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)

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:

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.

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: 011-26192964, e-mail: siv_kamal@yahoo.com, info@shivkamalimpex.com

Website: www.shivkamalimpex.com