DIRECTOR'S REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the Thirty Fifth Annual Report with the Audited Balance Sheet, Statement of Profit & Loss, Cash Flow Statement and the notes and schedules thereon for the year ended 31st March 2015

2. REVIEW OF OPERATION:

The Company has earned Profit of Rs.5,60,559/- during the financial year. Your Directors expect to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Since there is no distributable profit as on 31st March 2015, your Directors do not recommend any dividend for the financial year.

In order to conserve the resources, your Director has not declared any Dividend for the year 31st march 2015.

4. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

5. REVOCATION OF SUSPENSION:

The shares of the Company were suspended by Calcutta Stock Exchange (CSE) for non compliance of various provisions of the Act. The Company has made an application during the financial year for revoking suspension of trading of securities and your Directors are glad to inform that the suspension of trading of securities was revoked on 10/11/2014 by CSE vide issuing letter to this effect.

6. CHANGE THE NAME OF THE COMPANY:

During the year, the name of the Company is altered from Hariganga Machineries And Engineering Services Limited to its present name as Shivkrupa Machineries And Engineering Services Limited vide fresh certificate of Incorporation received from the Registrar of Companies, Mumbai dated 05 th August, 2015.

Subsequently the Company also informed about the change of name to Calcutta Stock Exchange (CSE) vide its letter dated 11th August, 2015 which is duly accepted by CSE and issued Notice dated 17th August, 2015 confirming the changed name.

7. APPLICATION FOR DIRECT LISTING:

Further the Company has also made application with Bombay Stock Exchange Limited (BSE) to list its securities thereon. The Company has got the In- principle approval for listing of the securities from BSE Ltd on 04th August 2015.

8. DIRECTORS:

Mr. Bhushan Vishwanath Adhatrao and Mr. Chetan Dhondu Shinde were inducted as an Additional Director on the Board of the Company on 20th October, 2014 in terms of Section 161 of the Companies Act, 2013. As per provisions of said section, they would hold office till the conclusion of ensuing Annual General Meeting. Your Directors hereby recommends their appointment as Director of the Company and resolution for their appointment is put forward for your approval.

Mr. Chetan Shinde is being designated as Managing Director of the Company upon the approval of the members of the Company at the ensuing Annual General Meeting for a term of 5 year w.e.f 01/09/2015 to 31/08/2020.

Likewise, Mrs. Sapna Khandelwal was inducted as an Additional Director on the Board of the Company on 31st March, 2015 in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman Director. She would hold office till the conclusion of ensuing Annual General Meeting. Your Directors hereby recommends her appointment as Director of the Company and resolution for her appointment is put forward for your approval.

Mr. Harish Agrawal is liable to retire by rotation in this Annual General Meeting and being eligible he has offered himself for reappointment.

The Company has received notice in writing from member along with requisite fee proposing candidature of Mr. Bhushan Vishwanath Adhatrao, Mr. Chetan Dhondu Shinde and Mrs. Sapna Khandelwal as Directors of the Company. Your Directors recommend their appointment.

9. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirms:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) That the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2015, and that of the profit of the Company for the year ended on that date.

(Mi) That proper and sufficient care has been taken 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) That the annual accounts have been prepared on a going concern basis, and

(v) The Board has 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 systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. INTERNAL AUDITORS!

The Company has appointed Mr. Ashvin Thumar, Chartered Accountants, Mumbai, as an Internal Auditor of the Company for financial year 2015-16.

11. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. NUMBER OF BOARD MEETING CONDUCTED DURING THE YEAR:

During the financial year, the Board had met Ten (10) times on 30th May, 2014 ; 11th August, 2014 ; 2nd September, 2014; 20th October, 2014; 13th November, 2014,24th November 2014, 24th December 2014 14th February, 2015, 27th March 2015 and 31st March, 2015.

13. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors' Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to the Shareholders without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Secretary at the Company's registered office.

