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Shiva Suitings Ltd.

BSE: 521003 Sector: Others
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Shiva Suitings Ltd
NSE 05:30 | 01 Jan Shiva Suitings Ltd

Shiva Suitings Ltd. (SHIVASUITINGS) - Director Report

Company director report

To

The Members

Shiva Suitings Limited

Your Directors are pleased to present herewith the 31st Annual Report on thebusiness and operations of your Company and Audited Accounts for the Financial Year endedMarch 31 2017 together with the Audited Statement of Accounts and Auditor's Reportthereon.

The State of the Company's Affairs:

1. KEY FINANCIAL HIGHLIGHTS:

In terms of INR
Particulars As on 31st March 2017 As on 31st March 2016
Revenue from Operations 25422690 52804796
Other income - 55255
Total Revenue 25422690 52860051
Less: Total expenses 23987290 49867406
Profit before extraordinary items and tax 1435400 2992645
Extraordinary Items:
Prior year Tax adjustments (MAT credit) -51 32027
Profit Before tax 1435349 3024672
Tax Expenses:
Current tax 301423 585000
Deferred tax - -
MAT Credit Entitlement (reversed) 170023 354479
Profit for the year 963903 2085193

During the year under review your Company has reported revenue from operations of INR25422690/- registering a decrease by INR 27382106/- as compared to previous year.

2. DIVIDEND:

Your Directors does not recommend any dividend for the Financial Year ended March 312017.

3. TRANSFER TO RESERVES:

Your Company has transferred the amount of profit earned during the Financial Yearended 31st March 2017 of INR 963903 to Reserves and Surplus during theFinancial Year 2016-17.

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:

Sr. No. 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:

Sr. No. Name of Company Subsidiary / Joint ventures/ Associate Company Date of cession 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/ASSOCIATECOMPANIES:

Sr. No. 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 2017.

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:

Sr. No. Date of Meetings Venue and time of the meeting Directors present Directors who were absent with/without leave of absence
1. 12th August Venue: 384-M 1. Mr. Dilip Kailash Sanghai None
2016 Dabholkar Wadi 2. Mr. Sharad Kumar Sureka
Kalbadevi Road 3. Mr.BhimSen Mittal
Mumbai - 400002. 4. Mahesh Jivraj Oza
Time:04:00 P.M. 5. Rashmi Newalkar
2. 2nd Venue: 384-M 1. Mr. Dilip Kailash Sanghai None
September Dabholkar Wadi 2. Mr. Sharad Kumar Sureka
2016 Kalbadevi Road 3. Mr.BhimSen Mittal
Mumbai - 400002. 4. Mahesh Jivraj Oza
Time:04:00 P.M. 5. Rashmi Newalkar
3. 11th Venue: 384-M 1. Mr. Dilip Kailash Sanghai None
November Dabholkar Wadi 2. Mr. Sharad Kumar Sureka
2016 Kalbadevi Road 3. Mr.BhimSen Mittal
Mumbai - 400002. 4. Mahesh Jivraj Oza
Time:04:00 P.M. 5. Rashmi Newalkar
4. 10th Venue: 384-M 1. Mr. Dilip Kailash Sanghai None
February Dabholkar Wadi 2. Mr. Sharad Kumar Sureka
2017 Kalbadevi Road 3. Mr.BhimSen Mittal
Mumbai - 400002. 4. Mahesh Jivraj Oza
Time:04:00 P.M. 5. Rashmi Newalkar

18. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2016-17 there have been no changes in Directors and Keymanagerial personnel.

19. QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

The following qualification is given by the Statutory Auditor in their report for theFinancial Year 2016-17:

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 7571/-

20. STATUTORY AUDITORS:

M/s V. K. Beswal & Associates Chartered Accountants (Firm Registration Number:101083W) were re-appointed as Statutory Auditors of the Company in the 28thAnnual General Meeting of the Company for a period of three years i.e. until theconclusion of the 31st Annual General Meeting subject to ratification of theirappointment at every Annual General Meeting by the shareholders. M/s. V. K. Beswal &Associates retires at the ensuing Annual General Meeting and are not eligible forre-appointment.

The Board hence proposes appointment of P R Agarwal & Awasthi CharteredAccountants (ICAI Firm Registration No. 117940W) as Statutory Auditors of the Company forapproval of the shareholders in the ensuing Annual General Meeting. The Auditors havegiven their consent in writing and have furnished a certificate to the effect that theirappointment if made would be in accordance with the provisions of Section 139(1) andthat they meet with the criteria prescribed under section 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 purpose ofconducting Secretarial Audit of Company for the financial year 2016-17. The Report of theSecretarial Audit is annexed herewith as Annexure II. 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 notappointed Key Managerial Personnel as required under the aforesaid 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.

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:

Sr. No. 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 "AnnexureI".

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 2017.

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 or tribunalsimpacting 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:

Sr. No. Name of the Independent Director Date of appointment / Reappointment Date of passing of special resolution / Board Resolution (if any)
1. Mr. Sharad Kumar 29/09/2014 29/09/2014
Nandkishore Sureka
2. Ms. Rashmi Newalkar 03/04/2015 03/04/2015
3. Mr. Mahesh Oza 29/03/2015 29/03/2015

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. Sharad Kumar Nandkishore Sureka Chairman
2 Mr. Mahesh Oza Member
3 Mr. Dilip Kailashprashad Sanghai Member

II. Audit Committee:

In accordance with the provisions of Section 177 of the Companies Act 2013 yourCompany 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 Nandkishore Sureka Chairman
2 Mr. Mahesh Oza Member
3 Mr. Dilip Kailashprashad Sanghai 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 Company believes 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 saidMechanism is established for directors and employees to report their concerns. The policyprovides the procedure and other details required to be known for the purpose of reportingsuch 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 2017 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 2017 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.

Acknowledgement

Your Directors place on record their sincere gratitude for the assistance guidance andco-operation 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 Sharadkumar Sureka
Director Director
DIN: 03495056 DIN: 00058164
Place: Mumbai
Date: 31st August 2017