డైరెక్టర్ల నివేదిక Shivom Investment & Consultancy Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Directors’ Report together with the
Audited Financial Statements of the Company for the financial year ended 31st March,
2025.

1. BACKGROUND AND CORPORATE OVERVIEW

The Company is a listed public company incorporated under the provisions of the Companies
Act, 1956 (now Companies Act, 2013) and is listed on BSE Limited.

During the year under review, the Company underwent a Corporate Insolvency Resolution
Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (“IBC”).

The Hon’ble National Company Law Tribunal, Mumbai Bench-IV, vide its order dated 18
August 2025, approved the Resolution Plan submitted by Mr. Prashantbhai
Ghanshyambhai Ukani, the Successful Resolution Applicant (SRA), under Section 31
of the IBC, which became effective from the date of the said order

Pursuant to the approval of the Resolution Plan:

• The Company stands acquired and revived under new management;

• The existing share capital stood cancelled and restructured as per the

Resolution Plan;

• The SRA and/or its nominees became the Promoters of the Company;

• All claims not forming part of the Resolution Plan stand extinguished, in
accordance with settled judicial principles.

2. FINANCIAL PERFORMANCE

The financial performance of the Company for the year under review is summarised below:

(Amount in Lakh)

Particulars	FY 2024-25	FY 2023-24
Total Income	387.02	16.55
Total Expenditure	16.84	65.17
Profit / (Loss) before Tax	370.18	(48.62)
Profit / (Loss) after Tax	370.18	(48.62)

(Figures to be read with Notes forming part of Financial Statements)

The financial results reflect the impact of CIRP, restructuring under the Resolution Plan and
limited operational activity during the year.

3. RESOLUTION PLAN - KEY HIGHLIGHTS

The Resolution Plan approved by the Hon’ble NCLT, inter alia, provides for:

• Payment of CIRP costs in full;

• Settlement of claims of unsecured financial creditors and operational creditors in
accordance with the Plan;

• Cancellation and reduction of existing equity share capital;

• Issuance of fresh equity shares to the Resolution Applicant and other stakeholders;

• Change in management and control of the Company;

• Clean slate treatment in line with the judgment of the Hon’ble Supreme Court.

The Resolution Plan is binding on the Company, its shareholders, creditors, employees,
statutory authorities and all other stakeholders

4. CHANGE IN SHARE CAPITAL AND SHAREHOLDING
Change in Capital Structure pursuant to Resolution Plan

Subsequent to the close of the financial year and pursuant to the approval of the Resolution
Plan by the Hon’ble National Company Law Tribunal, the entire existing equity share
capital of the Company stood cancelled and extinguished in accordance with the terms
of the Resolution Plan.

Further, as part of the implementation of the Resolution Plan, the Company has issued and
allotted fresh equity shares aggregating to 6,43,99,003 (Six Crore Forty-Three Lakh
Ninety-Nine Thousand and Three) equity shares of f10/- each, fully paid-up, to the
eligible stakeholders as provided under the Resolution Plan.

Additionally, the Company has also issued and allotted 1,750 (One Thousand Seven
Hundred Fifty) Compulsorily Convertible Debentures (CCDs) of face value f1,00,000/-

each, in accordance with the terms and conditions set out in the approved Resolution Plan.

The aforesaid issuance and allotment of equity shares and Compulsorily Convertible
Debentures have resulted in a complete restructuring of the capital base of the Company
and are deemed to have been approved under the applicable provisions of the Companies
Act, 2013, SEBI Regulations and other applicable laws, pursuant to the approval of the
Resolution Plan.

5. CHANGE IN MANAGEMENT AND DIRECTORS

Consequent to the approval of the Resolution Plan:

• The earlier Board of Directors ceased;

• New Directors were appointed as per the Resolution Plan and applicable provisions
of law;

• The Company is now managed by the reconstituted Board under the new
Promoter group.

The details of Directors are under.

