Shivkamal Impex Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 40^th Annual Report on the business and operations of the Company together with the audited Financial Statements of the Company for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE

A summary of the financial performance of the Company during the financial year 2024-25 along with previous year figures are given below:

(Rs. in hundreds)
PARTICULARS	FY 2024-25	FY 2023-24
Total Income	51,196.39	44,516.40
Profit before Tax	36,915.66	26,675.59
Less: Tax Expense	9,296.54	7,369.97
Profit for the year	27,619.12	19,305.62
Other Compressive Income/(Loss) for the year, net of Income Tax	-	-
Total Comprehensive Income	27,619.12	19,305.62

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with the allied Rules, the Annual Return of the Company for Financial Year ended March 31, 2025 will be available on the website of the company i.e. www.shivkamalimpex.com.

NUMBER OF BOARD MEETINGS

The Board of Directors of the Company meets at regular intervals to take business decisions and to discuss the performance of the Company. During the financial year ended March 31, 2025, the Board of Directors met 8 (Eight) times viz. on 16/05/2024, 27/05/2024, 12/08/2024, 14/11/2024, 02/12/2024,

17/12/2024, 14/01/2025 and 08/02/2025.

The necessary quorum was present for all the meetings. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied them consistently and made judgements 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;

iii. they 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they 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

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

FRAUD REPORTING

During the year under review, no incident of fraud has been reported by the Auditors to the Audit Committee pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received the Declaration of Independence from its Independent Directors

i.e. Ms. Heena Jain (DIN: 09494803), Mr. Surinder Kumar Nagpal¹ (DIN: 01171148) and Mr. Abhishek Agarwal² (DIN: 10864559) confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are not disqualified from continuing their appointment as Independent Director.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteria of

independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors has been included in the data bank maintained with the Indian Institute of Corporate Affairs (''IICA''). Further, Board of Directors confirms that all the Independent Directors meet the criteria of proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) read with Section 150 of Companies Act 2013 and Rules thereon.

NOMINATION AND REMUNERATION POLICY

The Company''s Policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Company''s website at http://www.shivkamalimpex.com/pdf/policies/ Revised%20POLICY%20ON%20DIRECTORS%20 APPOINTMENT%20AND%20REMUNERATION.p df.

The Objective of the Policy is to ensure that:

1. The level and composition of

remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

2. Relationship of remuneration to

performance is clear and meets

appropriate performance benchmarks; and

3. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short-and long-term performance objectives appropriate to the working of the Company and its goals.

RESPONSE TO AUDITORS'' REMARKS

There is no qualification, reservation, adverse remark or disclaimer made by M/s. Multi Associates, Chartered Accountant, Statutory Auditor of the Company and M/s Siddiqui & Associates, Company Secretaries, Secretarial Auditor of the Company in their Report for the financial year 2024-2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company, being a Non-Banking Financial Company registered with the Reserve Bank of India and engaged in the business of giving loans, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 in respect of loans, guarantees and security provided by it. Accordingly, the disclosures of the loans and guarantees given as required under the aforesaid Section have not been given in this Report.

Further, the Company has not made any investments attracting the provisions of Section 186 of the Companies Act, 2013 during the year under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the contracts or arrangements entered into by the Company with its related parties were in the ordinary course of business and at arm''s length. Further, there was no materially significant related party transaction entered into by the Company with its related parties.

Accordingly, the disclosure in Form AOC-2 as prescribed under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not required and hence, the same is not attached with this Report. Details of transactions with related parties during FY 2024-25 are provided in the notes to the Financial Statements of the Company.

STATE OF COMPANY''S AFFAIRS

During the year under review, total revenue of the Company increased to ? 51,19,639/- as compared to ? 44,51,640/- during the previous financial year, registering an increase of 15.01%

The Net Profit after Tax of the Company has also increased to ? 27,61,912 as compared to ? 19,30,562/- during the previous financial year, registering an increase of 43.06%.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the financial year ended March 31, 2025, there has been no change in the nature of business activities of the Company.

