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Shivamshree Businesses Ltd.

BSE: 538520 Sector: Infrastructure
NSE: N.A. ISIN Code: INE857P01021
BSE 00:00 | 22 Oct Shivamshree Businesses Ltd
NSE 05:30 | 01 Jan Shivamshree Businesses Ltd
OPEN 0.49
PREVIOUS CLOSE 0.48
VOLUME 104
52-Week high 0.49
52-Week low 0.48
P/E 16.00
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.49
CLOSE 0.48
VOLUME 104
52-Week high 0.49
52-Week low 0.48
P/E 16.00
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shivamshree Businesses Ltd. (SHIVAMSHREEBUSI) - Director Report

Company director report

DIRECTORS’ REPORT

To

The Members

Your Directors are pleased to present to the valued stakeholders the 35th AnnualReport of Shivam Shree Businesses Ltd. along with the Audited Financial Statements of theCompany for the Year ended March 31st 2018.

FINANCIAL HIGHLIGHTS- AT A GLANCE

• Overall Performance of your Company

• The Financial Year 2017-18 had been little tumultuous for the Company as yourCompany has shown conventional performance during the year under review. Your Company hasincurred Net Loss of Rs. 42281/- (Rupees Forty Two Thousand Two Hundred and Eighty One)only in 2017-18 as against Net Profit of Rs. 1503860 (Rupees Fifteen Lacs ThreeThousand and Eight Sixty only) in FY-2016-17.

• The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below:

(Amount in Rupees)

PARTICULARS

Standalone

2017-18 2016-17
Income from Business Operations 84278367 71615710
Other Income 362500 104324
Total Income 84640867 71720034
Less: Expenditure except Depreciation 83527253 69701088
Profit/Loss before Interest Depreciation and Tax 1113614 2018946
Less: Interest and other Financial Charge(s) 365066 67134
Profit/Loss before Depreciation and Tax 748548 1951812
Less: Depreciation 537599 124020
Profit/Loss before Tax 210949 1827792
Less: Tax Expense 339643 308847
Add: Deferred Tax Asset 86413 (15085)
Net Profit/Loss after Tax (42281) 1503860
Earnings per share: 0.00 0.03
Basic and Diluted

DIVIDEND

No Dividend was declared for the current financial year due to loss incurred by theCompany. RESERVES

The Board proposes no amount to transfer to the reserves as the company is runningunder loss.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.

DEPOSITS

During the year under review the Company has not accepted any deposits in terms of section73 of the Companies Act 2013 to be read with the Companies (Acceptance of Deposits)Rule 2014 as amended from time to time and also no amount was outstanding onaccount of principal or interest thereon as on the date of the Balance Sheet.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2017-2018. (Refer Annexure B)

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in nature of business of the Company.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Re - designation Resignation Death Dis-qualification variation made orwithdrawn etc. are as follows:

S. No. Name Designation Nature of Change Date
1. Bindesh Ramanbhai Patel Additional Director Resignation 07/09/2017
2. Vibhavary Bindeshkumar Patel Additional Director Resignation 07/09/2017
3. Nritigya Gupta Company Secretary Appointment 26/12/2017
4. Arunaben Prafulkumar Bavishiya Director Re-appointment 26/12/2017
5. Nritigya Gupta Company Secretary Resignation 30/03/2018
6. Nilesh Himatlal Trivedi Additional Director Appointment 23/05/2018
7. Rajesh Bhavanbhai Chauhan Additional Director Appointment 23/05/2018

• During the year under review Mr. Bindesh Ramanbhai Patel (DIN: 07666778)Director of the Company who was associated with the Company since 28/11/2016 had resignedw.e.f. 07/09/2017 from directorship of the Company due to his personal occupancy. Theresignation for the same was accepted by the Board through a resolution carried in theBoard Meeting held on 07/09/2017. The Board places on record its appreciation for theservices rendered by him during his tenure as a Director.

• During the year under review Mr. Vibhavary Bindeshkumar Patel (DIN: 07666788)Director of the Company who was associated with the Company since 28/11/2016 had resignedw.e.f. 07/09/2017 from directorship of the Company due to his personal occupancy. Theresignation for the same was accepted by the Board through a resolution carried in theBoard Meeting held on 07/09/2017. The Board places on record its appreciation for theservices rendered by him during his tenure as a Director.