Sr. No.	Name of the Directors	Designation	Date of appointment
01	PRASHANT GHANSHYAMBHAI UKANI	Additional Director	28/08/2025
02	PRASHANT GHANSHYAMBHAI UKANI	CFO	15/09/2025
03	KULDEEP BHARATBHAI KHACHAR	Additional Director	30/08/2025
04	KEVIN CHHAGANBHAI AGHARA	Additional Director	08/09/2025
05	MANISH MAHENDRABHAI	Additional Director	08/09/2025
06	PURVI RAMKUMAR UKANI	Additional Director	08/09/2025
07	RAVI DHIRAJLAL VAGADIYA	Managing Director	08/09/2025

During the year, the Board of Directors appointed certain individuals as Additional Directors
in accordance with the provisions of Section 161(1) of the Companies Act, 2013 and the
Articles of Association of the Company.

The said Additional Directors have furnished the requisite declarations and confirmations and
are eligible for appointment as Directors under the provisions of the Companies Act, 2013.
None of them is disqualified from being appointed as a Director under Section 164 of the
Companies Act, 2013.

Based on the recommendations of the Board, and in view of their experience and contribution
to the Company, the Board has recommended their regularisation as Directors of the
Company, subject to the approval of the Members at the ensuing Annual General
Meeting.

6. STATE OF COMPANY’S AFFAIRS

Post acquisition, the Company is in the process of:

• Implementing the Resolution Plan;

• Stabilising operations;

• Exploring new business opportunities aligned with the objects of the Company;

• Strengthening compliance, governance and internal control frameworks.

The Board is confident that the Company will progressively move towards sustainable
operations and value creation. 27

7. New Management and Strategic Direction

Pursuant to the approval of the Resolution Plan by the Hon’ble National Company Law
Tribunal, the Company is now under the control of the new management led by the
Successful Resolution Applicant. The new management brings with it diversified
experience and a long-term vision focused on revival, value creation and sustainable growth
of the Company.

As part of its strategic realignment, the new management is in the process of changing the
name of the Company from Shivom Investment & Consultancy Limited to Prarambh
Industries Limited, subject to receipt of necessary statutory, regulatory and shareholder
approvals. The proposed name reflects the new beginning and revised business focus of the
Company post resolution.

Further, the new management is also in the process of altering the Main Objects Clause
of the Memorandum of Association to shift the principal business activity of the Company
from Non-Banking Financial Company (NBFC) related activities to the manufacturing,
processing and dealing in various kinds of metals, including ferrous and non-ferrous
metals, and allied activities.

The Board believes that the proposed change in name and object clause will more accurately
reflect the future business operations of the Company and will enable it to explore growth
opportunities in the manufacturing and industrial sector. Necessary applications, approvals
and compliances under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other
applicable laws are being undertaken in this regard.

8. DIVIDEND

In view of accumulated losses, CIRP proceedings and restructuring under the Resolution
Plan, no dividend has been recommended for the financial year ended 31 March 2025.

9. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

10. MATERIAL CHANGES AND COMMITMENTS

Other than matters relating to CIRP and implementation of the Resolution Plan approved
by the Hon’ble NCLT, no material changes or commitments affecting the financial
position of the Company have occurred between the end of the financial year and the date
of this Report.

11. DEPOSITS

The Company has not accepted any deposits within the meaning of Sections 73 to 76 of
the Companies Act, 2013 and the rules made thereunder.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments, if any, are disclosed in the Notes to the
Financial Statements in accordance with Section 186 of the Companies Act, 2013.

13. RELATED PARTY TRANSACTIONS

All related party transactions entered during the year were:

• In the ordinary course of business;

• On an arm’s length basis; and

• In compliance with Section 188 of the Companies Act, 2013 and SEBI (LODR)
Regulations.

Details are provided in the Notes to the Financial Statements.

14. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance.
A separate Report on Corporate Governance, along with a certificate from the Practising
Company Secretary, forms part of this Annual Report, as required under SEBI (LODR)
Regulations, 2015.

15. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

The Management Discussion and Analysis Report, as required under Regulation 34 of SEBI
(LODR) Regulations, 2015, is presented as a separate section forming part of this Annual
Report.

16. Board Meetings, Committee Meetings and General Meetings

During the financial year under review, the Company was undergoing Corporate Insolvency
Resolution Process (CIRP) in accordance with the provisions of the Insolvency and
Bankruptcy Code, 2016.

Upon commencement of CIRP, the management and affairs of the Company were vested
in the Interim Resolution Professional / Resolution Professional, and the powers of the
Board of Directors stood suspended as per Section 17 of the Insolvency and Bankruptcy
Code, 2016.

Accordingly, during the period under CIRP:

• Meetings of the Board of Directors were not convened;

• Meetings of the Board Committees were not held; and

• General Meetings of the Members were not convened, except as may have been
permitted or directed under the IBC framework.

Post approval of the Resolution Plan by the Hon’ble National Company Law Tribunal, the
Board of Directors has been reconstituted, and the Company shall henceforth comply with
all applicable provisions relating to meetings under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director who
are part of reconstituted Board, confirming that he/she meets the criteria of independence as
laid out in Section 149(6) of the Companies Act, 2013 read with the schedules, rules made
thereunder and Regulation 16(1) (b) and Regulation 17 of the Listing Regulations.

All the Independent Directors of the Company have enrolled their names in the database of
Independent Directors maintained by Indian Institute of Corporate Affairs (IICA) in terms of
the regulatory requirements. Also, the online proficiency self-assessment test as mandated
have been undertaken by those Independent Directors of the Company who are not
exempted within the prescribed timelines.

In the opinion of the Board, there has been no change in the circumstances which may affect
the status of Independent Directors as an Independent Director of the Company and the
Board is satisfied with the integrity, expertise, and experience including proficiency, in terms
of Section 150 of the Act and the Rules made thereunder.

18. CONSTITUTION OF COMMITTEE

Pursuant to the completion of the Corporate Insolvency Resolution Process (CIRP) and
reconstitution of the Board under the new management, the Board of Directors has
constituted the following Committees in accordance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015:

1. Stakeholders Relationship Committee

Sr.
No.	Name of the Member	Designation
1	MANISH MAHENDRABHAI RAVAL	chairperson
2	KEVIN CHHAGANBHAI AGHARA	Member
3	KULDEEP BHARATBHAI KHACHAR	Member

2. Nomination and Remuneration Committee

Sr. No.	Name of the Members	Designation
1	MANISH MAHENDRABHAI RAVAL	chairperson
2	PURVI RAMKUMAR UKANI	Member
3	KEVIN CHHAGANBHAI AGHARA	Member

3. Audit Committee

Sr. No.	Name of the Members	Designation
1	PURVI RAMKUMAR UKANI	chairperson
2	MANISH MAHENDRABHAI RAVAL	Member
3	PRASHANT GHANSHYAMBHAI UKANI	Member

4. Independent Directors Committee

Sr.
No.	Name of the Members	Designation
1	KEVIN CHHAGANBHAI AGHARA	Chairperson
2	PURVI RAMKUMAR UKANI	Member
3	MANISH MAHENDRABHAI RAVAL	Member

19. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls commensurate with the size and
nature of its business.

Post-resolution, internal control systems are being reviewed and strengthened to align with
the revived operations of the Company.

20. RISK MANAGEMENT

The Board has identified and assessed key risks, particularly those arising during post-CIRP
revival, and has put in place mitigation measures to address such risks.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy in accordance with the
Companies Act, 2013 and SEBI (LODR) Regulations.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) the annual accounts have been prepared in accordance with applicable accounting
standards;

b) accounting policies have been selected and applied consistently;

c) sufficient care has been taken for maintenance of adequate accounting records;

d) the annual accounts have been prepared on a going concern basis pursuant to approval
of the Resolution Plan;

e) proper internal financial controls have been laid down; and

f) proper systems have been devised to ensure compliance with applicable laws.