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 to which Financial Statements relate i.e. March 31, 2025 and the date of this Report.

TRANSFER TO RESERVES

The Board of Directors of the Company in its Meeting held on May 13, 2025 resolved not to transfer any amount to General Reserve.

Details of the amount transferred by the Company to RBI Reserve Fund Account as per the provisions of Section 45-IC of the Reserve Bank of India Act, 1934 are given in the Financial Statements of the Company for the year ended March 31, 2025 forming part of this Annual Report.

DIVIDEND

The Board of Directors of the Company deems it appropriate to preserve the financial resources of the Company for its future activities and therefore, did not recommend

any dividend on the Equity Shares for the financial year ended March 31, 2025.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being a Non-Banking Financial Company (NBFC) does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

Further, the Company does not have any foreign exchange earnings and outgo.

RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more during the immediately preceding financial year.

The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Year ended March 31, 2025. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.

ANNUAL PERFORMANCE EVALUATION

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors

(excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non-independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters:

• Relevant expertise;

• Attendance of Directors in various meetings of the Board and its Committees;

• Effective participation in decision making process;

• Objectivity and independence;

• Level of awareness and understanding of the Company''s business;

• Professional conduct of the directors in various meetings of the Board and its committees;

• Compliance with the Code of Conduct of the Company;

• Ability to act in the best interest of the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2025, the Company does not have any Subsidiary, Associate or Joint Venture Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025:

Name of the Director/ KMP	Designation
Ms. Anu Jain (DIN:03515530)	Director
Mr. Lavkush Mishra (DIN:02241380)	Director
Mr. Manu Jain (DIN:07801467)	Director
Ms. Heena Jain (DIN:09494803)	Independent Director
Mr. Abhishek Agarwal	Additional
(DIN:10864559)	Independent Director
Dr. Sugan Chand Jain	Chief Executive Officer & Chief Financial Officer
Ms. Rupali Kulshrestha	Company Secretary & Compliance Officer

During the year under review, following changes took place in the Board of Directors and Key Managerial Persons:

i. Mr. Surinder Kumar Nagpal (DIN 01171148) retired after completing his second term of 5 (five) consecutive years as Independent Director w.e.f. closure of business hours of September 25, 2024;

ii. Mr. Abhishek Agarwal (DIN:

10864559) was appointed as an Additional Director under the category of Non-Executive Independent Director w.e.f. December 17, 2024;

iii. Ms. Pooja Tyagi resigned as Company Secretary and Compliance Officer of the Company w.e.f. closure of business hours of January 13, 2025;

iv. Ms. Rupali Kulshrestha has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. January 14, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Lavkush Mishra (DIN: 02241380) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.

PUBLIC DEPOSITS

The Company, being a Non-Deposit accepting Non- Banking Financial Company, has not accepted/ invited any deposits from the public during the financial year ended March 31, 2025 in terms of the provisions of Chapter V of the Companies Act, 2013 read with the allied Rules and the Directions issued by Reserve Bank of India for Non-Deposit accepting NonBanking Financial Companies and shall not accept any deposits from the public without obtaining the prior approval of RBI.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL.

During the financial year 2024-25, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal control system is supplemented by extensive internal audits, regular reviews by the

management and standard policies and guidelines which ensure reliability of financial and all other records as required under Companies Act 2013.

The internal auditors have expressed their satisfaction about the adequacy of the control systems and the manner in which the Company is updating its systems and procedures to meet the challenging requirements of the business.

Significant audit observations and follow-up action thereon are reported by the Internal Auditors to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations.

DISCLOSURE UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-I.

AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted in accordance with Section 177 of the Companies Act, 2013 and other applicable laws. All Members of the Committee are persons with ability to read and understand the financial statement. As on March 31, 2025, the Audit Committee of the Company comprises of two Independent Directors i.e. Ms. Heena Jain as a Chairman and Mr. Abhishek Agarwal as a Member, and one NonExecutive Non-Independent Director, Mr. Manu Jain as a Member.

The terms of reference of the Audit Committee is as set out in Section 177 of the

Companies Act, 2013 and other applicable laws.

