Shyamkamal Investments Ltd Directors Report.

Dear Members,

Your Directors presents their 37th Annual Report on the Standalone Audited Statement of Accounts of Shyamkamal Investments Limited ("The Company") for the Financial Year ended March 31, 2019.

Financial Results:

The summarized financial performance of the Company for the FY 2018-19 and 2017-18 are given below:

[Amount in INR]

Particulars

Standalone

2018-19 2017-18
Revenue from operations - 12,77,602
Other Income - 15,160
Total Revenue - 12,92,762
Total Expenses 33,53,351 62,06,205
Profit/(Loss) before exceptional items and tax (33,53,351) (49,13,443)
Exceptional Items - -
Profit/(Loss) before extraordinary items and tax (33,53,351) (49,13,443)
Net Profit/(Loss) Before Tax (33,53,351) (49,13,443)
Provision for Tax
- Current Tax - -
- Deferred Tax (Liability)/Assets 1,918 639
- Excess/(short) provision for earlier years 2,05,456 -
Profit/(Loss) for the period from continuing operations (35,60,725) (49,14,082)
Earnings per equity share (for continuing operation):
- Basic (0.44) (0.59)
- Diluted (0.44) (0.59)

Review of Operations

During the year under review, the Company has not earned any revenue whereas Rs. 12,92,762 was earned in previous year.

Further, the Company incurred loss to the tune of Rs. 33,53,351 as against Loss of Rs. 49,14,082 for the corresponding previous year.

Share Capital

The Authorised Share Capital of the Company as on March 31,2019 is Rs. 11,00,00,000 divided into 1,10,00,000 Equity Shares of Rs. 10/- each and Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 8,29,00,000 , comprising of 82,90,000 Equity shares of Rs. 10/- each.

During the year under review, the Company has not issued any equity shares.

State of Affairs and Future Outlook

Your Company is into the business of Securities Trading and Investments Activities and also a RBI registered NBFC (non deposit acceptance). The management has been regularly discussing about the future plans and projects to be undertaken by the company. The management has been taking a cautious approach towards the business owning the losses incurred in the previous years and limitation of funds. So keeping in mind the future prospects and need to conserve resources the management has decided to not to expand business in aggressive manner in the near future but is optimistic in the long run.

Dividend

Due to loss incurred by the Company, your Directors do not recommend any dividend for the year under review.

Transfer to Reserves

For the financial year ended 31st March, 2019, no amount was carried to General Reserve nor to special reserve due to loss incurred in pursuant to section 45 IC of the reserve Bank of India Act, 1934.

Capital Adequacy

Your Company had Capital to risk Assets Ratio (CRAR) of 98.44% as on March 31,2019, as compared to the ratio of 15.00% as prescribed by the Reserve Bank of India.

Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

Directors and Key Managerial Personnel

At the 36th Annual General Meeting held on 21st September, 2018, Kailashchandra Kedia (DIN: 01292825) was re-appointed as the Director of the Company, who was liable to retire by rotation.

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Sanjay Rameshchandra Talati (DIN: 06927261), Director of the Company, retires by rotation and being eligible; offers herself for reappointment at the forthcoming 37th Annual General Meeting. Also, as per the recommendation of Nomination and Remuneration Committee, the Board has re-appointed him as a Whole-time Director for a further period of 5 years w.e.f. 14th July, 2019, subject to approval of the members of the Company in ensuing Annual General Meeting.

The Board recommends the said reappointment for shareholders approval.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

Sr. No. Name of KMP Designation
1. Mr. Sanjay Talati Whole Time Director

During the year, there has been no change in the Key Managerial Personnel.

Declaration by Independent Directors

The Independent Director(s) of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.

Board Meetings

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.

During the financial year 04 (Four) Board Meetings were held on May 18, 2018, August 13, 2018, November 12, 2018 and February 11,2019. The gap between any two Board meetings during this period did not exceed one hundred and twenty days.

Attendance details of Directors for the year ended March 31,2019 are given below:

Name of the Directors Category No. of Board Meetings attended
Mr. Kailashchandra Kedia Chairman and Director 04
Mr. Sanjay Talati Whole-Time Director 04
Ms. Meeta Mittal Independent Director 04

Discussions with Independent Directors

The Boards policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 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 Committees. The Directors expressed satisfaction with the evaluation process.

Audit Committee

Your Company has formed an Audit Committee. All members of the Audit Committee possess strong knowledge of accounting and financial management.

During the Financial Year 2018-19, 04 (Four) meetings of the Committee were held on, May 18, 2018, August 13, 2018, November 12, 2018 and February 11,2019.

Details of the composition of the Committee and attendance during the year are as under:

Sr. No. Name of the Directors Designation No. of Board Meetings attended
1 Ms. Meeta Mittal Chairperson & Independent Director 04
2 Mr. Sanjay Talati Member 04
3 Mr. Kailashchandra Kedia Member 04

The primary objective of the Audit Committee is to overview functions on corporate governance, which holds the management accountable to the Board and Board, in turn, accountable to the shareholders.

The primary role of the Audit Committee is that of assisting the Board of Directors in overseeing the:- Integrity of the Companys financial statements;

- Compliance with legal and regulatory requirements and the Code of Conduct;

- Qualification and independence of the statutory auditors;

- Performance of the Companys statutory auditors and the Internal Audit function; and

- Adequacy and reliability of the internal control system.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nomination & Remuneration Committee

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company.

During the Financial Year 2018-19, 04 (Four) meetings of the Committee were held on, May 18, 2018, August 13, 2018, November 12, 2018 and February 11,2019.

