To
The Members
Your Directors have pleasure in presenting their 33rd Annual Report together with the
Audited Financial statements of the Company for the Year ended March 31, 2023
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The key highlights of financial results for Shivom Investment & Consultancy Limited
for the financial year 2022-2023 are tabulated below:
(Amount in Lacs)
| Particulars |
2022-23 |
2021-22 |
| Gross Income |
351.69 |
317.72 |
| Profit Before Interest and Depreciation |
(4747.32) |
17.30 |
| Finance Charges |
153 |
- |
| Depreciation |
- |
- |
| Profit Before Tax & Exceptional Items |
(4900.70) |
17.30 |
| Exceptional Items |
|
|
| Profit Before Tax |
|
|
| Tax Expenses: |
|
|
| Current Year Tax |
- |
3.00 |
| Deferred Tax |
- |
144.42 |
| MAT Credit |
- |
- |
| Net Profit After Tax |
4900.70 |
130.012 |
| Balance of Profit brought forward |
(70.0587) |
(1.8601) |
| Profit for the period |
|
|
2. BRIEF DESCRIPTION OF THE COMPANYS STATE OF AFFAIRS:
During the year under review the Company has suffered huge losses.
3. STATUTORY RESERVE FUND:-
The Company has not transfer to Statutory Reserve Fund during the financial year
2022-23.
4. DIVIDEND:-
The Board does not recommend any dividend for the financial year 2022-23. due to heavy
losses of the Company
SHARE CAPITAL:-
The paid up equity capital as on March 31, 2023 was Rs. 69,95,13,250/- (Rupees
Sixty Nine Crore Ninety Five Lacs Thirteen Thousand Two Hundred Fifty Only). There was no
public Issue, right issue, bonus issue or preferential issue etc. during the year. The
Company has not issued shares with differential voting rights, sweat equity shares nor has
it granted any stock options.
5. CHANGES IN THE NATURE OF BUSINESS:-
There has been no Change in the nature of the business of your Company.
6. PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the
financial year 2020-21.
7. DELISTING OF SHARES OF THE COMPANY.
The Companys Shares was delisted from BSE on 29th February, 2023.The Company with the
permission of the members make application for delisting of its Shares from Metropolitan
Stock Exchange of India Limited and Calcutta Stock Exchange.
OUTSTANDING LISTING FEES, PENALTIES OF SEBI, BSE, MSE, NSDL, CDSL & R & T:
The Board of Directors of the Company has taken note of Outstanding listing fees of
SEBI BSE, MSE, NSDL, CDSL & R & T of the Company. The Board of director also take
note of penalty imposed by SEBI on the Company and Ex Directors of the Company.
REVOCATION OF SUSPENSION OF TRADING AT BSE:
The Company has appointed Company secretary and Compliance Officer Mr. Nitin S. Shah
for to take necessary steps for revocation of its trading from BSE.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees or Investments under Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements. The NBFC Companies are exempted
from Section 186(2) of Companies Act 2013.
9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an adequate Internal Control System, commensurate with the size, scale
and complexity of its operations. The scope of work includes review of process for
safeguarding the assets of the Company, review of operational efficiency effectiveness of
systems and processes, and assessing the internal control strengths in all areas.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR
provisions are not applicable to your Company.
11. WRITTEN OFF LOANS
During the year under the review, the Company has written off loans of Rs. Which were
not recoverable for more than three years and after making all efforts by the Company.
13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)
Your Company does not have any subsidiary/joint ventures/ Associates Company.
14. DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to
state that:
i) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
ii) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 and of
the profit or loss of the Company for the year under review.
iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
vi) The Directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGOINGS:-
The provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 with respect to particulars of conservation of energy, technology
absorption etc are not applicable to the Company.
During the period under review there was no foreign exchange earnings or out flow.
16. RELATED PARTY TRANSACTIONS:
During the year under review, the Company had not entered into any
contract/arrangement/ transaction with related parties which could be considered material
as per listing agreement with stock exchanges. Further, there are no materially
significant related party transactions during the year made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons.
17. MATERIAL CHANGES AND COMMITMENTS:
No significant and material changes have occurred between the end of the financial year
of the Company to which the financial statements relate and the date of the report.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
The Company has received the order from Securities and Exchange Board of India dated
February 24, 2023 vide ref No: WTM/AB/CFID/CFID-SEC1/24081/2022-23 imposing a penalty of
Rs.20,00,000/- on company and Rs.17,00,000/- on directors of the Company.
18. AUDITORS:
Mr. Prakash Mandhaniya, Chartered Accountants, partner of "ADV &
Associates" Firm Registration No. - 128045W, Membership No. - 421679 has resigned
w.e.f. 14-08-2023 and M/s. Deepak Saravagi & Co. Chartered Accountant (Membership No.
134193) has been recommend by Audit Committee and Board to appoint him as a Statutory
Auditor of the Company subject to approval of the Member in the ensuing General Meeting,
the Statutory Auditor who has been appointed as a New Statutory Auditor in ensuing AGM,
who shall hold the office for 5 years, up to the 6th Annual General Meeting.
19. AUDITORS REPORT:
The observation made in the Auditors Report read together with relevant notes thereon
are self explanatory and hence, do not call for any further comments under Section 134 of
the Companies Act, 2013. The Auditors Report does not contain any qualification,
reservation or adverse remark.
