Shiva Medicare Ltd Directors Report.

To the member of

Shiva Medicare Limited

Your Directors would like to present the 27th Annual Report together with the Audited Accounts for the year ended March 31, 2018. The financial highlights of your Company for the year ended March 31, 2018 are as follows:

1. FINANCIAL RESULTS:

Particulars Financial Year ended 31st March, 2018(in Rs.) Financial Year ended 31st March, 2017(in Rs.)
1. Revenue from Operations 0 0
2. Indirect Income 0 303,558
Total Income 0 303,558
Finance Costs 11,860 265,391
Depreciation 335,275 21,593
Total Expenditure 11,611,104 10,882,106
Profit/Loss Before Tax (11,611,104) (10,865,532)
Less: Tax Expenses 0 0
Prior Period Adjustments 0 (38,356)
Net Profit /Loss After Tax (11,611,104) (10,903,918)
Earnings per share(Basic & Diluted): (5.10) (4.79)

2. OPERATIONS:

During the year under review, the company has been working on taking over a special medical device Safety Syringe manufacturing activity and suitable steps are being taken by the Company to identify niche products to be manufactured by the company and main business objective would be brought to some logical conclusions by end of the year.

In the process of exploring the takeover of special medical device products, your Company has incurred expenditure resulting into a loss of Rs.11,611,104/- in the current year as against the loss of Rs.10,903,918/- in the previous year. The increase has been on account of Finance Cost, Employment Benefit Expenses, Legal & Statutory Expenditures and other Expensesbeing highercompare to the previous year.

The Company has been in the process of closing a highly profitable business by adopting strategies to introduce manufacture of niche products and is hopeful to close the strategic acquisitions during the current financial year.

3. CHANGE IN SHARE CAPITAL:

There is a no change in Share Capital of the company during theyear under review.

4. DIVIDEND:

There being no operation carried out by the Company and the main activity being exploring setting up of new business, the Company during the financial year under review, has only incurred expenditure without there being revenue generation from operation as such, shareholders may not be rewarded with any dividend.

5. EXPORTS:

During the year under review there are no exports.

6. DEPOSITS:

Your Company did not invite or accept any Deposit during the year under review.

7. FUTURE OUTLOOK:

The company has been negotiating to take over the business of manufacturing, marketing and distribution of User Controlled Auto Retractable Safety Syringes.

8. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company in compliance of conditions of Corporate Governance norms stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance as Annexure - I.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), 2015 is presented in a separate section forming part of the Annual Report as Annexure – II.

10. ENVIRONMENT AND POLLUTION CONTROL:

The Company ensures the very minimum quantity of generation of waste, low emission levels and low noise pollution levels during the operations. As of now there is no such manufacturing facility available.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. APPOINTMENT AND CESSATION

a) APPOINTMENT:

There is no appointments taken place during the periodunder review .

b) CESSATION:

There is no cessation taken place during the year under review but, in May 30, 2018, the following cessation has taken place in the Company:

1. To take note of resignation of Mr. Ram Murthy Telukuntla (DIN: 01715859), Independent Director of the Company.

2. To take note of resignation of Mr. Raghu Ramaiah Kaveti (DIN: 03288531), Independent Director of the Company

B. EVALUATION OF THE BOARDS PERFORMANCE:

Board carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees of the Board, experience & competencies, performance of specific duties & obligations etc. Separate exercise of Board Members has been carried out to evaluate the performance of individual Directors inducted on to the Board, and Chairman who have been evaluated on parameters such as attendance, Professional contribution at the meetings, independent judgment and all such other matters.

The evaluation of the Independent Directors and that of the Chairman has been carried out by the entire Board excluding the Director being evaluated and the evaluation of Non-Independent Directors has been carried out by the Independent Directors. A separate meeting of Independent Directors was also held during the year wherein the performance of Chairman, Board and Executive Directors has been evaluated.

The Directors have been satisfied with the evaluation results, reflecting the overall engagement of the Board and its Committees.

