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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 34th Annual Report on thebusiness and operations of the Company together with the audited Financial Statements ofthe Company for the financial year ended March 31 2019.

FINANCIAL PERFORMANCE.

A summary of the financial performance of the Company during the financial year 2018-19along with previous year figures are given below:

PARTICULARS 2018-19 2017-18
Revenue from Operations 2905931 2861752
Other Income - -
Profit before Depreciation and Tax 1707473 1521598
Less: Depreciation 26746 34063
Profit before Tax 1680727 1487535
Less: Tax 438939 360113
Profit/ (Loss) after Tax 1241788 1127422
Add: Balance brought forward from previous year 10179792 9277854
Appropriations:
Transferred to RBI Reserve Fund A/c 248358 225484
Balance carried forward to Balance Sheet 111 73222 10179792

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 and 134 of the Companies Act 2013 read withthe allied Rules an extract of Annual Return in the prescribed Form MGT-9 is annexed tothis Report as Annexure-I.

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 2019 the Board of

Directors met Eight times viz. on 24/05/ 2018 28/07/2018 09/08/2018 29/08/201802/11/2018 21/11/2018 16/01/2019 & 09/02/2019. The maximum interval between any twomeetings was not more than one hundred and twenty days.

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;

ii. they have selected such accounting policies and applied them consistently

and made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the profit 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;

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 Directors

i.e. Mr. Girish Chand Jain (DIN: 00266932) and Mr. Surinder Kumar Nagpal (01171148)confirming that they meet the criteria of independence as provided in section 149(6) ofthe Companies Act 2013 and that they are not disqualified from continuing theirappointment as Independent Director.

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 %20APPOINTMENT%20AND%20REMUNERAT ION.pdf. The Policy isenclosed as Annexure - II

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 2018-19.

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 as required by the Accounting Standards (AS 18) have been made in the notes to theFinancial Statements of the Company.

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

STATE OF COMPANY'S AFFAIRS

During the year under review total revenue of the Company increased to Rs. 2905931/-as compared to Rs. 2861752/- during the financial year 2018-19 registering an increaseof 1.54%.

The Net Profit after Tax of the Company has also increased to Rs. 1241788 /- duringthe year under review as compared to Rs. 1127422/- during the financial year 201819registering a increasing of 10.14%.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the financial year ended March 31 2019 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 2019 and the date of this Report.

TRANSFER TO RESERVES

The Board of Directors of the Company in its Meeting held on May 28 2019 resolved notto transfer any amount to General Reserve.

TRANSFER TO RBI RESERVE FUND ACCOUNT

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 2019 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 2019.

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. The Risk Management Policy of the Company canbe accessed at http://www.shivkamalimpex.com/pdf/policies /Risk%20Management%20Policy.pdf.

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 2019. 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 Non-independent Directors and theBoard as 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 2019 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 2019:

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

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

i. Ms. Jyoti Gupta was appointed as Company Secretary of the Company w.e.f 28thJuly 2018.

ii. Mr. Manu Jain resigned from the post of Chief Financial Officer & was appointedas Non-Executive Director of the Company w.e.f. 29th September 2018.

iii. Dr. Sugan Chand Jain was appointed as Chief Financial Officer of the Companyw.e.f. November 21 2018. Further he was also appointed as Chief Executive Officer w.e.f.January 16 2019.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association of the Company Mr. Lavkush Mishra (DIN: 02241380) will retire by rotationat the ensuing Annual General Meeting of the Company and being eligible offers himselffor re-appointment.

Based on recommendation of the Board of directors and Nomination and RemunerationCommittee of the company Mr. Surinder Kumar Nagpal (DIN: 01171148) and Mr. Girish ChandJain (00266932) whose first term as Independent Director of the Company will expire on25th September 2019 are proposed to be re-appointed as Independent Directors for anotherterm of 5 (five) years w.e.f. 26th September 2019 subject to approval ofMembers at this ensuing Annual General Meeting of the Company.

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 Non- Banking Finance Company has notaccepted/ invited any deposits from the public during the financial year ended March 312019 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 NonDeposit 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 2018-19 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 laid proper and adequate systems of internal financial controlcommensurate with the size of its business and nature of its operations with regard to thefollowing-

i. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well-laid manuals for suchgeneral or specific authorization.

ii. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statementsin conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.

iii. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

iv. The existing assets of the Company are verified/ checked at reasonable intervalsand appropriate action is taken with respect to any differences if any.

v. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.

DISCLOSURE UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 The Disclosure requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith asAnnexure-III.

AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted in accordance with theprovisions of Regulation 18 of SEBI (LODR) Regulations 2015 read with Section 177 of theCompanies Act 2013 and other applicable laws. All Members of the Committee are personswith ability to read and understand the financial statement. As on March 31 2019 theAudit 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-ExecutiveNon-Independent Director Mr. Lavkush Mishra as a Member.

Mr. Girish Chand Jain Chairman of the Committee was present at the 33rdAnnual 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 Committee inter-alia reviews the adequacy of Internal Financial Controls andFinancial Statements before they are submitted to the Board for their approval. All therecommendations made by the Members of the Audit Committee were accepted by the Board ofDirectors.

NOMINTION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in line withthe provisions of Regulation 19 of SEBI (LODR) Regulations 2015 read with Section 178 ofthe Companies Act 2013. As on March 31 2019 the Nomination and Remuneration Committeeof the Company comprises of two Independent Directors i.e. Mr. Surinder Kumar Nagpal as aMember and Mr. Girish Chand Jain as Member and one Non-Executive Non- IndependentDirector Mr. Lavkush Mishra as a Chairman. The Committee inter-alia identify persons whoare qualified to become directors and who may be appointed in senior management shallcarry out evaluation of every director's performance formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders' Relationship committee is constituted in line with the provisions ofRegulation 20 of SEBI Listing Regulations read with section 178 of the Companies Act2013. As on March 31 2019 the Stakeholders' Relationship committee of the Companycomprises of two Independent Directors i.e. Mr. Girish Chand Jain as Chairman and Mr.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 /Vigil%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 2019is annexed herewith as Annexure-IV.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2018-19 asrequired under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to this Report as Annexure-V.

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) of Regulation 46(2) and Paragraph C D and E of Schedule V are notapplicable on the companies whose paid- up share capital and net worth is less than RupeesTen 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 20182019. Hence theclause is not applicable to the Company.

SHARE CAPITAL

During the financial year 2018-19 there has been no change in the share capital of theCompany. As on March 31 2019 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 201920 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
Anu Jain Manu Jain
Date: 20.08.2019 Non-Executive Director Non-Executive Director
Place: New Delhi DIN: 03515530 DIN: 07801467

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