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Shivansh Finserve Ltd.

BSE: 539593 Sector: Financials
NSE: N.A. ISIN Code: INE728Q01014
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NSE 05:30 | 01 Jan Shivansh Finserve Ltd
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VOLUME 250
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OPEN 1.20
CLOSE 1.20
VOLUME 250
52-Week high 3.61
52-Week low 1.20
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shivansh Finserve Ltd. (SHIVANSHFINSERV) - Director Report

Company director report

To

The Members

Shivansh Finserve Limited

(Formerly known as Mansarovar Financial Services Limited)

Your Directors have pleasure in presenting the Board's Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

Standalone
Particulars 2016-17 2015-2016
Gross Income 35.11 34.32
Profit Before Interest and Depreciation 10.58 (06.68)
Finance Charges 0.014 0.015
Gross Profit 10.58 (06.68)
Provision for Depreciation 00.00 00.00
Net Profit Before Tax 10.58 (06.68)
Provision for Tax 03.35 00.00
Net Profit After Tax 07.23 (06.68)

DIVIDEND

However with the view to conserve the resources of company the directors are notrecommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry current year profit to its reserves.

CHANGES IN SHARE CAPITAL

There has been no change in the Share Capital of the company.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2016-17 the Company held nine board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 and SEBI (LODR) Regulations 2015 were adhered to whileconsidering the time gap between two meetings.

Date of Meeting Board Strength No. of Directors Present
30/05/2016 4 4
01/06/2016 4 4
13/08/2016 4 4
01/09/2016 4 4
05/09/2016 4 4
10/11/2016 3 3
14/11/2016 3 3
11/02/2017 3 3
31/03/2017 3 3

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(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.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND REPORT THEREON

The Auditors M/s KAMLESH BHOJANI & ASSOCIATES Chartered Accountants beingeligible offer themselves for ratification of their appointment from the conclusion ofthis Annual General Meeting [AGM] till the conclusion of next AGM.

Their continuance of appointment and payment of remuneration are to be confirmedapproved and to be ratified in the ensuing Annual General Meeting.

The qualifications or adverse remarks in the Auditors' Report are due to the decisionstaken in normal course of business and unavoidable conditions. The Notes on financialstatements are self-explanatory and needs no further explanation.

Further the Auditors' Report for the financial year ended 31st March 2017 is annexedherewith for your kind perusal and information.

LOANS GUARANTEES AND INVESTMENTS

The Company has provided Loans however the Company has not given any Guarantee or madeany Investments under section 186 of the Companies Act 2013 for the financial year ended31st March 2017

RELATED PARTY TRANSACTIONS

The Company has not entered into Related Parties Transactions as defined under Section188 of the Companies Act 2013 with related parties as defined under Section 2 (76) of thesaid Act.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.

DIRECTORS and KMP

During the current financial year the following changes have occurred in theconstitution of directors of the company:

Name Designation Date of appointment Date of cessation Mode of Cessation
DIMPLE COMPANY 01.01.2015 01.06.2016 RESIGNATION
PARMAR USHA SECRETARY
AGARWAL DIRECTOR 27.08.1992 10.11.2016 RESIGNATION

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The Company is not paying Remuneration to any director.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act 2013 the Company's Nomination andRemuneration Committee comprises of three Non-executive Directors. The table sets out thecomposition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Amit D. Gajjar Chairman Non Executive Independent Director
Mr. Jignesh shah Member Executive Director
Mr. Niravkumar. S. Shah Member Non Executive Independent Director

*NOTE: MS. Usha Agarwal has resigned from her post of directorship on 10.11.2016 alsoceased from the member of the committee so Mr. Jignesh Shah Executive Director isappointed as the member of the Nomination & Remuneration Committee w.e.f that date.The company is looking forward for the appointment of non executive independent directorfor the composition of committee.

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:

a. the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c. remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under.

The nomination committee has not fulfilling the criteria of composition of thecommittee so for that purpose the company is looking forward for the appointment of newdirector in order to fulfill the requirement of compliance.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company. However the company is not paying anyremuneration to directors of the company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees andCommission. The Non Executive Directors are paid sitting fees for each meeting of theBoard and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the company's AuditCommittee comprised of three directors. The board has accepted the recommendations of theAudit Committee. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Amit D. Gajjar Chairman Non Executive Independent Director
Mr. Jignesh shah Member Executive Director
Mr. Niravkumar S. Shah Member Non Executive Independent Director

*NOTE: MS. Usha Agarwal has resigned from her post of directorship on 10.11.2016 alsoceased from the chairmanship of the committee so Mr. Jignesh Shah Executive Director isappointed as the member of the Audit Committee and Mr. Amit Gajjar as the chairman of thecommittee.

SECRETARIAL AUDIT REPORT

There are some qualifications or adverse remarks in the Secretarial Audit Reportwhich require clarification/ explanation:

1) The company is in the process for the appointment of C.S/ CFO.

2) The company is also looking forward for the appointment of Woman Director.

3) The company has already made application for NBFC registration.

Further the Secretarial Audit Report as provided by M/s Khushbu Trivedi &Associates. Practicing Company Secretary for the financial year ended 31st March2017 is annexed herewith for your kind perusal and information.

COST AUDIT

The Cost Audit is not applicable to the company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act 2013 and as per SEBI (LODR)Regulations 2015 the company has established Vigil Mechanism for directors and employeesto report genuine concerns and made provisions for direct access to the chairperson of theAudit Committee. Company has formulated the present policy for establishing the vigilmechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders Directorsand employees to freely communicate and address to the Company their genuine concerns inrelation to any illegal or unethical practice being carried out in the Company. Thedetails of the Vigil Committee are annexed herewith for your kind perusal and information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSEL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent contractualtemporary trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required has been attached and formspart of this report.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

FOR & ON BEHALF OF THE
BOARD OF DIRECTORS
Date: 24.08.2017 Sd/- Sd/-
Place: Ahmedabad JIGNESH SHAH AMIT GAJJAR
DIN : 02112343 DIN : 05325653
(Director) (Director)