23. Auditors and Auditors’ Report

1. Internal Auditors

During the Period under review No Internal Auditor was appointed by the Resolution
Professional for the financial year 2023-24 and 2024-25 as the Company was undergoing
Corporate Insolvency Resolution Process (CIRP) during the said period and the
management of the affairs of the Company was vested with the Resolution Professional in
terms of the Insolvency and Bankruptcy Code, 2016.

2. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. S PARTH & CO,
Chartered Accountants, (Firm Registration No. 154463W), were appointed as the Statutory
Auditors of the Company to conduct Statutory Audit for the year ended 31^st March 2025.

The Company has received confirmation from the Statutory Auditors to the effect that they
are eligible for continuation of their appointment and are not disqualified from acting as
Statutory Auditors under the provisions of the Companies Act, 2013.

3. Auditors’ Report

The Statutory Auditors’ Report for the financial year ended 31st March, 2025 is annexed to
the Financial Statements forming part of this Annual Report. The Auditors’ Report does not
contain any qualification, reservation, adverse remark or disclaimer and is unmodified.

The Notes to the Financial Statements are self-explanatory and do not call for any further
comments or explanations from the Board.

24. STATUTORY AUDITORS

M/s. S PARTH & CO., Chartered Accountants, Statutory Auditors of the Company, shall retire
at the ensuing Annual General Meeting and being eligible, offer themselves for re¬
appointment. The Board recommends their appointment as Statutory Auditors of the
Company to conduct the statutory audit for the financial year ending 31^st March, 2026..

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Secretarial Audit of the Company for the financial year ended 31^st March,
2025 was conducted by M/s. Mehul Raval & Associates, Practicing Company Secretaries.
The Secretarial Audit Report issued by them is annexed herewith as Annexure - to this
Report.

26. REPORTING OF FRAUDS BY THE AUDITORS:

During the Financial Year under review, the Statutory Auditors have not reported to the Audit
Committee and the Board under Section 143 of the Act, any instances of fraud committed
against your Company by its officers and employees, details of which would need to be
mentioned in the Board''s Report.

27. ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act, the Annual Return as on March 31,2024 in Form
MGT-7 is available on the website of the Company and can be accessed at
www.shivominvestmentconsultancvltd.in.

28. SECRETARIAL STANDARDS

Management of Company was entrusted and vested with Resolution Professional till
approval of Resolution Plan and with Monitoring Committee from date of approval of
Resolution Plan till re-constitution of Board. After reconstitution of Board of Director,
Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
Meetings of the Board of Directors and General Meetings, respectively.

29. PARTICULARS OF EMPLOYEE

Disclosure pertaining to remuneration and other details as required under Section 197(12)
of the Act, read with Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of the Annual Report as Annexure-C.

30. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
& Outgo

During the financial year under review, the Company was undergoing Corporate Insolvency
Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code,
2016. During this period, the management and control of the affairs of the Company were
vested with the Resolution Professional, and the Company did not carry out any significant
operational activities.

Accordingly:

A) Conservation of Energy:

No specific initiatives were undertaken during the year, as the Company had no active
manufacturing or operational activities during the CIRP period.

B) Technology Absorption:

There was no technology absorption or upgradation during the year under review,
owing to the Company being under CIRP and having limited operations.

C) Foreign Exchange Earnings and Outgo:

The Company did not have any foreign exchange earnings or outgo during the
financial year under review.

31. CODE OF CONDUCT

The Company has formulated and laid down a Code of Conduct for the Board of
Directors and Senior Management of the Company which is available at the
Company''s website on All the Board Members and Senior Management Personnel
have affirmed compliance with the Code.

The necessary declaration by the Managing Director as required under Regulation
34(3) read with Schedule V(D) of the Listing Regulations, regarding adherence to the
Code of Conduct has not attached to the this Annual Report as during the year
Company is under the Insolvency procedure and the power of the Board of Directors
were suppressed and vest with Resolution Professional.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
thereunder. The aim of the policy is to provide protection to women employees at the
workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where women employees feel secure. All women employees
(permanent, contractual, temporary, trainees) are covered under the said policy.

