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Shiva Suitings Ltd.

BSE: 521003 Sector: Others
NSE: N.A. ISIN Code: INE02Z901011
BSE 05:30 | 01 Jan Shiva Suitings Ltd
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Shiva Suitings Ltd. (SHIVASUITINGS) - Director Report

Company director report

To

The Members

Shiva Suitings Limited

Your Directors are pleased to present herewith the 32ndAnnual Report on the businessand operations of your Company and Audited Accounts for the Financial Year ended March 312018 together with the Audited Statement of Accounts and Auditor's Report thereon.

The State of the Company's Affairs:

1. KEY FINANCIAL HIGHLIGHTS:

In terms of INR
Particulars As on 31st March 2018 As on 31st March 2017
Revenue from Operations 11958122 25422690
Other income 2229 -
Total Revenue 11960351 25422690
Less: Total expenses 11270755 23987290
Profit before extraordinary items and 689596 1435400
tax
Prior year Tax adjustments -24520 -51
Profit Before tax 665076 1435349
Tax Expenses:
Current tax 131400 301423
Deferred tax -
MAT Credit Entitlement (reversed) 47552 170023
Profit for the year 486123 963903

During the year under review your Company has reported revenue from operations of INR11958122/- registering adecrease by INR 13464568/-as compared to previous year.

2. DIVIDEND:

Your Directors does not recommend any dividend for the Financial Year ended March 312018.

3. TRANSFER TO RESERVES:

Your Company has transferred the amount of profit earned during the Financial Yearended 31st March 2018 of INR486123/-to Reserves and Surplus during the Financial Year2017-18.

4. CHANGE IN THE NATURE OF BUSINESS:

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

5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

Information as per Section 134(3)(m) of the Companies Act 2013 read with the Rule 8(3)of the Companies (Accounts) Rules 2014 is not applicable to the Company.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company operates at the domestic level there are no Foreign Exchange earnings interms of actual inflows and Foreign Exchange outgo in terms of actual outflows during theyear under review.

7. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR TILL THEDATE OF THIS REPORT:

No material changes and commitments other than in the normal course of business haveoccurred after the close of the financial year till the date of this Report which affectthe financial position of the Company.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

Name of Company Subsidiary / Joint ventures/ Associate Company Date of becoming of Subsidiary / Joint ventures/ Associate Company
NIL NIL NIL

9. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

Name of Company Subsidiary / Joint ventures/ Associate Company Date of becoming of Subsidiary / Joint ventures/ Associate Company
N.A N.A N.A

10. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT

VENTURES/ASSOCIATE COMPANIES:

Name of Company Subsidiary / Joint ventures/ Associate Company Date of cession of Subsidiary / Joint ventures/ Associate Company.
N.A N.A N.A

11. CHANGE IN THE NATURE OF BUSINESS:

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

12. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS:

The Company has adequate and effective control systems commensurate with its size andnature of business to ensure that assets are efficiently used and the interest of theCompany is safe guarded and the transactions are authorized recorded and reportedcorrectly. Checks and balances are in place to determine the accuracy and reliability ofaccounting data.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not provided any loans or guarantees or made investments pursuant toSection 186 of the Companies Act 2013 read with the Companies (Meetings of the Board andits Powers) Rules 2014.

14. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 in the prescribed FormMGT-9 is hereby annexed with this report as "Annexure I''and is a part of thisreport. The same is as on 31st March 2018.

15. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.

16. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any transactions with related parties in accordancewith the provisions of Section 188 of the Companies Act 2013.

17. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for Fourtimes during the Year under review:

Date of Meetings Venue and time of the meeting Directors present Directors who were absent with/without leave of absence
1. 29th May 2017 Venue:384-M 1. Mr.DilipKailashSanghai None
DabholkarWadi 2. Mr.Sharad Kumar Sureka
Kalbadevi Road 3. Mr.BhimSenMittal
Mumbai - 400002. 4. Mr. Mahesh JivrajOza
Time:04:00 P.M. 5. Ms.RashmiNewalkar
2. 31st August 2017 Venue:384-M 1. Mr.DilipKailashSanghai None
DabholkarWadi 2. Mr.Sharad Kumar Sureka
Kalbadevi Road 3. Mr.BhimSenMittal
Mumbai - 400002. 4. Ms.RashmiNewalkar
Time:04:00 P.M.
3. 14th November 2017 Venue:384-M 1. Mr.DilipKailashSanghai None
DabholkarWadi 2. Mr.Sharad Kumar Sureka
Kalbadevi Road 3. Ms.RashmiNewalkar
Mumbai - 400002. 4.Mr. Vinodkumar Jain
Time:04:00 P.M.
4. 14th February 2018 Venue:384-M 1. Mr.DilipKailashSanghai None
DabholkarWadi 2. Mr.Sharad Kumar Sureka
Kalbadevi Road 3. Ms.RashmiNewalkar
Mumbai - 400002. 4.Mr. Vinodkumar Jain
Time:04:00 P.M.

18. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2017-18 following changes in Directors and Key ManagerialPersonnelhave occurred:

Particulars Appointment/cessation Date of appointment/cessation
1 Mr. Mahesh Jivraj Oza (DIN:02296872) Cessation 31st August 2017.
2 Mr.Dilip Kailash Sanghai (DIN:03495056) Appointment as CFO 31st August 2017.
3 Mr. Bhimsen Indersen Mittal (DIN: 00058089) Cessation 29th September 2017.
4 Mr. Vinodkumar Appointment 29th September 2017.
Navrangrai Jain (DIN: 07784526)

19. QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

The following qualification is given by the Statutory Auditor in their report for theFinancial Year 2017-18:

The company has not transferred following amounts which were required to be transferredto the Investor Education and Protection Fund the details are as under:-

Nature of Amount Period Amount
Debenture Interest FY 2006-07 Rs. 7571/-
(Investor Education and Protection Fund)

20. STATUTORY AUDITORS:

M/s P R Agarwal & Awasthi Chartered Accountants (ICAI Firm Registration No.117940W) as Statutory Auditors of the Company were appointed at the 31st Annual GeneralMeeting of the Company held on Friday 29th September 2017 for a period of 5 years i.e.from financial year 2017-18 to 2021-22 subject to the ratification by the Members in everyAnnual General Meeting.

In view of above the Company is required to take note the eligibility of the StatutoryAuditors for ratification of their appointment at the 32nd Annual General Meeting of theCompany based on the Certificate received from them confirming that their ratificationwill be in accordance with the limits as laid down under Section 139 of the Companies Act2013 and that they do not attract any disqualification u/s 141 of the Companies Act 2013.

21. SECRETARIAL AUDITOR:

The Company has appointed M/s. Pramod S. Shah and Associates Practicing CompanySecretaries as a Secretarial Auditor of the Company according to the provision ofSection 204 of the Companies Act 2013 read with Companies Rules for the purposeofconducting Secretarial Audit of Company for the financial year 2017-18. The Report ofthe Secretarial Audit is annexed herewith as Annexure I. The Secretarial Audit Reportcontains the following qualifications reservations or adverse remarks:

1. As per Section 124 & 125 of the Companies Act 2013 - All shares inrespect of which unpaid or unclaimed dividend has been transferred under sub-section (5)shall also be transferred by the company in the name of Investor Education and ProtectionFund. The Company has not transferred the Debenture Interest for FY 2006-07 amounting toRs. 7571/- to the Investor Education and Protection Fund.

2. As per Section 138 of the Companies Act 2013 The Company was required toappoint an Internal Auditor within six months of the commencement of Companies Act 2013i.e. within six months from 1st April 2014. However the Company has not appointedInternal Auditor during the financial year 2016-17.

3. As per Section 203 of the Companies Act 2013 the Company is required toappoint following whole-time key managerial personnel:

i) Managing director or Chief Executive Officer or manager and in their absence awhole- time director;

ii) Company Secretary; and

iii) Chief Financial Officer.

However the Company has not appointed Key Managerial Personnel as required under theaforesaid section.

4. Regulation 46(1) of SEBI (Listing Obligation & Disclosures Requirements)Regulations 2015 - The listed entity shall maintain a functional website containing thebasic information about the listed entity. The Company has not maintained its website.

5. As per regulation 31(2) of The Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the listed entity shall ensurethat hundred percent of shareholding of promoter(s) and promoter group is indematerialized form and the same is maintained on a continuous basis in the manner asspecified by the Board. Shareholding of the Promoters of company is not in dematerializedform;

22. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into transactions with related parties in accordance withthe provisions of the Section 188 of Companies Act 2013 and the rules made thereunder.

23. DETAILS OF REMUNERATION/COMPENSATION RECEIVED BY MANAGING

DIRECTOR FROM HOLDING/ SUBSIDIARY COMPANIES:

Name of Managing/ Whole Time Director Name of Holding/Subsidiary Company paying remuneration/compe nsation Nature of remuneration/comp ensation Amount of remuneration/co mpensation
N.A N.A N.A N.A

24. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY

MANAGERIAL PERSONNEL:

The details with regard to payment of remuneration to Director and Key ManagerialPersonnel is provided in Form No. MGT 9- extract of annual return appended as

"Annexure I".

