On behalf of the Board of Directors it is our pleasure to present the Annual Reporttogether with the Audited Statement of Accounts of IndiaNivesh Limited ("theCompany") and its subsidiaries for the year ended March 31 2017.
The summarized standalone and consolidated results of your Company are given in thetable below: (Rs. in Lakhs)
| || || |
Financial Year ended
|Particulars ||Standalone ||Consolidated |
| ||31/03/2017 ||31/03/2016 ||31/03/2017 ||31/03/2016 |
|Total Income ||155.85 ||149.58 ||8602.39 ||5937.68 |
|Profit/(loss) before Interest Depreciation & Tax (EBITDA) ||105.26 ||108.56 ||9384.07 ||1478.46 |
|Finance Charges ||35.65 ||39.43 ||1559.09 ||1443.47 |
|Depreciation ||1.07 ||0.93 ||117.72 ||137.51 |
|Provision for Income Tax || || || || |
|(including for earlier years) ||8.30 ||15.03 ||550.90 ||74.77 |
|Net Profit/(Loss) after Tax ||60.23 ||53.17 ||344.24 ||(177.29) |
|Share of profit / (Loss) Attributable to Associates ||- ||- ||25.64 ||34.25 |
|Share of profit /(Loss) Attributable to Ceases to subsidiary ||- ||- ||(18.13) ||333.30 |
|Minority Interest ||- ||- ||36.43 ||5.77 |
|Profit/ (Loss) for the period ||- ||- ||315.30 ||(123.44) |
|Profit/(Loss) brought forward from previous year ||1100.46 ||1067.01 ||4077.47 ||3909.30 |
|Less:- Profit / (Loss) attributable to minority interest ||- ||- ||- ||- |
|Profit/(Loss) carried to Balance Sheet ||1160.69 ||1120.19 ||4392.07 ||4097.20 |
|From this the Directors have transferred to: || || || || |
|Statutory Reserve ||12.05 ||10.63 ||12.05 ||10.63 |
|General Reserve || || || || |
|Capital Redemption Reserve || || || || |
|The Directors recommend payment of || || || || |
|Dividend at the rate of Re.0.02 per equity share (previous year Re.0.02 per equity share) on 37750000 equity shares (previous year 37750000 equity shares) of Re.1/- each which will absorb || ||7.55 || ||7.55 |
|Tax on proposed Dividend || ||1.55 || ||1.55 |
|Reversal Corporate Dividend Tax ||(1.55) || ||(1.55) || |
|Leaving a balance to be carried forward ||1150.19 ||1100.46 ||4381.57 ||4077.47 |
* previous year figures have been regrouped/rearranged wherever necessary.
Summary of Operations
During the year under review the Company earned a total income of Rs. 15584886/- ascompared to Rs. 14957982/- in the previous year. For the F.Y. 2016-17 your Company'sprofit after tax stood at Rs. 6023342/- vis-a-vis Rs. 5317557/- in the previous year.
Business Overview/State of the Company's affairs
It is a Non- Banking Finance Company (NBFC) registered with Reserve Bank of India (RBI)engaged in the business of Inter-Corporate Deposits Short Term Financing and BridgeLoans acquisition and management of Stressed Assets Investment in shares and securitiesquoted as well as unquoted including the business of providing corporate advisory and itis also holding investments in its subsidiaries and other Group/Associate Companies.
Demerger of Investment business undertaking
The Board of Directors of your Company at their meeting held on January 3 2017approved the Scheme of Arrangement (Demerger) between IndiaNivesh Limited ("DemergedCompany") and IndiaNivesh Financial Advisors Limited ("Resulting Company")for the demerger of the demerged undertaking - Investment business undertaking (Investmentin Subsidiaries & Group/Associate Companies) into the Resulting Company.
The scheme had been approved by BSE Limited ("BSE") vide their observationletter dated March 20 2017. The Equity shareholders of the Company have also approved theScheme in their Court convened meeting held on July 18 2017 as per the directions ofNational Company Law Tribunal Mumbai. The Scheme is further pending for the approval ofNational Company Law Tribunal Mumbai.