The Committee inter-alia reviews the adequacy of Internal Financial Controls and Financial Statements before they are submitted to the Board for their approval. All the recommendations made by the Members of the Audit Committee were accepted by the Board of Directors.

NOMINTION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in line with Section 178 of the Companies Act, 2013. As on March 31, 2025, the Nomination and Remuneration Committee of the Company comprises of two Independent Directors i.e. Ms. Heena Jain as a Chairman and Mr. Abhishek Agarwal as a Member and one NonExecutive Non- Independent Director, Mr. Lavkush Mishra as a member.

The Committee inter-alia identify persons who are qualified to become directors and who may be appointed in senior management, carry out evaluation of every director''s performance, formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee is constituted in line with section 178 of the Companies Act, 2013. As on March 31, 2025, the Stakeholders'' Relationship committee of the Company comprises of One Independent Director i.e. Ms. Heena Jain as Member, and two Non-Executive Non Independent Director i.e. Mr. Lavkush Mishra as a member and Mr. Manu Jain as a Chairman.

The Committee inter-alia consider and resolve the grievances of security holders of the Company including redressal of investor complaints such as transfer of securities, nonreceipt of dividend / notice / annual reports, etc.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has formulated a ''Whistle Blower/Vigil Mechanism Policy'' for the Directors and Employees:

• To report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct;

• To report instances of leakage of Unpublished Price Sensitive Information; and

• To provide safeguard against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The Whistle Blower/Vigil Mechanism Policy is also uploaded on the website of the Company at

https://www.shivkamalimpex.com/Policy/Vigil %20Mechanism%20Policy.pdf. During the year under review, no complaints have been received by the Company from any whistle blower.

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act, 2013, the Members of the Company at 37^th Annual General Meeting (AGM) of the Company held on September 26, 2022 had appointed M/s. Multi Associates, Chartered Accountants (Firm Registration No. 509955C) as Statutory Auditors of the Company for a period of five years to hold office until the conclusion of 42^nd AGM.

INTERNAL AUDITOR

M/s R Niwas and Associates, Chartered Accountants (Firm Registration No. 001828C) was appointed as Internal Auditor of the Company for Financial Year 2024-25, pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014. The Report of the Internal Auditors is reviewed by the Audit Committee.

SECRETARIAL AUDIT REPORT

M/s Siddiqui & Associates, Company Secretaries was appointed as Secretarial Auditor of the Company for Financial Year 2024-25 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules framed thereunder.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025, is annexed herewith as Annexure-II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2024-25 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure-III.

CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions as specified in Regulation 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2) and Paragraph C, D and E of Schedule V are not applicable on the companies whose paid-up share capital and net worth is less than Rupees Ten Crore and Rupees Twenty Five Crore respectively.

Since the paid-up share capital and net worth of the Company is less than the aforesaid threshold limit, the Company is not required to

comply with the above-mentioned Corporate Governance provisions.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES

During the year under review, the company had less than ten employees. Hence, the Company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no case of sexual harassment was filed with the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the allied Rules.

DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO SECTION 148(1) OF THE COMPANIES ACT, 2013

The Company is not required to maintain cost records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the FY 2024-25. Hence, the clause is not applicable to the Company.

SHARE CAPITAL

During the financial year 2024-25, there has been no change in the share capital of the Company. As on March 31, 2025, the

Authorized Share Capital of the Company is Rs. 1,05,00,000 and the Paid-up Share Capital of the Company stands at Rs. 1,00,55,700 comprising of 10,05,570 Equity Shares of Rs. 10/- each.

LISTING FEES

The Listing Fees for the financial year 2025-26 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

GENERAL

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

a) No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

b) There was no one time settlement of loan obtained from the Banks or Financial Institutions.

c) The provisions of Maternity Benefit Act, 1961 are not applicable on the Company as the number of employees is less than 10.

ACKNOWLEDGEMENT

The Directors place on record their sincere thanks and appreciation for the continued services of the employees who have largely contributed to the efficient management of the Company. The Directors also place on record their appreciation for the support from the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, Stock Exchange, Investors, Lenders and other regulatory authorities.