Your Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received on
sexual harassment.

No complaint was pending at the beginning of the year and none was received during
the year.

33. Maternity Benefit

During the financial year under review, the Company was undergoing Corporate
Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and
Bankruptcy Code, 2016, and the management and control of the affairs of the
Company were vested with the Resolution Professional.

During the CIRP period, the Company did not have any employees on its rolls.
Accordingly, the provisions of the Maternity Benefit Act, 1961, as amended by the
Maternity Benefit (Amendment) Act, 2017, were not applicable to the Company for the
year under review.

No maternity benefits were required to be extended during the financial year. Post
completion of CIRP and reconstitution of the Board, the Company shall ensure
compliance with the applicable provisions of the Maternity Benefit Act, 1961, as and
when the Company employs personnel.

34. GENERAL DISCLOSURE

• During the financial year under review, the Company has not taken any loans or
borrowings from banks, financial institutions, government or any other lender.
Accordingly, no charge has been created, modified or satisfied on the assets of the
Company during the year.

• According to the information and explanations given to the management, no
proceedings have been initiated or are pending against the Company for holding any
benami property under the Prohibition of Benami Property Transactions Act, 1988, and
the rules made thereunder.

• The Company has not entered into any transactions with companies that have been
struck off under Section 248 of the Companies Act, 2013, or under Section 560 of the
Companies Act, 1956, during the financial year. Accordingly, no amounts are
outstanding in respect of such transactions.

35. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation and gratitude to the
Hon’ble National Company Law Tribunal, the Resolution Professional, the Committee
of Creditors, the Successful Resolution Applicant, and all other stakeholders for their
valuable support, guidance and cooperation during the Corporate Insolvency
Resolution Process and the subsequent revival of the Company.

The Directors also acknowledge the continued support extended by regulatory and
statutory authorities, stock exchanges, depositories, bankers, auditors, and advisors
in ensuring smooth transition and compliance during this critical phase.

The Board looks forward to the continued support and cooperation of the Members
and all stakeholders as the Company progresses towards operational stability and
sustainable growth under the new management.

For and on behalf of the board of Directors
For, Shivom Investment & Consultancy Limited

PRASHANT GHANSHYAMBHAI UKANI RAVI DHIRAJLAL VAGADIYA
Director Managing Director

DIN: 03406521 DIN: 09187005

---

Mar 31, 2018

To

The Members

The Directors have pleasure in presenting their 28^th Annual Report together with the Audited Financial statements of the Company for the Year ended March 31, 2018.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The key highlights of financial results for Shivom Investment & Consultancy Limited for the financial year 2017-18 are tabulated below:

(Amount in Rs.)

Particulars	2017-18	2016-17
Gross Income	6,69,89,146	3,31,50,815
Profit Before Interest and Depreciation	5,71,97,449	1,74,63,882
Finance Charges	5,698	17,60,774
Depreciation	5,55,88,416	5,55,88,416
Profit Before Tax & Exceptional Items	16,03,335	(3,98,85,308)
Exceptional Items	-	-
Profit Before Tax	16,03,335	(3,98,85,308)
Tax Expenses:
Current Year Tax	3,22,862	-
Deferred Tax	(55,05,628)	(30,83,758)
MAT Credit	(3,22,862)	-
Net Profit After Tax	71,08,963	(3,68,01,550)
Balance of Profit brought forward	14,08,101	(7,13,19,750)
Balance available for appropriation	(10,81,21,300)	(10,81,21,300)
Proposed Dividend on Equity Shares	--	--
Surplus/(Deficit) carried to Balance Sheet	(10,24,20,438)	(10,81,21,300)

BRIEF DESCRIPTION OF THE COMPANY’S STATE OF AFFAIRS:

During the year under review the gross income has been increased to Rs. 6,69,89,146/- (Six Crores Sixty Nine Lacs Eighty Nine Thousand One Hundred Forty Six Only) as compared to the previous year i.e Rs 3,31,50,815/- (Three Crores Thirty One Lacs Fifty Thousand Eight Hundred Fifteen Only). Profit before tax for the current year is Rs. 16,03,335 as compared to Rs. (3,98,85,308) for the previous year. Profit After tax for the current year is Rs. 71,08,963 as compared to Rs. (3,68,01,550) for the previous year.