• During the year under review the Board of Directors appointed CS Nritigra Guptaas the Company Secretary and Compliance Officer of the Company w.e.f. from 26/12/2017.

• During the year under review Ms. Arunaben Prafulkumar Bavishiya (DIN: 07385551)Director of the Company who was associated with the Company since 09/02/2016 wasre-appointed as Non-Executive Director of the Company on 26/12/2017.

• During the year under review CS Nritigra Gupta Company Secretary andCompliance Officer of the Company resigned from her post on 30/03/2018 due to personalreasons.

• Mr. Nilesh Himatlal Trivedi (DIN: 08141177) was appointed as Additional(Independent) Director of the Company on 23/05/2018.

• Mr. Rajesh Bhavanbhai Chauhan (DIN: 08141179) was appointed as Additional(Independent) Director of the Company on 23/05/2018.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013

All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and rules made there under to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.

DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS

During the period under review there were no changes in the Accounting treatment inthe Financial Statements for the financial year 2017-18 different from that as prescribedin Accounting Standards prescribed by the Institute of Chartered Accountants of India(ICAI).

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as "AnnexureA."

NUMBER OF MEETINGS OF THE BOARD

During the year under review five Board Meetings four Audit Committee Meetings oneNomination & Remuneration Committee Meetings one Stakeholders’ RelationshipCommittee Meetings one Internal Compliant Committee Meetings and one Vigil MechanismCommittee were convened and held. All the Meetings including Committee Meetings were dulyheld and convened and the intervening gap between two consecutive meetings was within theperiod prescribed under the Companies Act 2013 to be read with the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

No. of Board Meeting held during the year:

S. No. Date S. No. Date
1. 13/02/2018 4. 07/09/2017
2. 26/12/2017 5. 14/08/2017
3. 14/11/2017 5. 30/05/2017

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015. The Composition of AuditCommittee is given below:

S. No. Name Category Category (Whether Executive/Non- Executive/Independent Director)
1. Mohit Kumar Chairman Non- Executive Independent Director
2. Kheem Singh (since 04/11/2017) Member Executive Director
3. Arunaben Prafulkumar Bavishiya (since 04/11/2017) Member Non-Executive Director
4. Bindesh Ramanbhai Patel* (till 07/09/2017) Member Non- Executive Independent Director
5. Vibhavary Bindeshkumar Patel** (till 07/09/2017) Member Non- Executive Independent Director

*Mr. Bindesh Ramanbhai Patel (DIN: 07666778) Director of the Company resigned fromdirectorship on 07/09/2017

**Vibhavary Bindeshkumar Patel (DIN: 07666788) Director of the Company resigned fromdirectorship on 07/09/2017

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. TheComposition of the Committee is given below:

S. No. Name Category Category (Whether Executive/Non- Executive/Independent Director)
1. Mohit Kumar Chairman Non- Executive Independent Director
2. Arunaben Prafulkumar Bavishiya (since 26/12/2017) Member Non-Executive Director
3. Bindesh Ramanbhai Patel* (till 07/09/2017) Member Non- Executive Independent Director
4. Vibhavary Bindeshkumar Patel** (till 07/09/2017) Member Non- Executive Independent Director

*Mr. Bindesh Ramanbhai Patel (DIN: 07666778) Director of the Company resigned fromdirectorship on 07/09/2017

**Vibhavary Bindeshkumar Patel (DIN: 07666788) Director of the Company resigned fromdirectorship on 07/09/2017

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee of the Company is constituted in linewith the provisions of section 178 of the Companies Act 2013 to be read with Regulation20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.TheComposition of the Committee is given below:

S. No. Name Category Category (Whether Executive/Non-
Executive/Independent Director)
1. Kheem Singh Chairman Executive Director
2. Mohit Kumar Member Non- Executive Independent Director
3. Shailesh Bhai Parshottambhai Bavishiya Member Executive Director

VIGIL MECHANISM COMMITTEE

The Vigil Mechanism Committee of the Company is constituted in line with the provisionsof section 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI(Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition of theCommittee is given below:

S. No. Name Category Category (Whether Executive/Non- Executive/Independent Director)
1. Prafulbhai Parshottambhai Bavishiya Chairman Executive- Managing Director
2. Shailesh Bhai Parshottambhai Bavishiya Member Executive Director
3. Arunaben Prafulkumar Bavishiya Member Non-Executive Director

BOARD ANNUAL EVALUATION

The provisions of section 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.