1

Retired after completing his second term of 5 (five) consecutive years as an Independent Director w.e.f. closure of business hours of September 25, 2024

2

Appointed as an Additional Director under the category of Non-Executive Independent Director w.e.f. December 17, 2024

---

Mar 31, 2024

Your Directors have pleasure in presenting the 39^th Annual Report on the business and operations of
the Company together with the audited Financial Statements of the Company for the financial year
ended March 31, 2024.

FINANCIAL PERFORMANCE.

A summary of the financial performance of the Company during the financial year 2023-24 along with
previous year figures are given below:

(? in hundreds)

PARTICULARS	FY 2023-24	FY 2022-23
Total Income	44,516.40	33,506.57
Profit before Tax	26,675.59	13,534.57
Less: Tax Expense	7,369.97	3,406.38
Profit for the year	19,305.62	10,128.19
Other Compressive Income/(Loss) for the year, net of Income Tax	-	-
Total Comprehensive Income	19,305.62	10,128.19

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 and
134 of the Companies Act, 2013 read with the
allied Rules, the Annual Return of the
Company for Financial Year ended March 31,
2024 will be available on the website of the
company i.e. www.shivkamalimpex.com.

NUMBER OF BOARD MEETINGS

The Board of Directors of the Company meets
at regular intervals to take business decisions
and to discuss the performance of the
Company. During the financial year ended
March 31, 2024, the Board of Directors met
five times viz. on 27/05/2023, 03/08/2023,
08/08/2023, 30/10/2023 and 01/02/2024.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c)
read with Section 134(5) of the Companies
Act, 2013, the Directors hereby confirm that:

ii. they have selected such accounting
policies and applied them consistently
and made judgements 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;

iii. they 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;

iv. they have prepared the annual accounts
on a going concern basis;

v. they 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

vi. they have devised proper systems to
ensure compliance with the provisions
of all applicable laws and that such
systems are adequate and operating
effectively.

i. in the preparation of the annual
accounts, the applicable accounting
standards have been followed along
with proper explanation relating to
material departures, if any;

FRAUD REPORTING

During the year under review, no incident of
fraud has been reported by the Auditors to the
Audit Committee pursuant to the provisions of
Section 143(12) of the Companies Act, 2013.

DECLARATION FROM INDEPENDENT
DIRECTORS

The Company has received the Declaration of
Independence from its Independent Directors
i.e. Ms. Heena Jain (DIN: 09494803) and Mr.
Surinder Kumar Nagpal (DIN: 01171148)
confirming that they meet the criteria of
independence as provided in section 149(6) of
the Companies Act, 2013 read with
Regulations 16 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015
and that they are not disqualified from
continuing their appointment as Independent
Director.

The Company has received requisite annual
declarations/confirmations from all the
aforesaid Independent Directors. The Board of
Directors of the Company is of the view that
Independent Directors fulfill the criteria of
independence and they are independent from
the management of the Company.

The Company has noted that the names of all
Independent Directors has been included in
the data bank maintained with the Indian
Institute of Corporate Affairs (''IICA''). Further,
Board of Directors confirms that all the
Independent Directors meet the criteria of
proficiency in terms of Rule 8 of the
Companies (Accounts) Rules, 2014 (as
amended) read with Section 150 of Companies
Act 2013 and Rules thereon.

NOMINATION AND REMUNERATION POLICY

The Company''s Policy on Director''s
appointment and remuneration including
criteria for determining qualifications, positive
attributes, independence of a Director and
other matters as provided under Section
178(3) of the Companies Act, 2013 can be
accessed on the Company''s website at
http://www.shivkamalimpex.com/pdf/policies/
Revised%20POLICY%20ON%20DIRECTORS%20

APPOINTMENT%20AND%20REMUNERATION.p

df.

The Objective of the Policy is to ensure that:

1. The level and composition of remuneration
is reasonable and sufficient to attract, retain
and motivate Directors of the quality required
to run the Company successfully.