STATUTORY RESERVE FUND:

The Company has transfer Rs. 14,08,101 to Statutory Reserve Fund during the financial year 2017-18.

DIVIDEND:

The Board does not recommend any dividend for the financial year 2017-18.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2018 was Rs. 69,95,13,250/- (Rupees Sixty Nine Crore Ninety Five Lacs Thirteen Thousand Two Hundred Fifty Only). There was no public Issue, right issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

CHANGES IN THE NATURE OF BUSINESS:

There has been no Change in the nature of the business of your Company.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2017-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith as “Annexure-A”.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)

Your Company does not have any subsidiary/joint ventures/ Associates Company.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to particulars of conservation of energy, technology absorption etc are not applicable to the Company.

During the period under review there was no foreign exchange earnings or out flow.

RELATED PARTY TRANSACTIONS:

During the year under review, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material as per listing agreement with stock exchanges. Further, there are no materially significant related party transactions during the year made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

MATERIAL CHANGES AND COMMITMENTS:

No significant and material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

AUDITORS:

M/s. Bipin & Co, Chartered Accountants, (FRN: 101509W) were appointed as the Statutory Auditor of the Company at the 27^th Annual General Meeting of the Company held on 18^th September, 2017 for a term of 5 Consecutive years commencing from the conclusion of the 27^th Annual general Meeting till the conclusion of the 32^nd Annual General Meeting of the Company and their appointment would be placed for ratification by the members at every Annual General Meeting During the said term.

The Ministry of Corporate Affairs has notified amendments in the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder with effect from 7^th May, 2018. Pursuant to the said amendments, the requirement for ratification of appointment of Statutory Auditors by the Shareholders at every subsequent Annual General Meeting till the conclusion of their tenure has been done away with appointment of Auditors of the Company.

AUDITOR’S REPORT:

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT:

The Board had appointed Mr. Mr. Malay Shah, Practicing Company Secretary, (C.P No. 12820), to carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as “Annexure B”

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of the Independent Directors, under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in section 149(6) of the companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart from other Board business. During the year, 12 (Twelve) Board meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days. Detailed information is given in the Corporate Governance Report.

DIRECTORS’ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:

Information regarding Director’s Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the Corporate Governance Report .

RISK MANAGEMENT:

In today’s economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the Act and the revised Regulation 22 of the SEBI (LODR) Regulation, the Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary/Managing Director is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:

There have been no such material change and commitment affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status of the Company’s and its future operation.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committee’s was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Sharad Yashwant Harekar, Ms. Komal Anantrai Parekh and Mr. Varun Pravinchandra Aghara was appointed to the board w.e.f 5^th August, 2017, 20^th October, 2017 and 28^th June, 2017 respectively and Mr. Mahesh Sharma, Mr. Sashi Pandey, Mr. Pradip Kumar Sultania and Ms. Gauri Bhagat was resigned from the board w.e.f 28^th June, 2017, 20^th October, 2017, 18^th August, 2017 and 23^rd February, 2018 respectively.

Mr. Pradip Kr. Sultania Chief Financial Officer of the Company was resigned from the board w.e.f. 18^th August, 2017.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management’s discussion and analysis is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

The Company has complied with the corporate governance code as stipulated under SEBI Listing Regulations with the Stock Exchanges. A separate section on corporate governance under the listing agreement, along with a certificate from the auditor confirming the compliance, is annexed and forms part of this Annual report as “Annexure C”.