NOMINATION & REMUNERATION POLICY

The Board on the recommendation of Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof as required under Section 178 of the Companies Act2013. The Policy contains inter-alia directors’ appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector etc. The Nomination & Remuneration Policy of the Company is annexed herewithand marked as Annexure F to this Report.

FAMILIARIZATION POLICY

Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.

CORPORATE GOVERNANCE REPORT

In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15 2014Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 shall be applicable on those companies having paid up equity share capital exceedingRs.10 crore and Net Worth exceeding Rs.25 crore as on the last day of the previousfinancial year. The paid up share capital and net worth of your company do not qualify forapplicability of Regulations of SEBI disclosure requirement. Therefore separate Report ofCorporate Governance is not attached herewith.

In spite of above said SEBI circular Your Company adopts best practices for corporategovernance disclosure standard and enhanced shareholder value while protecting theinterest of all other stakeholders including clients its employee. This has enabled yourCompany to earn the trust and goodwill of its investors business partners employees andthe communities in which it operates. Your directors believe that Company profitabilitymust go hand in hand with a sense of responsibility towards all stakeholders employee andcommunities.

STATUTORY AUDITOR SECRETARIAL AUDITOR & COST AUDITOR WITH THEIR QUALIFICATIONRESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

The office of the Statutory Auditor for the Financial Year 2018-19 was vacated due toresignation by M/s Sandeep Manuja & Associates Chartered Accountants (Firm Reg.No. 009525N) vide their letter dated 31.08.2018 and in place of them M/s M A A K& Associates Chartered Accountants (Firm Reg. No. 135024W) a Firm peer reviewedby ICAI were appointed as Statutory Auditor by the Board of Directors in their Meetingheld on 01.09.2018 subject to the approval of Shareholders at the ensuing Annual GeneralMeeting .

A written consent/certificate regarding eligibility for their re-appointment asStatutory Auditors in accordance with the Rule 4 of the Companies (Audit and Auditors)Rule 2014 read with the provisions of section 139(2) of the Companies Act 2013 has beenreceived by the company.

The Board on recommendation of the Audit Committee has proposed appointment of M/s MA A K & Associates Chartered Accountants (Firm Reg. No. 135024W) as theStatutory Auditors of the Company for a period of five years to hold the office from theconclusion of ensuing Annual General Meeting till the conclusion of Annual General Meetingto be held in the financial Year 2022-23.

Qualifications) and Directors' comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s Neha Arora & Associates Company Secretaries to undertakeSecretarial Audit of the Company.

The Secretarial Audit was conducted by CS Neha Arora Practicing Company Secretary andthe report thereon is annexed herewith as "Annexure G".

Qualifications) and Directors' comments on the report of SecretarialAuditor:

• Qualification: The Company had not complied with the provisions of Section 149(4) of the Companies Act 2013 and Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as after the resignation of Mr. BindeshRamanbhai Patel (DIN: 07666778) and Mr. Vibhavary Bindesh Kumar Patel (DIN: 07666788)Independent Directors of the Company there remained only one Independent Director in theCompany.

Directors' comments: The Company had taken adequate steps to appoint requisite numberof Independent Directors in the Company. The Company has appointed Mr. Nilesh HimatlalTrivedi (DIN: 08141177) and Mr. Rajesh Bhavanbhai Chauhan (DIN: 08141179) as Non-ExecutiveIndependent Directors w.e.f. 23/05/2018.

• Qualification: The Company has not complied with the provision of Section 203 ofthe Companies Act 2013 and Regulation 6(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 in respect of appointment Company Secretary as there hadbeen a gap of more than six months in appointing a Company Secretary.

Directors' comments: The existing Company Secretary of the Company had resigned on31/03/2017 after which Company had taken adequate steps to appoint Whole Time CompanySecretary commensurate to the requirement. Subsequently after finding the suitablecandidate for the position the Company has appointed CS Nritigya Gupta as CompanySecretary w.e.f. 26/12/2017.

• Qualification: The composition of the Audit Committee and the Nomination &Remuneration Committee was not in line with the provisions of the Regulations 18 and 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 after theresignation of Mr. Bindesh Ramanbhai Patel (DIN: 07666778) and Mr. Vibhavary BindeshkumarPatel (DIN: 07666788) Independent Directors of the Company.

