Shiva Medicare Ltd Management Discussions.

1. INDUSTRY STRUCTURE & DEVELOPMENT

The Indian Pharmaceutical industy currently tops the charts amongst indias science based industies with wide ranging capabilities in the complex field of drug manufacture & technology. With Leading MNC players from around the world scounting for potential takeover of Indian Companies and Indian Pharma Sector is growing very healthy along with economy. A highly organized sector, the indian pharmaceutical industry is estimated to be worth $6billion, growing about 8 to 9% annually against the GDP projection of 6%. It ranks very high amongst all the third world countires. The pharma industry in india meets around 70% of the countrys demand for bulk drugs, drug intermediaries, pharma formulations, tablets, capusules, orals and injectibles. There are apporximaterly 250 large units which form the core of the pharma industry in India.

2. ABOUT THE COMPANY

During the year ended the company in process of manufacturing some very vital Pharma Indigents that will have an assured buy back arrangement with couple of leading Pharmaceuticals manufacturers. Your company has already paid advance for identifying suitable land to put up a state of Art plant in coming near future. Management of company is working very hard to add to share holders value.

3. OPPORTUNITIES & THREATS

Indian Pharma Sector is one of the sunrises Sector. With the new government initiative of MAKE in INDIA there is significant new opportunity in the Indian Pharma Industry. With many MNCs acquiring small and midsize Pharma companies. Your company foresees a better future in years to come.

The company is also trying to identify suitable land parcel where in company can start its further activities. Advances for the same have already been given and the process to negotiate and finalize should be completed once the Capital Restructuring process is over.

THREATS:

Firms in Pharmaceutical sector are facing following problems in adding capacity due to:

Non-Availability of Adequate raw materials in terms of quantity and quality and at attractive prices

Lack of Infrastructure

Shortage of skilled manpower and labour related issues

Uncertainty in market conditions

High financial charges

4. OUTLOOK

The management is trying to bring back company on the growth trajectory and revive its operations there by significantly adding to share holders value.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems.

6. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

There are no material developments in the Human Resources area. The industrial relations have been generally satisfactory. The Company constantly reviews the man power requirements and has a properly equipped Department to take care of the requirements. The total number of people employed by the Company as on March 31, 2018 was 3.

7. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The total income for the year 2017-18 was Rs.0/- and incurred loss of Rs. 1.16 Crores.

8. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of financial statements, no treatment different from that prescribed in Accounting Standard has been followed.

NOTE:

1. Readers are advised to kindly note that the above discussion contains statements about risks, concerns, opportunities, etc., which are valid only at the time of making the statements. A variety of factors known / unknown, expected or otherwise may influence the financial results. These statements are not expected to be updated or revised to take care of any changes in the underlying presumptions.

2. Readers may therefore appreciate the context in which these statements are made before making use of the same.

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON

31 ST March, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

SHIVA MEDICARE LIMITED

No.8-2-676/A/A/A/1&2, Road No.13 Banjara Hills, Hyderabad TG 500034

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SHIVA MEDICARE LIMITED (hereinafter called ‘the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing ouropinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 ("Audit Period") generally complied with few exceptions with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by SHIVA MEDICARE LIMITED for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) (to the extent applicable) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) viz.:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28thOctober, 2014 - not applicable during the audit period;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - not applicable during the audit period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - not applicable during the audit period;

(h) The Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998; - not applicable during the audit period;

(i) Securities and Exchange Board of India (Depositories and Participants ) regulations, 1996.

The following are the industry specific laws which are applicable to the Company:

a) Drugs and Cosmetics Act, 1940; b) The Medicinal and Toilet Preparations (Excise Duties ) Act, 1955; c) Drugs Price Control Order, 2013 and notifications made thereunder; d) Electricity Act, 2003; e) Indian Boilers Act, 1923

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) Listing Agreement entered into by the Company with Stock Exchanges and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

During the period under review the Company has generally complied with few exceptions with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. One of the few exceptions as mentioned below:

The Financial Statements and Annual Return for the year ended 31st March, 2017 were not filed with Registrar of Companies, Hyderabad as per the Act, Rules, Regulations, Guidelines.etc.

We further report that:

Adequate notice is given to directors to schedule the Board Meetings, agenda and detailed seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As a general practice of the Board decisions are taken on unanimous consent.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Sunil Kacham & Associates
Company Secretaries
Sd/-
Date: November 24, 2018 Sunil Kumar Kacham
Place: Hyderabad ACS: 46155
CP No. 16820