Details of the composition of the Committee and attendance during the year are as under:

Sr. No. Name of the Directors Designation No. of Board Meetings attended
1 Ms. Meeta Mittal Chairperson & Independent Director 04
2 Mr. Sanjay Talati Member 04
3 Mr. Kailashchandra Kedia Member 04

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this report as Annexure II and is available on our website www.shyamkamal.com.

During the year, there have been no changes to the Policy.

Particulars of Managerial Remuneration

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company is enclosed as Annexure III and forms an integral part of this report.

The Company has no employee on its pay roll during the year under review and hence details w.r.t. Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is not provided in this Report.

Stakeholders Relationship Committee

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders etc. The Committee reviews Shareholders/Investors complaints like non-receipt of Annual Report, physical transfer/transmission/transposition, split/consolidation of share certificates, issue of duplicate share certificates, etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

The total numbers of complaints received during the year were NIL and there was no pending complaint as on 31st March, 2019.

During the Financial Year 2018-19, 04 (Four) meetings of the Committee were held on, May 18, 2018, August 13, 2018, November 12, 2018 and February 11,2019.

Details of the composition of the Committee and attendance during the year are as under:

Sr. No. Name of the Directors Designation No. of Board Meetings attended
1 Ms. Meeta Mittal Chairperson & Independent Director 04
2 Mr. Sanjay Talati Member 04
3 Mr. Kailashchandra Kedia Member 04

Directors Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have 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 this 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 are adequate and were operating effectively.

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

Extract of Annual Return:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure IV and forms an integral part of this report.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any subsidiary/Associate company and has not entered into joint venture with any other company.

Auditors

(i) Statutory Auditors

The Members of the Company at the 32nd Annual General Meeting (‘AGM) held on 22nd September, 2014 approved the appointment of M/s. ABN & Co., Chartered Accountants (Firm Registration no. 04447C), as the Auditors of the Company for a period of five years from the conclusion of the said AGM. M/s. ABN & Co. will complete their present term on conclusion of ensuing AGM in terms of the said approval and Section 139 of the Companies Act, 2013 (‘the Act) read with the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company (‘the Board), on the recommendation of the Audit Committee (‘the Committee), proposed to re-appoint of M/s. ABN & Co., Chartered Accountants (Firm Registration no. 04447C), as the Auditors of the Company for a further period of five years from the conclusion of ensuing AGM till the conclusion of the 42nd AGM. On the recommendation of the Committee, the Board also recommended for the approval of the Members.

Hence, the Notice convening the ensuing 37th AGM contains a resolution of appointment of Statutory Auditors.

(ii) Cost Audit

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

(iii) Secretarial Audit

In terms of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the Board of Directors of the Company had appointed M/s. N. S Gupta & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the F.Y 2018-19. The Secretarial Audit Report is enclosed as Annexure V to this report.

Explanation(s)/Comment(s) pursuant to Section 134(3)(f)(i) & (ii), if any, of The Companies Act, 2013:

Pursuant to Section 134(3)(f)(i)

There are no adverse remarks/Qualifications made in Statutory Report issued by Statutory Auditor of the Company.

Pursuant to Section 134(3) (f) (ii) (Secretarial Audit Observations):

i. The company is in the process to appoint internal auditor.

ii. The company has undertaken requisite steps to constitute the audit and nomination and remuneration committees as per prescribed provisions of the Act.

iii. The Company is taking suitable steps to fill in the gap regarding Independent Directors so that the prescribed quorum can be fulfilled.

iv. The Company are in process to update its website.

Company Secretary

The Company is in process of appointing Company Secretary in whole time employment pursuant to Section 203 of the Companies Act, 2013 read with Rule 8 & Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Internal Audit & Controls

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors.

Employees Stock Option Plan

The Company has not provided stock options to any employee.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Regulations) 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shyamkamal.com.The employees of the Company are made aware of the said policy at the time of joining the Company.

Risk Management Policy

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

Corporate Governance Report

Good corporate practices ensure that a Company meets its obligations to optimize shareholders value and fulfils its responsibilities to the community, customers, employees, Government and other segments of the Society. It will, therefore, be its constant endeavor to achieve long term corporate goals.

The provisions of the Corporate Governance is not applicable to the Company pursuant to Regulation 15(2)(a) of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company has taken various steps to initiate good Corporate Governance practices.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31,2019.

Further, the Company does not intend to raise any public deposit in terms of its declaration to the Reserve Bank of India.

Loans & Guarantees

During the year under review, the Company has not given any loan, guarantee or provided security covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.

Further, particulars of loan given and investment made are provided in the financial statement (please refer to note nos. 03 & 04 to the financial statement).

Related Party Transactions

As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financial year 2018-19, the particulars as required in form AOC-2 have not been furnished.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Companys total cost of operations. However, as a part of the Companys conservation of energy programme, the management has appealed to all the employees/workers to conserve energy.

(b) Absorption of Technology:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

(c) Research and Development (R&D):

The Company believes that in order to improve the quality and standards of services, the Company has progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

(c) Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL and the total foreign exchange earned was NIL.

Transfer of Amounts to Investor Education and Protection Fund

The 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).

Corporate Social Responsibility

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee and frame a policy thereof.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at workplace (Prevention, prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year ended 31st March 2019, Company has not received any complaint of harassment.

Listing with Stock Exchange

The shares of the Company are listed on BSE only.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

Material Changes and Commitments Affecting the Financial Position of the Company:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Acknowledgement

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

On behalf of the Board

Sd/- Sd/-
Meeta Mittal Sanjay Talati
Director Whole Time Director
Place: Mumbai DIN: 08015498 DIN: 06927261
Date : August 23, 2019