Directors' comments: The Company has corrected its composition of the Audit Committeeand the Nomination & Remuneration Committee after appointment of Mr. Nilesh HimatlalTrivedi (DIN: 08141177) and Mr. Rajesh Bhavanbhai Chauhan (DIN: 08141179) as Non-ExecutiveIndependent Directors of the Company to bring it in line with the provisions ofRegulations 18 and 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

• Qualification: The Company had not complied with the provisions of Section 138of the Companies Act 2013 as it had not appointed any internal auditor for the financialyear 2017-18.

Directors' comments: The Company is taking all necessary steps to appoint an InternalAuditor in the Company. However suitable candidate cannot be found to fill the position.

• Qualification: The Company has not made timely compliance of the followingprovisions:

• Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for the quarter ended 31st March 2017 as the Compliance Certificaterequired to be submitted to the stock exchange under above Regulation within the period ofone month from the end of each half year was submitted with a delay of around 32 days.

• Regulation 40(10) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for the quarter ended 31st March 2017 as the Certificate required to besubmitted to the stock exchange under above Regulation within the period of one month fromthe end of each half year was submitted with a delay of around 2 days.

Directors' comments: The above delay is due to the fact that our Company Secretary hadresigned from office on 31/03/2017 which led to the disruption of Secretarial work andconsequent non-coordination with Registrar and Share Transfer Agent and practicingprofessional from whom above certificates were required to be obtained.

• Qualification: The Company has not made timely compliance of the provisions ofRegulations 29 and 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in respect of:

• the Board Meeting that was held on 07/09/2017 for the purpose of fixing thedate time and venue of the 34th Annual General Meeting of the Company and other mattersas no outcome of the meeting was intimated to the stock exchange.

• in respect of Board Meeting that was held on 30/05/2017 as the outcome of themeeting was intimated to the stock exchange with a delay of fourteen days.

Directors' comments: The above delay is due to the over-sightedness of the Company andwas unintentional.

• Qualification: the Company had not complied with the provisions of Sections139(8) of the Companies Act 2013 as per the provisions the Company was required toconvene general meeting within a period of three months of 30/05/2017 the date on whichthe Board recommended the appointment of Statutory Auditor to fill the casual vacancycaused due to resignation of existing auditory. However no General Meeting was heldwithin such time period for getting the approval of Shareholders for appointment ofStatutory Auditor in general meeting.

Directors' comments: The above delay is due to the over-sightedness of the Company andwas unintentional.

• Qualification: The Company has not made timely compliance of the provisions ofRegulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as there has been a delay of around fourteen days in submitting the financial results forthe quarter ended 31st March 2017 to the stock exchange.

Directors' comments: The above delay is due to the fact that the existing StatutoryAuditor of the Company had resigned on 23/05/2017 without providing financial results forthe quarter ended 31st March 2017. However the Company had appointed new StatutoryAuditor to fill the casual vacancy caused due to above resignation on 30/05/2017. TheFinancial Results were then obtained from the new Auditor.

• Qualification: The Company has not made timely compliance of the provisions ofSection 101(1) of the Companies Act 2013 as the Notice of 34th Annual General Meeting wasnot uploaded twenty one clear days in advance of the date of Annual General Meeting.

Directors' comments: The above delay is due to the over-sightedness of the Company andwas unintentional.

• Qualification: There has been a default in the compliance of Section 152(6) ofthe Companies Act 2013 as Mr. Mohit Kumar (DIN: 07065751) Independent Director of theCompany who was not eligible to retire by rotation but the Company has done the same.

Directors' comments: The above delay is due to the over-sightedness of the Company andwas unintentional.

• Qualification: The intimation of Book Closure Dates in respect of the 34thAnnual General Meeting of the Company was not intimated to the stock exchange well inadvance.

Directors' comments: The above delay is due to the over-sightedness of the Company andwas unintentional.

• Qualification: the Company has not made timely compliance of the provisions ofRegulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as the voting results in respect of the 34th Annual General Meeting of the Company was notintimated to the stock exchange within two days of Annual General Meeting.

Directors' comments: The above delay is due to the over-sightedness of the Company andwas unintentional.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR

There were no instances of fraud that have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2017-18 which arerequired to be disclosed by the company in its Board Report under Section 143 (12) of theCompanies Act 2013.