C. REMUNERATION POLICY:

The company follows a policy on remuneration of Directors and Senior Management Employees.

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 companys size and financial position and trends and practices on remuneration prevailing in peer Companies.

3. To carry out evaluation of the performance of Directors,

4. To reward linked directly to their effort, performance, dedication and achievement in relation to the operations of the Company.

C. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declaration stating that they meet the criteria of independence as provided under Companies Act, 2013.

D. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Company has formulated a familiarization program for Independent Directors to provide insights into the Companys insight and other important aspects to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director.

12. AUDITORS & AUDITORS REPORT:

A. STATUTORY AUDITORS:

M/s. Srinivas P & Associates (Formerly called as M/s. SPED & CO.,), Chartered Accountants (Firm Reg No. 006987S & Membership# 204098), appointed on December 31, 2016 as a Statutory Auditors of the Company for a period of 5 years subject to ratification at every annual general meeting of the Company.

M/s. Srinivas P & Associates, vide letter dated 06.12.2016; have confirmed their consent and their eligibility to be appointed as the statutory auditors of the company for a period of 5 Years from the Conclusion of 25thAGM to 30thAGM.

B. SECRETARIAL AUDITOR:

During the year, the Company has appointed M/s. Sunil Kacham & Associates represented by Mr. Sunil Kumar Kacham (Member Ship # 46155 & Certificate of Practice

# 16820), Company Secretary in Practice, as Secretarial Auditor of the Company. The report of the Secretarial Auditor is annexed as Annexure – III to this report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

C. INTERNAL AUDITOR:

Since there have not been any operations during the year, Internal Audit is not required.

13. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

(b) 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 and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) 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 have been found to be adequate and in operation effectively; and

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems have been adequate and operating effectively.

14. RELATED PARTY TRANSACTIONS:

All related party transactions that have been entered during the financial year were on arms length basis and have been in the ordinary course of business. There have been no materially significant transactions made between related party and the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to Significant Accounting Policies 1.14 to the financial statement which sets out related party disclosures.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO:

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.

16. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information in respect of the employees of the Company required pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request in terms of Section 136 of the Act.

No employee was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended; and hence disclosure, to the effect as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 to the effect.

18. POLICY ON SEXUAL HARASSMENT:

The Company has adopted policy on Prevention of Sexual Harassment of Employees at workplace in accordance with The Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaints pertaining to sexual harassment.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER

SECTION 186:

The Company has not; made any loan; given guarantee or provided any security pursuant to the provisions of Section 186 of Companies Act, 2013. The details of investments made by the Company pursuant to the provisions of Section 186 of Companies Act, 2013 is provided in the financial statement.

20. DISCLOSURES:

A. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return of the Company is annexed herewith as Annexure IV to this Report.

B. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Ram Murthy Telukuntla (Chairman), Mr. Raghu Ramaiah Kaveti and Mr. Mahesh Kumar Vellaboyina as other members.

All the recommendations made by the Audit Committee have been accepted by the Board.

C. 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. No complaints received during the year 2017-18.

D. NUMBER OF BOARD MEETINGS:

The Board of Directors of the Company met Five (5) times during the financial year. For further details, report on Corporate Governance may be refereed to.

E. LISTING FEES:

The Company confirms that it has paid listing fees for the year to BSE Limited where its shares are listed.

21. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. The Company has no subsidiaries, joint ventures or associate companies. b. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

22. APPRECIATION:

The Board of Directors is pleased to place on record its appreciation of the co-operation and support extended by Government of India, vairous State Governments and their concerned Department / Agencies / Regulatory Authorities for their continous support and co-operation. The Directors also wish to place on record the support extended by each and every stakeholders of the company.

By the Order of the Board
For Shiva Medicare Limited
Sd/- Sd/-
Kishan Prasad Palaypu Shiva Rama Babu Velchuri
Director Director
DIN: 01154438 DIN: 06866062

Place: Hyderabad

Date: November 24, 2017