Ground Floor Block-P-7

Green Park (Extn.) New Delhi-110016

Tel: 011-26192964 e-mail: siv_kamal@yahoo.com info@shivkamalimpex.com

Website: www.shivkamalimpex.com

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