2. Relationship of remuneration to
performance is clear and meets appropriate
performance benchmarks and

3. Remuneration to Directors, Key Managerial
Personnel and Senior Management involves a
balance between fixed and incentive pay
reflecting short and long term performance
objectives appropriate to the working of the
Company and its goals.

RESPONSE TO AUDITORS'' REMARKS

There is no qualification, reservation, adverse
remark or disclaimer made by M/s. Multi
Associates, Chartered Accountant, Statutory
Auditor of the Company and M/s Siddiqui &
Associates, Company Secretaries, Secretarial
Auditor of the Company in their Report for the
financial year 2023-2024.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The Company, being a Non-Banking Finance
Company registered with the Reserve Bank of
India and engaged in the business of giving
loans, is exempt from complying with the
provisions of Section 186 of the Companies
Act, 2013 in respect of loans, guarantees and
security provided by it. Accordingly, the
disclosures of the loans and guarantees given
as required under the aforesaid Section have
not been given in this Report. Further, the
Company has not made any investments
attracting the provisions of Section 186 of the
Companies Act, 2013 during the year under
review.

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the year under review, all the contracts
or arrangements entered into by the Company
with its related parties were in the ordinary
course of business and on arm''s length.

Accordingly, the disclosure in Form AOC-2 as
prescribed under Section 134 of the
Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is not required and
hence, the same is not attached with this
Report. Details of transactions with related
parties during FY 2023-24 are provided in the
notes to the Financial Statements of the
Company.

Related Party Transactions Policy can be
accessed at

http://www.shivkamalimpex.com/pdf/Related
%20party%20Transaction%20Policiy%20(1).pd
f.

STATE OF COMPANY''S AFFAIRS

During the year under review, total revenue of
the Company increased to ? 44,51,640/- as
compared to ? 33,50,657/- during the previous
financial year, registering an increase of
41.71%

The Net Profit after Tax of the Company has
also decreased to ? 19,30,562/- during the
year under review as compared to ?
10,12,819/- during the previous financial year,
registering a decrease of 33.88%.

CHANGE IN THE NATURE OF BUSINESS OF THE
COMPANY

During the financial year ended March 31,
2024, there has been no change in the nature
of business activities of the Company.

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 to which Financial
Statements relate i.e. March 31, 2024 and the
date of this Report.

TRANSFER TO RESERVES

The Board of Directors of the Company in its
Meeting held on May 27, 2024 resolved not to
transfer any amount to General Reserve.

Details of the amount transferred by the
Company to RBI Reserve Fund Account as per
the provisions of Section 45-IC of the Reserve

Bank of India Act, 1934 are given in the
Financial Statements of the Company for the
year ended March 31, 2024 forming part of
this Annual Report.

DIVIDEND

The Board of Directors of the Company deems
it appropriate to preserve the financial
resources of the Company for its future
activities and therefore, did not recommend
any dividend on the Equity Shares for the
financial year ended March 31, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO.

The Company being a Non-Banking Finance
Company (NBFC) does not have any
manufacturing activity. Thus, the provisions
related to conservation of energy and
technology absorption are not applicable on
the Company. However, the Company makes
all efforts towards conservation of energy,
protection of environment and ensuring
safety.

Further, the Company does not have any
foreign exchange earnings and outgo.

RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n)
of the Companies Act, 2013, the Company has
a structured Risk Management Policy duly
approved by the Board of Directors. The Risk
Management process is designed to safeguard
the Company from various risks through
adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order
to minimize its impact on the business of the
Company. The potential risks are integrated
with management process such that they
receive the necessary consideration during the
decision making. It has been dealt in greater
detail in Management Discussion and Analysis
Report annexed to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135(1) of
the Companies Act, 2013, the provisions
related to Corporate Social Responsibility (CSR)
are applicable on companies having net worth
of rupees five hundred crore or more; or

turnover of rupees one thousand crore or
more; or a net profit of rupees five crore or
more during the immediately preceding
financial year.

