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Shiv Om Invesment & Consultancy Ltd.

BSE: 539833 Sector: Financials
NSE: N.A. ISIN Code: INE074G01014
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Shiv Om Invesment & Consultancy Ltd. (SHIVOMINVST) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 30th Annual Report togetherwith the Audited Financial statements of the Company for the Year ended March 31 2020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The key highlights of financial results for Shivom Investment & Consultancy Limitedfor the financial year 2019-20 are tabulated below:

Particulars 2018-19 2019-20
Gross Income 46409265 74169255
Profit Before Interest and Depreciation (44823181)
Finance Charges - -
Depreciation 55588416 32426579
Profit Before Tax & Exceptional Items (10765235) (20063226)
Exceptional Items -
Profit Before Tax (10765235) (20063226)
Tax Expenses:
Current Year Tax -
Deferred Tax (14452988)
MAT Credit 3429174
Net Profit After Tax 3687754 (23492401)
Balance of Profit brought forward - -
Profit for the period 3687754 (23492401)

2. BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIRS:

During the year under review the gross income has been increased to Rs.74169255 fromRs. 46409265 as compared to the previous year. Company suffered from losses of Rs.23492401.

3. STATUTORY RESERVE FUND:-

The Company has not transfer to Statutory Reserve Fund during the financial year2019-20.

4. DIVIDEND:-

The Board does not recommend any dividend for the financial year 2019

5. SHARE CAPITAL:-

The paid up equity capital as on March 31 2020 was Rs. 699513250/- (Rupees SixtyNine Crore Ninety Five Lacs Thirteen Thousand Two Hundred Fifty Only). There was no publicIssue right issue bonus issue or preferential issue etc. during the year. The Companyhas not issued shares with differential voting rights sweat equity shares nor has itgranted any stock options.

6. CHANGES IN THE NATURE OF BUSINESS:-

There has been no Change in the nature of the business of your Company.

7. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 for thefinancial year 2018-19.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the notes to the Financial Statements. The NBFC Companies are exemptedfrom Section 186(2) of Companies Act 2013.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to your Company.

11. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 isannexed herewith as "Annexure-A".

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)

Your Company does not have any subsidiary/joint ventures/ Associates Company.

13. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGOINGS:-

The provisions of Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 with respect to particulars of conservation of energy technologyabsorption etc are not applicable to the Company.

During the period under review there was no foreign exchange earnings or out flow.

15. RELATED PARTY TRANSACTIONS:

During the year under review the Company had not entered into anycontract/arrangement/ transaction with related parties which could be considered materialas per listing agreement with stock exchanges. Further there are no materiallysignificant related party transactions during the year made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons.

16. MATERIAL CHANGES AND COMMITMENTS:

No significant and material changes have occurred between the end of the financial yearof the Company to which the financial statements relate and the date of the report.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

18. AUDITORS:

In accordance with the provisions of Section 139 141 and 142 of the Companies Act2013 read with rule 3(7) of the Companies (Audit and Auditors) Rules 2014 M/s AjayShobha & Co. Chartered Accountants having Firm Registration Number 317031EMembership No. 053071 given Resignation on dated 25.11.2020.

New Appointment- Mr. Prakash Mandhaniya Chartered Accountants partner of "ADV& Associates" Firm Registration No. - 128045W Membership No. - 421679 to beappointed as a New Statutory Auditor in this AGM who shall hold the office for 5 yearsupto the 6th Annual General Meeting.

19. AUDITOR'S REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. The Auditors' Report does not contain any qualificationreservation or adverse remark.

20. SECRETARIAL AUDIT:

The Board had appointed Mrs Shubham Agarwal Practicing Company Secretary (C.P No.10640) to carry out secretarial audit Pursuant to provision of Section 204 of theCompanies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The Secretarial Audit report is annexed herewith as "AnnexureB"

21. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of the Independent Directorsunder section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in section 149(6) of the companies Act 2013.

22. NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / businesspolicies and strategies apart from other Board business. During the year 12 Boardmeetings were held. The maximum time gap between any two consecutive meetings did notexceed 120 days. Detailed information is given in the Corporate Governance Report.

23. DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:

Information regarding Director's Remuneration Policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of Section 178 are provided in the Corporate Governance Report .

24. RISK MANAGEMENT:

In today's economic environment Risk Management plays a very important part ofbusiness. The main aim of risk management is to identify assess prioritize monitor andtake precautionary measures in respect of the events that may pose risks to the business.The Company is not subject to any specific risk except risks associated with the generalbusiness of the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

25. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the Act and the revised Regulation22 of the SEBI (LODR) Regulation the Company has adopted Whistle Blower Policy as partof vigil mechanism to provide appropriate avenues to the Directors and employees to bringto the attention of the management any issue which is perceived to be in violation of orin conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the chairperson of the Audit committee in exceptional cases. The CompanySecretary/Managing Director is the designated officer for effective implementation of thepolicy and dealing with the complaints registered under the policy.

26. PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.

27. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION:

There have been no such material change and commitment affecting the financial positionof the Company which have occurred between the end of the financial year to which thefinancial statements relate and the date of the report.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status of the Company's and its future operation.

29. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration.

The result of the evaluation done by Independent Directors was reported to the Chairmanof the Board. It was reported that the performance evaluation of the Board &Committee's was satisfactory. The Chairman of the Board provided feedback to the Directorson an individual basis as appropriate. The Directors expressed their satisfaction withthe evaluation process.

30. APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review The Following Appointment and Resignation are found as on 31.03.2020-

S. No. Name of Person Designation Date of Appointment Date of Resignation
1. Kishan Naidu Whole time director 12/02/2020 30/09/2020
2. Chandni Solnaki Non executive Director and Non Independent Director 03/03/2020 15/09/2020
3. Prakash Bhai Dataniya Non executive Director and Non Independent Director 30/09/2019 03/03/2020
4. Hitesh Devraj Patel Additional Director 10/08/2019
5. Monika Jain C.S. 01/01/2020
6. Hitesh Devraj Patel CFO 15/06/2019 30/09/2020
7. Varun Pravinchandra Aghara M.D. 12/02/2020
8. Komal Janak Doshi NIL 07/09/2020
9. Sharad Yaswant Harekar I.D. NIL 07/09/2020

Up Coming Directors-

S. No. Name of Person Designation Date of Appointment Date of Resignation
1. Ankit Jain C.S 04/05/2020 NIL
2. Ankit Gala I.D. 15/09/2020 NIL
3. Amit Somani I.D. 03/09/2020 NIL
4. SHANA PATEL Independent women director 07/09/2020 NIL

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.

32. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 the Management'sdiscussion and analysis is presented in a separate section forming part of the AnnualReport.

33. CORPORATE GOVERNANCE: The Company has complied with the corporate governancecode as stipulated under SEBI Listing Regulations with the Stock Exchanges. A separatesection on corporate governance under the listing agreement along with a certificate fromthe auditor confirming the compliance is annexed and forms part of this Annual report as "AnnexureC".

34. AUDIT COMMITTEE:

Details pertaining to composition of Audit Committee are included in the report onCorporate Governance. All the recommendations made by Audit Committee were accepted byBoard.

35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

36. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record

their deep sense of appreciation for the committed services by the Company'sexecutives staff and workers.

Registered office: Shop No.15 Anurag Building Subhash Lane Daftary Road Malad EastMumbai Mumbai MH 400097 By order of the Board of Directors For Shivom Investment & Consultancy Limited
Place: Mumbai Date-13/11/2020

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