The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 28th January, 2015 that the remuneration is as per the remuneration policy of the Company

14. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COM PAN IES :

The Company does not have any subsidiary. Joint Venture or Associate Company and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

15. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.:

Since the Company is not a manufacturing unit, the information with respect to the Conservation of Energy and Technology absorption as required by Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not mentioned in this report as the same are not applicable to the Company. The details of Foreign Exchange earnings and outgo are mentioned herein

16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND :

There were no unclaimed or unpaid dividends lying in the Books of Accounts for the period of seven years as mentioned in the Section 124 (5) of the Companies Act, 2013 and therefore no amount is transferred to Investor Education and Protection Fund during the Financial Year.

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY. :

The Net worth and /or Turnover and / or Net profit of the Company are under the limits prescribed under Section 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014. Therefore the Company has neither constituted Corporate Social Responsibility committee nor formed any policy there under as the same were not applicable to the Company during the financial year.

20. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES :

The Company has not entered into any or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 including Rules made thereunder and therefore Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is not appended herewith

22. CORPORATE GOVERNANCE :

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report and is annexed hereto. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report as Annexure C.

23. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report.

24. ANNUAL RETURN :

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure B and is attached to this Report.

25. AUDITORS. :

M/s. Arpan Chudgar & Associates., Chartered Accountants, Mumbai bearing ICAI Firm Registration No as 133877W were appointed as Statutory Auditors at their Annual General Meeting held on 30th September 2014 for the period of three(3) years, i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

26. SECRETARIAL AUDITOR :

The Company has appointed Mr. Gautam Bhandari, Practicing Company Secretary as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2015-16 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

27. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has appointed Mr. Gautam Bhandari, Practicing Company Secretary; to conduct the Secretarial Audit and his Report on Company's Secretarial Audit is appended to this Report as Annexure A.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS :

Management of the company is making all efforts to put adequate systems and process in the Company commensurate with the size and operation of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

29. INCREASE AND RECLASSIFICATION AUTHORISED SHARE CAPITAL :

During the financial year, at the Extra Ordinary General Meeting of the members of the Company held on 12th December, 2014 the Company has increased and reclassified its authorized share capital from Rs. 1,25,00,000 (One Crore Twenty Five Lacs) divided into 11,00,000 (Eleven Lacs) Equity Shares of Rs. 10/-each aggregating to 1,10,00,000 (One Crore Ten Lacs Only) and 15,000, 10% Redeemable cumulative Preference shares of Rs.100 each aggregating to Rs. 15,00,000 (Fifteen Lacs Only) to Rs. 7,00,00,000 (Rupees Seven Crores only) divided into70,00,000 (Seventy Lacs) Equity Shares of Rs.10/- each.

30. ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS. :

During the financial year, at the Extra Ordinary General Meeting of the members of the Company held on 12th December, 2014 and the Company had taken the approval for issue and allotment, for cash, up to 56,15,500 (Fifty Six Lakhs Fifteen Thousand Five Hundred Only). The Company has allotted 41,92,500 (Forty One Lakhs Ninety Two Thousand Five Hundred Only) Equity Shares of Rs. 10/- each after obtaining requisite approval from Calcutta Stock Exchange for the same.

The said shares were then allotted on 24.12.2014. Post allotment of Equity shares as mentioned above the paid up capital of the Company was 46,925,00 Equity Shares of Rs. 10/- each aggregating to Rs. 46,925,000/-.

31. ANNUAL EVALUATION BY THE BOARD :

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to Shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

32. OTHER DISCLOSURES :

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

33. ACKNOWLEDGEMENTS :

Your Directors take this opportunity to express their gratitude for the continued co-operation extended by the employees and stakeholders of the Company.

FOR SHIVKRUPA MACHINERIES AND ENGINEERING SERVICES LTD

(Formerly Hariganga Machineries And Engineering Services Limited)

SD/- HARISH AGRAWAL

CHAIRMAN

DIN:00291083