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

The details of loans guarantees or investments made by the company if any pursuantto the provisions of section 186 of the Companies Act 2013 can be found in the balancesheet.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013

All contracts/arrangements/transactions entered into during the financial year with therelated parties were on arm’s length basis and were in the ordinary course ofbusiness. (Refer Annexure C)

FINANCIAL POSITION

A) Issue of equity shares with differential voting rights

No equity shares with differential voting rights has been issued by the company duringthe financial year 2017-2018

B) Issue of sweat equity shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of the Companies (Share Capital and Debenture) Rules 2014 during theFinancial Year.

C) Issue of employee stock options

The Company has not issued shares under employee’s stock options scheme pursuantto provisions of Section Rule 12(9) of the Companies (Share Capital and Debenture) Rules2014 so question does not arise about voting rights not exercised by employee during theyear under review.

D) Buy Back of Securities

The Company has not bought back any of its securities pursuant to the provisions ofSection 67 and Section 68 of the Companies Act 2013 during the year under review.

E) Voting Rights of Employees

During the year under review the company has not given loan to any employee forpurchase of its own shares as per section 67 (3) (c) of the Companies Act 2013. Thereforethe company is not required to make disclosure as per rule 6 (4) of the Companies (ShareCapital and Debentures) Rules 2014.

MATERIAL CHANGES AND COMMITMENTS IF ANY

There are no material changes or commitments noticed by the Board between the end offinancial year of the company as on 31st March 2018 and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

To the best of the Management’ s knowledge no significant and material order(s)were passed by any regulator(s) or courts or tribunals which could impact the goingconcern status and company’s operation in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO

Information required to be given pursuant to section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are given below:

• STEPS TAKEN FOR CONSERVATION OF ENERGY

The Company has been taking energy saving measures viz. Use of energy saver electricalequipments CFL fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.

Moreover your company emphasis towards a safe and clean environment and continue toadhere to all regulatory requirements and guidelines.

• TECHNOLOGY ABSORPTION

Your Company is engaged in to the business of production and trading of Milk. Thebusiness of the Company does not require intense use of technology. Therefore notechnology has been absorbed during the period under review. Further during the yearCompany has not imported any technology.

Our Company has not undertaken any research and development work during the year2017-18. However in order to minimize its cost and increase the quality of its productsyour Company is trying to maintain highest standard of quality.

• FOREIGN EXCHANGE EARNINGS AND OUTGO.

There was no foreign exchange inflow or Outflow during the year under review.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy. This policy is explained in"Corporate Governance Report" and is also posted on website of the company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013" and Rules made there under yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the company’s Statutory Auditors/Practicing Company Secretary confirming compliance forms an integral part of this Report.

HUMAN RESOURCE

The relationship with employees continues to be harmonious. The company alwaysconsiders its human resource as its most valuable asset. Imparting adequate andspecialized training to its employees is ongoing exercise in the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has in place a sound Internal Control System commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board. TheManagement monitors and evaluates

the efficacy & adequacy of internal control system in the Company in compliancewith operating systems accounting procedure and policies. Bases on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls.

LISTING AGREEMENT

The shares of the Company are presently listed at BSE Ltd. (Bombay Stock Exchange).

All statutory dues including Annual Listing Fees for the Financial Year 2017-18 hasbeen paid (with interest if any payable) by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.

CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.

All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

Details in respect of employees of the Company as required under section 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as per "AnnexureD"

The company has for Executive Directors and remuneration paid to them is disclosed inMGT-9. Further no sitting fee has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:

a) Employed throughout the year As per "Annexure E"
b) Employed for part of the year As per "Annexure E"

The remuneration paid to all Key Managerial Personnel was in accordance with theremuneration policy as adopted by the company.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company’s performance and for enhancing itsinherent strength. Your Directors also acknowledge with gratitude the encouragement andsupport extended by our valued stakeholders.

By Order of the Board of Directors For ShivamShree Businesses Ltd.

Sd/- Sd/-
PrafulBhai ParshottamBhai Shailesh Bhai Parshottambhai
Bavishiya Bavishiya
Date: 01/09/2018 (DIN: 01908180) (DIN: 01908191)
Place: Ahmedabad Managing Director Director