AUDIT COMMITTEE:

Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. All the recommendations made by Audit Committee were accepted by Board.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

Registered office: By order of the Board of Directors

8, Shaniya Enclave, For Shivom Investment & Consultancy Limited

4^th Floor V.P. Road, Vile Parle

West Mumbai Mumbai City Varun Pravinchandra Aghara

Maharashtra-400056 Managing Director

DIN:03046013

Place: Mumbai

Date: 14^th August, 2018 Sharad Yashwant Harekar

Director

DIN: 07875350

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Mar 31, 2016

To,

The Members

The Directors have pleasure in presenting their 26^th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2016.

The key highlights of financial results for Shivom Investment & Consultancy Limited for the financial year 2015-16 are tabulated below:

(Amount in Rs.)

Particulars	2015-16	2014-15
Gross Income	4,07,14,960	90,67,791
Profit Before Interest and Depreciation	1,64,91,879	62,32,507
Finance Charges	16,57,352	15,54,263
Depreciation	5,55,88,416	2,31,65,075
Profit Before Tax & Exceptional Items	(4,07,53,889)	(1,84,86,831)
Exceptional Items	22,90,000	69,40,036
Profit Before Tax	(4,30,43,889)	(2,54,26,867)
Tax Expenses:
Current Year Tax	-	-
Deferred Tax	16,13,505	35,81,243
Net Profit After Tax	(4,46,57,394)	(2,90,08,110)
Balance of Profit brought forward	(2,66,62,356)	23,45,754
Balance available for appropriation	(7,13,19,750)	(2,66,62,356)
Proposed Dividend on Equity Shares	--	--
Tax on proposed Dividend	N.A.	N.A.
Transfer to Statutory Reserve Fund	--	--
Surplus/(Deficit) carried to Balance Sheet	(7,13,19,750)	(2,66,62,356)

The Company has not transferred any fund to Statutory Reserve Fund during this year.

The Company does not have any division. Further, Gross Revenue increased to Rs. 4,07,14,960/-, a growth 349% against Rs. 90,67,791/- in the previous year. Profit before taxation stood at Rs. (4,3043,889) against Rs.(2,54,26,867) in the previous year, the net profit of the Company for the year under review was placed at Rs. (4,46,57,394) as against Rs. (2,90,08,110) in the previous year.

During the year the Company in addition to its financial activities has undertaken activities of trading in Equity Shares & Currency Market. There has 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.

In view of accumulated losses of Rs. (7,13,19,750), your Directors are not in a position to recommend any dividend for the year ended 31st March, 2016.

There has been no change in the name of Company during the financial year 2015-16.

The company under the provision of Section 43 & 62 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] has not issued any shares during the financial year 2015-16.

Increase in	Buy Back of	Sweat	Bonus	Employees Stock
Share Capital	Securities	Equity	Shares	Option Plan
Nil	Nil	Nil	Nil	Nil

APPOINTMENT & CESSATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL(S) |

During the year under review there has been no change in the Director(s) and KMP(s) except the following:

a) Ms. Gauri Bhagat has been appointed as Additional Director w.e.f March 01, 2016 subject to approval in the Annual General Meeting to be appointed as Independent Director of the company.

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any

Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard and the same will be furnished on request.

Particulars of Employees pursuant to section 134(3)(q) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014

a) None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 6,000,000/- per annum or more. Therefore, Rule 5(2)(i) of the captioned Rules is not applicable.

b) None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 500,000/- per month. Therefore, Rule 5(2) (ii) of the captioned Rules is not applicable.

c) No employee is a relative of any director or Key Managerial personnel of the Company. Therefore, Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.

During the year 8 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e. not more than 120 days from the previous meeting.

During the year under review, the Independent Directors met on March 01,, 2016, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole ;

2. Evaluation of the performance of Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

Pursuant to the provisions of the Companies Act, 2013 and LODRt, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committee''s was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Company does not have any subsidiary/Joint Venture/Associate company during the financial year 2015-16.