DIRECTORS TAKEN NOTE OF OBSERVATIONS
Directors of the Company has taken note of Auditors observations made by the Mr.
Prakash Mandhaniya, Chartered Accountants . The Board of Directors of the Company has
taken note it.
20. SECRETARIAL AUDIT:
The Board had appointed Mehul Raval, Practicing Company Secretary, (C.P No. 10555), to
carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act,
2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit report is annexed herewith as "Annexure A"
The board has take note of the Observation and Remarks of the Secretarial Auditor in
its meeting held on 14-08-2023.
DIRECTORS TAKEN NOTE OF OBSERVATIONS:
Directors of the Company has taken note of Statutory observations made by the
Practising Company Secretary Mehul Raval. The Board of Directors has take note of it and
is making every efforts for making payment of BSE dues, SEBI Penealty etc.
21. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each of the Independent Directors,
under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of
independence laid down in section 149(6) of the companies Act, 2013.
22. NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company / business
policies and strategies apart from other Board business. During the year, Board Meeting
were held. The maximum time gap between any two consecutive meetings did not exceed 120
days. Detailed information is given in the Corporate Governance Report.
23. DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:
Information regarding Directors Remuneration Policy and criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under sub-section (3) of Section 178 are provided in the Corporate Governance Report .
24. RISK MANAGEMENT:
In todays economic environment, Risk Management plays a very important part of
business. The main aim of risk management is to identify, assess, prioritize, monitor and
take precautionary measures in respect of the events that may pose risks to the business.
The Company is not subject to any specific risk except risks associated with the general
business of the Company as applicable to the industry as a whole.
At present the Company has not identified any element of risk which may threaten the
existence of the Company.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In line with the provisions of the Section 177(9) of the Act and the revised Regulation
22 of the SEBI (LODR) Regulation, the Company has adopted Whistle Blower Policy, as part
of vigil mechanism to provide appropriate avenues to the Directors and employees to bring
to the attention of the management any issue which is perceived to be in violation of or
in conflict with the fundamental business principles of the Company.
This vigil mechanism provides for adequate safeguards against victimization of
employees and directors who avail of the vigil mechanism and also provide for direct
access to the chairperson of the Audit committee, in exceptional cases. The Company
Secretary/Managing Director is the designated officer for effective implementation of the
policy and dealing with the complaints registered under the policy.
26. PARTICULARS OF EMPLOYEES:
As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no
employee falling under the above category, thus no information is required to be given in
the report.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:
There have been no such material change and commitment affecting the financial position
of the Company which have occurred between the end of the financial year to which the
financial statements relate and the date of the report.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
The Company has received the order from Securities and Exchange Board of India dated
February 24, 2023 vide ref No: WTM/AB/CFID/CFID-SEC1/24081/2022-23 imposing a penalty of
Rs.20,00,000/- on company and Rs.17,00,000/- on directors of the Company.
29. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015,
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.
The result of the evaluation done by Independent Directors was reported to the Chairman
of the Board. It was reported that the performance evaluation of the Board &
Committees was satisfactory. The Chairman of the Board provided feedback to the Directors
on an individual basis, as appropriate. The Directors expressed their satisfaction with
the evaluation process.
30. APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review The Following Appointment and Resignation are found as on 31.03.2023
| S. No. |
Name of Person |
Designation |
Date of Appointment |
Date of Resignation |
| 1. |
Ankit Gala |
Independent director / Non executive director. |
15/09/2020 |
22-08-2022 |
| 2 |
Amit Somani |
Independent director / Non executive director . |
03/09/2020 |
NIL |
| 3. |
Bharat Shah |
Independent director / Non executive director |
16/01/2023 |
NIL |
| 4 |
Karan Shah |
Independent director / Non executive director |
16/01/2023 |
NIL |
| 5 |
Nitin Shah |
Company Secretary & Compliance Officer |
20-03-2023 |
NIL |
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. During
the year under review, there was no case filed pursuant to the sexual harassment of Women
at workplace (Prevention, Prohibition and Redressal) Act, 2013.
32. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Managements
discussion and analysis is presented in a separate section forming part of the Annual
Report.
33. CORPORATE GOVERNANCE:
The Company has complied with the corporate governance code as stipulated under SEBI
Listing Regulations with the Stock Exchanges. A separate section on corporate governance
under the listing agreement, along with a certificate from the auditor confirming the
compliance, is annexed and forms part of this Annual report as "Annexure C".
34. AUDIT COMMITTEE:
Details pertaining to composition of Audit Committee are included in the report on
Corporate Governance. All the recommendations made by Audit Committee were accepted by
Board.
35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
36. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
Companys executives, staff and workers.
| Registered office: |
On behalf of the Board of Directors of |
|
| UNIT No.CG/76, Ground Floor, |
For Shivom Investment & Consultancy Limited |
|
| Carnival house Off. AK Vaidya , |
|
|
| Marg, Malad east NA Mumbai |
|
|
| Mumbai City MH 400097 IN |
|
|
|
Sd/- |
Sd/- |
| Place: Mumbai |
Amit S. Somani |
Chaitanya Pandya |
| Date: 14-08-2023 |
Director |
Director |
|
(DIN:05327511) |
(DIN: 10109798) |
+91-9892691696