The present financial position of the Company
does not make it mandatory for the Company
to undertake CSR initiatives or to formulate
CSR Policy during the Financial Year ended
March 31, 2024. The Company will constitute
CSR Committee, develop CSR Policy and
implement the CSR initiatives whenever the
same becomes applicable on the Company.

ANNUAL PERFORMANCE EVALUATION

In compliance with the provisions of the
Companies Act, and SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, the performance evaluation was carried
out as under:

Board:

In accordance with the criteria suggested by
the Nomination and Remuneration
Committee, the Board of Directors evaluated
the performance of the Board, having regard
to various criteria such as Board composition,
Board processes, Board dynamics etc. The
Independent Directors, at their separate
meeting, also evaluated the performance of
the Board as a whole based on various criteria.
The Board and the Independent Directors
were of the view that performance of the
Board of Directors as a whole was satisfactory.
Committees of the Board:

The performance of the Audit Committee, the
Nomination and Remuneration Committee
and the Stakeholders Relationship Committee
was evaluated by the Board having regard to
various criteria such as committee
composition, committee processes, committee
dynamics etc. The Board was of the view that
all the committees were performing their
functions satisfactorily.

Individual Directors:

In accordance with the criteria suggested by
The Nomination and Remuneration
Committee, the performance of each director
was evaluated by the entire Board of Directors
(excluding the director being evaluated) on
various parameters.

Independent Directors, at their separate
meeting, have evaluated the performance of
Non-independent Directors and the Board as a
whole; and of the Chairman of the Board,
taking into account the views of other
Directors; and assessed the quality, quantity
and timeliness of flow of information between
the Company''s Management and the Board
that is necessary for the Board to effectively
and reasonably perform their duties. The
Board and the Independent Directors were of
the view that performance of the all the
Directors as a whole was satisfactory.

The evaluation framework for assessing the
performance of the Directors includes the
following broad parameters:

• Relevant expertise;

• Attendance of Directors in various
meetings of the Board and its
Committees;

• Effective participation in decision making
process;

• Objectivity and independence;

• Level of awareness and understanding of
the Company''s business;

• Professional conduct of the directors in
various meetings of the Board and its
committees;

• Compliance with the Code of Conduct of
the Company;

• Ability to act in the best interest of the
Company.

SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

As on March 31, 2024, the Company does not
have any Subsidiary, Associate or Joint Venture
Company.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Following are the details of Directors and Key
Managerial Personnel (KMP) of the Company
as on March 31, 2024:

S.No.	Name of the Director/ KMP	Designation
1.	Ms. Anu Jain	Director
2.	Mr. Lavkush	Director
	Mishra
3.	Mr. Manu Jain	Director

S.No.	Name of the Director/ KMP	Designation
4.	Ms. Heena Jain	Independent Director
5.	Mr. Surinder Kumar Nagpal	Independent Director
6.	Dr. Sugan Chand Jain	Chief Executive Officer & Chief Financial Officer
7.	Mrs. Pooja Tyagi	Company Secretary

During the year under review following
changes took place in the Board of Directors
and Key Managerial Persons:

i. Mr. Girish Kumar resigned from the
post of Chief Financial Officer w.e.f
closure of business hours of June 07,
2023.

ii. Dr, Sugan Chand Jain was appointed as
Chief Financial Officer of the Company
w.e.f October 30, 2023.

Pursuant to the provisions of Section 152 of
the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Manu Jain
(DIN: 07801467) will retire by rotation at the
ensuing Annual General Meeting of the
Company and being eligible, offers himself for
re-appointment.

None of the Directors of the Company are
disqualified under the provisions of Section
164(2) of the Companies Act, 2013.

PUBLIC DEPOSITS

The Company, being a Non-Deposit accepting
Non- Banking Finance Company, has not
accepted/ invited any deposits from the public
during the financial year ended March 31,
2024 in terms of the provisions of Chapter V of
the Companies Act, 2013 read with the allied
Rules and the Directions issued by Reserve
Bank of India for Non-Deposit accepting Non¬
Banking Finance Companies and shall not
accept any deposits from the public without
obtaining the prior approval of RBI.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR
TRIBUNAL.