25. PARTICULARS OF REMUNERATION OF EMPLOYEES:

None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5)(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

26. CHANGE IN CAPITAL STRUCTURE:

There has been no change in the capital structure of the Company during the year ended31st March 2018.

27. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall within the purview of Section 135 of the Companies Act2013.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBULNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATION IN FUTURE:

There is no material or significant order passed by the regulators or courts ortribunals impacting the going concern status and the company's operation in future.

29. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANANGEMENT POLICY U/S 134:

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

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013: The Company is committed to provide safe andconducive environment to its employees. Your Directors further state that during the yearunder review there were no cases filed pursuant to the Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

31. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OFCOMPANIES ACT 2013:

There are no frauds reported by the Auditor which are required to be disclosed underSection 143(12) of Companies Act 2013.

32. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6)OF THE COMPANIES ACT 2013:

As per the provisions of Section 149(4) of the Companies Act 2013 read with TheCompanies (Appointment and Qualifications of Directors) Rules 2014 every listed publiccompany shall have at least one-third of the total number of directors as independentdirectors.

In view of the above your Company has duly complied with the provision by appointingfollowing Independent Directors:

Name of the Independent Director Date of appointment / Reappointment Date of passing of special resolution / Board Resolution (if any)
1. Mr. Sanjeev Purshottamdass Saraf 13.08.2018 NA
2. Ms. Rashmi Newalkar 03/04/2015 03/04/2015
3. Mr. Vinodkumar Jain 29/09/2017 29/09/2017

All the above Independent Directors meets the criteria of ‘independence'prescribed under section 149(6) and have submitted declaration to the effect that theymeet with the criteria of ‘Independence' as required under section 149(7) of theCompanies Act 2013.

33. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

The ‘Nomination and Remuneration Committee' consists of three Directors with twoindependent directors and one executive director with the Chairman being the IndependentDirector and the said constitution is in accordance with the provisions of Section 178 ofthe Companies Act 2013. The Committee acts in accordance with the Terms of Reference asapproved and adopted by the Board.

The Composition of the Committee is as under:

Sr. No. Name of the Member Designation
1 Mr. Vinodkumar Jain Chairman
2 Mr. Dilip Kailashprashad Sanghai Member
3 Mr. Sanjeev Purshottamdass Saraf Member

II. Audit Committee:

In accordance with the provisions of Section 177 of the Companies Act 2013 your

Company has constituted an "Audit Committee" comprising of Three directorsconsisting of Two Independent directors and one executive director with the Chairman beingIndependent director. The Audit Committee acts in accordance with the Terms of Referencespecified by the Board in writing.

The Composition of the Committee is as under:

Sr. No. Name of the Member Designation
1 Mr. Sharad Kumar Surekha Chairman
2 Mr. Dilip Kailashprashad Sanghai Member
3 Mr. Vinodkumar Jain Member

The Terms of reference of the Audit Committee are broadly stated as under:

1. Recommendation for appointment remuneration and terms of appointment of auditors ofthe company;

2. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

3. Examination of the financial statement and the auditors' report thereon;

4. Approval or any subsequent modification of transactions of the company with relatedparties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the company wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and relatedmatters.

III. THE VIGIL MECHANISM:

Your Companybelieves in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and theSEBI (LODR) Regulations 2015 for reporting the genuine concerns or grievances or concernsof actual or suspected fraud or violation of the Company's code of conduct.

The said Mechanism is established for directors and employees to report their concerns.The policy provides the procedure and other details required to be known for the purposeof reporting such grievances or concerns.

34. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS:

As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 on code of conduct for Independent directors a Comprehensiveexercise for evaluation of the performances of every individual director of the Board asa whole and its Committees and of the Chairperson of the Company has been carried by yourcompany during the year under review as per the evaluation criteria approved by the Boardand based on the guidelines given in schedule IV to the Companies Act 2013.

35. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with provisions of section 134(3)(c) and 134(5) of the Companies Act2013 your Directors state the following:-

a) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards had been followed and there are no material departuresfrom the same;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgements 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 31 2018 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 had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

36. COMPLINCE WITH APPLICABLE SECRETERAIL STANDARDS:

The company has complied with the applicable Secretarial Standards for the financialyear 2017-18.

Your Directors place on record their sincere gratitude for the assistance guidance andcooperation the Company has received from all stake holders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

For and on behalf of the Board of SHIVA SUITINGS LIMITED

Dilip Sanghai SharadkumarSureka
Director Managing Director
DIN: 03495056 DIN: 00058164
Place:Mumbai
Date: 13.08.2018