DIRECTORS' REPORT Your Directors would like to present the 24th Annual Report together with the Audited Accounts for the year ended March 31, 2015. The financial highlights of your Company for the year 2014-15 are as follows: OPERATIONS During the period under review, the Company has not done any business activity; hence there are no working Results. You must be pleased to know that the management of company has taken some concrete steps in order to revive the company and bring back the glories years of the company and thereby increasing share holders value. Some of the steps are as follows 1) Resumption in Trading of Equity Shares of Company at BSE Ltd 2) New Project Planning & Execution. 3) Restructuring of Company's balance sheet through Capital Reduction. DIVIDEND You directors have not recommended payment of any dividend during the period under review. Brief Description of the Company's Affairs In fact we are pleased to inform you that the company has already received NOC for the draft Scheme * of Capital Reduction from BSE Ltd and the petition in the Honb'le High Court at Hyderabad Judicature is in final stage of hearing and the order is expected any time. Once capital reduction is done the company shall explore all the possibilities of value creation for the shareholders. Once the company's capital is restructured and carry forward losses are set off, it would enable the management to explore various opportunities to enhance the net worth of the company through suitable means. With the above measure that the company has planned to initiate in the coming two years, the management of company is quite confident of increasing substantial share holder's value. Directorate In accordance with the provisions of the Companies Act,2013 read with the Articles of Association of the Company Shri. Gagan Lamba , Director of the Company will retire by rotation at this meeting and being eligible, your Board recommends his re-appointment. Declaration of Independence by Directors The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. Meetings of the Board of Directors The Company had 5 Board meetings during the financial year under review. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. For further details please refer report on Corporate Governance of this Annual Report. Extract of the Annual Return The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in MGT-9 and is attached to this Report in Annexure A Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee and other committees. In compliance with the provisions of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement with the Stock Exchanges, the Independent Directors held a meeting on February 4, 2015, and: • Reviewed the performance of non-independent directors and the Board as a whole • Assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board, which is necessary for the Board to effectively and reasonably perform their duties Familiarization Program for Independent Directors Pursuant to Clause 49 of the Listing Agreement, the Company shall familiarize the Independent Directors with the Company and their roles, rights, responsibilities in the Company, nature of industry in which the company operates, business model of the Company etc. However, the Independent Directors have been a part of the Board for a few years now, and so no separate sessions for Familiarization have been conducted during the year. Remuneration Policy The Objectives of the policy 1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and key Managerial positions and to determine their remuneration. 2. To determine remuneration based on the company's size and financial position and trends and practices on remuneration prevailing in peer Companies. 3. To carry our evaluation of the performance of Directors, 4. To provide them regard linked directly to their effort, performance, dedication and achievement relating to the Company's operations. Details of Subsidiary / Joint Ventures / Associate Companies The company has neither has any subsidiary nor any joint venture(s) during the year. Auditor In terms of the sub-section (2) of section 139 of the Companies Act,2013 (effective from 01.04.2014) no Listed Company shall appoint or re-appoint an Auditing Firm as the Auditor for more than two terms of five consecutive years. Provided that the firm is eligible to be appointed or re-appointed in the same company after five years from the completion of existing term. In pursuance of the above, every listed Company shall comply with this requirement within a transactional period of three years from the date of commencement of the Act i.e. 1st April,2014. Shri. Ramachandra Rao, the existing Auditors, have been appointed as the Statutory Auditors of the company for auditing the annual financial statements of the company. The Company would like to comply with this new provision within said transactional period of three years. In the meantime, the Company proposed to re-appoint Mr. Ramachandra rao as Statutory Auditors for the financial year 2015-16 as well. Shri. Ramachandra Rao, the Statutory Auditors of the Company will retire at the conclusion of this Annual General Meeting and being eligible, they have offered themselves for re-appointment as Statutory Auditors and have confirmed that their re-appointment, if made, would be within the limits prescribed under section 141 of the Companies Act,2013. Accordingly, the Board recommends their reappointment at this AGM. The notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, Mrs. Manjula Aleti, Company Secretary in Practice, have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is given as Annexure B to this report. Internal Audit & Controls Since there is No Operations hence No Internal Audit is required. Vigil Mechanism In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. Risk management Policy The company is primarily exposed to credit risk, interest rate risk, liquidity risk and operational risks. The Board oversees and approves the Company's enterprise wide risk management framework. It reviews credit and operational risks and policies in relation to investment strategy and other risks like interest rate risk and liquidity risk. The Company's management monitors and reports principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The company's management systems, organizational structures, processes, standards and code of conduct together form the risk management governance system of the company. Your company has a robust Risk Management Methodology which has been implemented effectively outlining the exposure given to the Clients of the Company and ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit and compliance with the law and relevant standards. Deposits Your Company did not invite or accept any Deposit during the year under review. Contracts and arrangements with Related Parties Related Party Transaction entered into during the year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives which could have had a potential conflict with the interests of the Company. Corporate Governance The Corporate Governance regulations as per the Listing Agreements have been fully complied with. The Report of your Directors on the practices of Corporate Governance forms part of this report in Annexure C. A Certificate from the Secretarial Auditor of the Company regarding compliance with the Code of Corporate Governance is annexed. Management Discussion and Analysis Obligation of Company under the Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013 In order to prevent Sexual Harassment of Women at Workplace the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December 9, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into * complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for Prevention of Sexual Harassment of Women at Workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of Harassment. Particulars of Employees There was no employee whose particulars Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are to be reported. There was no employee whose particulars as per the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are to be reported. Information required under section 134(3)(m) of the Companies Act, 2013 Your Company has no activity with regard to conservation of energy or technology absorption. Your Company does not have any foreign exchange earnings or outgo during the year. Directors' Responsibility Statement As required by Section 134(5) of the Companies Act, 2013, your Directors confirm: (a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; (b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2015, and of the profit/loss of the Company for that year; (c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) that the Directors have prepared the annual accounts on a going concern basis; (e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Listing with Stock Exchanges The Company's Equity Shares continue to be listed on BSE Limited. Listing fees for 2014-15 has been pending to be paid to the Exchange as the company has been facing severe liquidity crisis in wake of pending court order for capital Reduction. However all measures are being taken to make such payment at the earliest. Acknowledgment The Directors of your Company thank the Government of India, virous State Governments and their concerned Department / Agencies / Regulatory Authorities for their continued support and cooperation. The Director also wish to place on record the support extended by every stakeholders of the company. By Order of the Board For Shiva Medicare Limited SD/- AMIT JAIN Director DIN:00028335 Date: 18.08.2015 Place: Hyderabad |