During the financial year 2023-24, there were
no significant and material orders passed by
the Regulators or Courts or Tribunals which
would impact the going concern status of the
Company and its future operations.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal
financial controls commensurate with the size,
scale and complexity of its operations. The
Company has policies and procedures in place
for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the
prevention and detection of frauds and errors,
the accuracy and completeness of the
accounting records and the timely preparation
of reliable financial information. The internal
control system is supplemented by extensive
internal audits, regular reviews by the
management and standard policies and
guidelines which ensure reliability of financial
and all other records as required under
Companies Act 2013.

The internal auditors have expressed their
satisfaction about the adequacy of the control
systems and the manner in which the
Company is updating its systems and
procedures to meet the challenging
requirements of the business.

Significant audit observations and follow-up
action thereon are reported by the Internal
Auditors to the Audit Committee. The Audit
Committee reviews the adequacy and
effectiveness of the Company''s internal
control environment and monitors the
implementation of audit recommendations.

DISCLOSURE UNDER SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH THE
COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
The Disclosure required under Section 197(12)
of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 is annexed herewith as Annexure-I.

AUDIT COMMITTEE

The Audit Committee of the Company is duly
constituted in accordance with Section 177 of
the Companies Act, 2013 and other applicable
laws. All Members of the Committee are
persons with ability to read and understand
the financial statement. As on March 31, 2024,
the Audit Committee of the Company
comprises of two Independent Directors i.e.
Mr. Surinder Kumar Nagpal as Chairman and
Ms. Heena Jain as a Member, and one Non¬
Executive Non-Independent Director, Mr.
Manu Jain as a Member.

The terms of reference of the Audit
Committee is as set out in Section 177 of the
Companies Act, 2013 and other applicable
laws.

The Committee inter-alia reviews the
adequacy of Internal Financial Controls and
Financial Statements before they are
submitted to the Board for their approval. All
the recommendations made by the Members
of the Audit Committee were accepted by the
Board of Directors.

NOMINTION AND REMUNERATION
COMMITTEE

The Nomination and Remuneration
Committee of the Company is constituted in
line with Section 178 of the Companies Act,
2013. As on March 31, 2024, the Nomination
and Remuneration Committee of the Company
comprises of two Independent Directors i.e.
Mr. Surinder Kumar Nagpal as a Member, and
Ms. Heena Jain as Chairman and one Non¬
Executive Non- Independent Director, Mr.
Lavkush Mishra as a member.

The Committee inter-alia identify persons who
are qualified to become directors and who
may be appointed in senior management, shall
carry out evaluation of every
director''s performance, formulate the criteria
for determining qualifications, positive
attributes and independence of a director and
recommend to the Board a policy, relating to
the remuneration for the directors, key
managerial personnel and other employees.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship committee is
constituted in line with section 178 of the

Companies Act, 2013. As on March 31, 2024,
the Stakeholders'' Relationship committee of
the Company comprises of One Independent
Director i.e. Ms. Heena Jain as Member, and
two Non-Executive Non Independent Director
i.e. Mr. Lavkush Mishra as a Chairman and Mr.
Manu Jain as member.

The Committee inter-alia consider and resolve
the grievances of security holders of the
Company including redressal of investor
complaints such as transfer of securities, non¬
receipt of dividend / notice / annual reports,
etc.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 of
the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers)
Rules, 2014, the Company has formulated a
''Whistle Blower Policy/Vigil Mechanism'' for
the Directors and Employees to report genuine
concerns or grievances about unethical
behaviour, actual or suspected fraud or
violation of the Company''s Code of Conduct,
Policy for instances reporting of leakage of
Unpublished Price Sensitive Information and
provides safeguard against victimization of
employees who avail the mechanism and also
provide for direct access to the Chairman of
the Audit Committee in exceptional cases. The
same is also uploaded on the website of the
Company at

http://www.shivkamalimpex.com/pdf/policies/
Vigil%20Mechanism.pdf
During the year under review, no complaints
have been received by the Company from any
whistle blower.