M/s Surana Singh Rathi & Co., Chartered Accountants, were appointed for a period of Five Year in the 24th AGM of the Company which was held on 30th September, 2014 and are eligible to continue as Statutory Auditors of the Company subject to ratification by members at the forthcoming Annual General Meeting at remuneration to be decided by the members. They have furnished a certificate, confirming that if reappointed, their reappointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The members are requested to consider ratification of their continuity of appointment as Auditors of the Company and authorize the Board of Directors to fix their remuneration.

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

In terms of Section 204 of the Act and Rules made there under, M/s. Sachin Kumar, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure-1 to this report.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.

In line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges, the Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company.

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure-2.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

There were no transactions relating to deposits covered under chapter V of the Companies Act, 2013.

The particulars of loans, Investment and guarantees have been disclosed in the financial statement.

There are no related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company.

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the Annual report.

The Management Discussion and Analysis forms part of the Annual Report for the year ended 31st March, 2016.

The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under._

The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to the Company.

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to the Company.

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, state 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; and

(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.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to the The Calcutta Stock Exchange Limited and Metropolitan Stock Exchange of India Ltd (formally known as MCX Stock Exchange Ltd) stock exchanges where the Company''s Shares are listed. Further, the Company has been listed in BSE Limited on 06/04/2016

During the period under review there was no foreign exchange earnings or out flow.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

Your Directors place on record their appreciation for the assistance and co-operation received from business associates, and Members of the Company and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/-

Pradip Kumar Sultania

Chairman & Managing Director

DIN:00539550

Place: Kolkata

Date: August 13, 2016

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Mar 31, 2012

Directors’ Report

To The Members,

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31⁵¹ March. 2012.

Working Results	31.03.2012 Rs.	31.03.2011 Rs.
Profit/(Loss) for the Year Add: Profit brought forward from Previous Year Less : Income Tax / Int. Tax. of Earlier Years Less : (a) Income Tax Provision (b) Transferred to Special Reserve Balance transferred over to next year	39439.00 2278715.00 ML 37701.00 348.00 2280105.00	49551.00 2270539.00 2520.00 28944.00 9910.00 2278715.00

Working

During the year, your Company has carried on the business of investment in shares and securities and providing financial assistance by way of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors does not recommend any Dividend.

Directors

During the year. Shri Ramesh ICumar Agarw^ral has resigned from the Directorship of the Company with effect from 26/12/2011. In accordance with the provision of the Companies Act, 1956 and the Company''s Articles of Association, Shri Ashok Kumar Lodha retires by rotation and being eligible, offered himself for re-appointment.

Shri Pradip Kumar Sultania has been appointed as Additional Director of the Company with effect from 17/08/2011 and Shri Mahesh Sharma and Shri Sashi Pandey were appointed as Additional Directors w.e.f. 17/08/2011, till the conclusion of next Annual General Meeting of the Company. Notice pursuant to Section 257 of the Companies Act, 1956 has been received from a member of the Company, proposing their candidature as Directors of the Company at the ensuing Annual General Meeting. -

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars of employees) Rules, 1957 arc not applicable to your Company.

Conservation of Energy & Technology absorption, Foreign Exchange Earnings and Outgo:

The Company has no activities relating to conservation of energy or technology absorption. The Company has not earned/expense an> foreign exchange during the year.

Deposits .

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Auditors

Messrs. K M Tapuriah & Co. Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to get a re-appointment as Auditors,

A member has proposed the name of M/s Surana Singh Rathi & Co, Chartered Accountants for appointment as auditors of the company till the conclusion of the ensuing Annual General Meeting and pursuant to Section 224 (IB) of the Companies Act, 1956, they have furnished a Certificate regarding their eligibility for appointment as Auditors. ''

Directors’ Responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31^il March. 2012. The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the accounts for the Financial Year ended 31^s’ March, 2012 on a going concern basis. .

By order of the Board

Regd. Office:

91 NS Road Ji

3^rd Floor, Vilayati Kothi Directors

Kolkata-700001

Dated:-30.08.2012