STATUTORY AUDITORS

In terms of provisions of Section 139 of the
Companies Act, 2013, the Members of the
Company at 37^th Annual General Meeting
(AGM) of the Company held on September 26,
2022 had appointed M/s. Multi Associates,
Chartered Accountants (Firm Registration No.
509955C) as Statutory Auditors of the
Company for a period of five years to hold
office until the conclusion of 42^nd AGM.

INTERNAL AUDITOR

M/s R Niwas and Associates, Chartered
Accountants (Firm Registration No. 001828C)
was appointed as Internal Auditor of the
Company foy Financial Year 2023-24, pursuant
to the provisions of Section 138 of the
Companies Act, 2013 read with the Rule 13 of
the Companies (Accounts) Rules, 2014. The
Report of the Internal Auditors is reviewed by
the Audit Committee.

SECRETARIAL AUDIT REPORT

M/s Siddiq ui & Associates, Company
Secretaries was appointed as Secretarial
Auditor of the Company pursuant to the
provisions of Section 204 of the Companies
Act, 2013 read with the Rules framed
thereunder.

The Secretarial Audit Report in Form MR-3 for
the financial year ended March 31, 2024, is
annexed herewith as Annexure-II.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis
Report for the Financial Year 2023-24 as
required under Regulation 34 of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed
to this Report as Annexure-III.

CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Corporate Governance
provisions as specified in Regulation 17 to 27,
clauses (b) to (i) and (t) of Regulation 46(2)
and Paragraph C, D and E of Schedule V are
not applicable on the companies whose paid-
up share capital and net worth is less than
Rupees Ten Crore and Rupees Twenty Five
Crore respectively.

Since the paid-up share capital and net worth
of the Company is less than the aforesaid
threshold limit, the Company is not required to
comply with the above mentioned Corporate
Governance provisions.

DISCLOSURE UNDER SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
READ WITH ALLIED RULES.

During the year under review, the company
had less than ten employees. Hence, the
company is not required to constitute Internal
Complaints Committee under the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013.

During the year under review, no case of
sexual harassment was filed with the Company
under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 read with the allied Rules.

DISCLOSURES PERTAINING TO MAINTENANCE
OF COST RECORDS PURSUANT TO SECTION
148(1) OF THE COMPANIES ACT, 2013
The Company is not required to maintain cost
records as specified u/s 148(1) of the
Companies Act, 2013 read with the applicable
rules thereon for the FY 2023-24. Hence the
clause is not applicable to the Company.

SHARE CAPITAL

During the financial year 2023-24, there has
been no change in the share capital of the
Company. As on March 31, 2024, the Paid-up
Share Capital of the Company stands at Rs.
1,00,55,700 comprising of 10,05,570 Equity
Shares of Rs. 10/- each.

LISTING FEES

The Listing Fees for the financial year 2024-25
has been paid by the Company to BSE Limited
i.e. the Stock Exchange where shares of the
Company are listed.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company
has duly complied with the applicable
provisions of the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by The
Institute of Company Secretaries of India
(ICSI).

GENERAL

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

a) No application was made or any
proceeding is pending under the
Insolvency and Bankruptcy Code, 2016
during the year in respect of your
Company.

b) There was no one time settlement of loan
obtained from the Banks or Financial
Institutions.

ACKNOWLEDGEMENT

The Directors place on record their sincere
thanks and appreciation for the continued
services of the employees who have largely
contributed to the efficient management of
the Company. The Directors also place on
record their appreciation for the support from
the Government of India, the Reserve Bank of
India, the Securities and Exchange Board of
India, Stock Exchange, Investors, Lenders and
other regulatory authorities.

For and on behalf of Board of Directors of
Shivkamal Impex Limited

Place: New Delhi
Date: 12-08-2024

Anu Jain Manu Jain

Director Director

DIN:03515530 DIN:07801467

Registered office:

Shivkamal Impex Limited (CIN L52110DL1985PLC019893),

Ground Floor, Block-P-7, Green Park (Extn.) New Delhi-110016

Tel: [phone], e-mail: [email protected], [email protected]

Website: www.shivkamalimpex.com