Information on Material changes and commitments occurred after the close of the yeartill date of this report which affects the financial position of the Company
There are no material changes or commitments affecting the financial position whichhave occurred between March 31 2017 and August 31 2017 being the date of this Report
However the Equity shareholders of the Company have approved the Scheme of Demerger intheir Court convened meeting held on July 18 2017 as per the directions of NationalCompany Law Tribunal Mumbai.
As per NBFC Guidelines the Company proposes to transfer 20% of Net Pro t afterTaxation which amounts to Rs. 1204668/- out of the amount available for appropriations.
Your Directors are pleased to recommend for the approval of the Members a FinalDividend of 2% i.e. Rs.0.02 per share on 37750000 equity shares of Re.1/- each of theCompany for the financial year 2016-2017. The Final Dividend if declared as above wouldinvolve an out flow of Rs.755000/- towards dividend and Rs.154584/- towards dividenddistribution tax resulting in total out flow of Rs.909584/-
Management Discussion and Analysis
As required under regulation 34(2)(e) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Management Discussionand Analysis comprising an overview of the financial results operations / performance andthe future prospects of the Company forms part of the Annual Report.
Share Capital / Finance
During the year under review there was no change in the Capital Structure of theCompany.
As on March 31 2017 the issued subscribed and paid up share capital of your Companystood at Rs.37750000/- comprising 37750000 Equity shares of Re.1/- each. The companyhas not issued shares with differential voting rights nor granted stock options nor sweatequity shares. As on March 31 2017 none of the Directors of the Company hold shares ofthe Company.
The Consolidated Financial Statement of your Company for the financial year 2016-17are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standards and Listing Regulations. The Consolidated Financial Statements havebeen prepared on the basis of audited financial statements of the Company and itssubsidiaries as approved by their respective Board of Directors.
Internal financial controls
The Company has in place adequate financial controls with reference to financialstatements. The Internal financial controls are commensurate with the size and nature ofbusiness of the Company. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
Directors and Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Sona Hadkar (DIN: 07135075) Director of theCompany retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers herself for reappointment. The Directors recommends her re-appointment.
Mr. Rajesh Nuwal was re-appointed as the Managing Director by the board of Directors ofthe Company in their meeting held on June 29 2017 for a further period of 3 years. Hisre-appointment is subject to approval of the shareholders of the Company at the ensuingAnnual General Meeting.
During the year under review there is no change in the Board of Directors of theCompany.
Familiarisation Programme for Independent Directors
The Company conducts suitable familiarisation programme for Independent Directors so asto associate themselves with the nature of the industry in which the Company operates andbusiness model of the Company in addition to regular presentations on financial statementsand other relevant data. In addition to the above Directors are periodically advisedabout the changes effected in the Corporate Law Listing Regulations and RBI regulationswith regard to their roles rights and responsibilities as Directors of the Company.
The details of familiarization programme of Independent Directors have been disclosedon the website of the Company under the web link.
Details of Board meetings
Eight (8) meetings of the Board of Directors were held during the year the details ofwhich are provided in report on Corporate Governance. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.
Directors' Responsibility Statement
Pursuant to Section 134(3) (C) of the Companies Act 2013 your Directors to the bestof their knowledge and belief make following statements that:
(a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed along with proper explanation relating to material departures;
(b) such accounting policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at March 31 2017 and profit of the Company forthe year ended on that date;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls were in place and that such internal financialcontrols are adequate and were operating effectively; and
(f) the systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively.
Your Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A detailed Report on CorporateGovernance practices followed by your Company as prescribed by SEBI in Chapter IV readwith Schedule V of Listing Regulations together with a Certi cate from the StatutoryAuditors con rming compliance with the conditions of Corporate Governance are providedseparately in this Annual Report.
Declaration by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(7) of the Companies Act 2013 and Section149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Nomination and Remuneration Policy
The Board of the Directors has framed the policy which lays down a framework inrelation to Remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. This policy also lays down criteria for selection and appointment of BoardMembers. The Nomination and Remuneration Policy is annexed at the end of the CorporateGovernance Report.
Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isAnnexed as Annexure
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made thereunder the Company has appointed Ms. Priyanka Lahoti Practicing CompanySecretaries (CP No. 8654) to undertake Secretarial Audit of the Company for the financialyear 2016-17. The Secretarial Audit Report in Form MR-3 is included as Annexure IIand forms an integral part of this report. The said Report does not contain any adverseobservation or qualification requiring explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
Subsidiary Associate and Joint Ventures Companies
The total number of subsidiaries as on March 31 2017 is 5. There are no associate orJoint Venture Companies within the meaning of Section 2(6) of the Companies Act 2013.
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of company's subsidiaries in Form AOC-1 isgiven as Annexure III.
Brief particulars about the business of each of the Subsidiaries Companies are givenhereunder:-
a. IndiaNivesh Securities Limited (INSL)
The Company is into the business of stock broking research analysts investmentbanking depository services IPOs and mutual fund distribution advisory. The Company isregistered as a Stock Broker with SEBI and has memberships of BSE NSE MSEI in allsegments i.e. Capital market futures & options and currency derivative segment. INSLis a registered Depository Participant with CDSL and NSDL and with AMFI for Mutual Funddistribution. INSL is also into Paper Distribution (including equity IPO's capital gainbonds fixed deposits mutual funds and other financial products). It has a licence toact as a Research Analysts and has a large customer base including but not limited tobanks institutions FIIs mutual funds insurance companies primary dealers largecorporates public sector undertakings provident fund trusts.
The Company is also into investments in shares of listed and / or unlisted companies /entities and shares and other securities of group companies / limited liabilitypartnership firm from where investments are being carried out.
b. IndiaNivesh Commodities Private Limited (INCPL)
INCPL is a trading cum clearing member of Multi-Commodities Exchange and NationalCommodities & Derivatives Exchange of India. INCPL has been providing commoditiestrading facilities to both corporate and retail clients since 2005.
c. Siddhi Multi-Trade Private Limited (SMTPL)
The Company is engaged in the business of Dismantling of Assets acquired in auction bybanks DRT official liquidator ARC PSU and private parties. Company has developedexpertise in this line with experienced team of professionals specializing in assessmentof land building material plant & machinery and other items participate in auctionprocess and resolution of the asset.
d. IndiaNivesh Capitals Limited (ICL)
ICL has been registered with the Reserve Bank of India (RBI) as a Non-Banking FinanceCompany (NBFC) under registration no. 05.0140 dated March 20 1998. ICL's main businessactivities include Investment and Trading in Shares and Securities etc. It is engaged inthe business of inter alia extending short term finance and bridge loans and Investment inshares and securities
e. IndiaNivesh Wealth Management Private Limited (INWMPL)
INWMPL carries out the business of wealth management.
Particulars of Loans Guarantees or Investments
The provisions of Section 186 of the Act pertaining to investment and lendingactivities is not applicable to the Company since the Company is a Non-Banking FinancialCompany whose principal business is acquisition of securities.
Details of guarantees and/or security in connection with loans to other bodiescorporates or persons as covered under the provisions of Section 186 of the Act are givenin the Notes to the Financial Statements.
Risk Management Policy
The Company has formulated a Risk Management Policy. The Company through its RiskManagement Committee identi es evaluates analyses and prioritise risks in order toaddress and minimize such risks. This facilitates identifying high level risks andimplement appropriate solutions for minimizing the impact of such risks on the business ofthe Company. The Committee submits its recommendations and comments for Board's review andnecessary action.
Corporate Social Responsibility (CSR)
Since the CSR norms are not applicable to the Company hence the disclosures as perRule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 is not requiredto be made.
Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism / Whistle Blower Policy to report to the managementinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct. The details of the Vigil Mechanism policy have been provided in theCorporate Governance Report and also disclosed on the website of the Company viz.
Evaluation of the Board its Committees and Individual Directors
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) 2015 the Company has devised the policy for performanceevaluation of the Independent Directors Board Committees and other individual Directorswhich includes criteria for performance evaluation of non-executive directors andexecutive directors.
The evaluation of all the directors and Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inCorporate Governance Report section in this Annual Report.
Statutory Auditors their Report and Notes to Financial Statements
M/s. CLB & Associates Chartered Accountants (Firm Registration No. 124305W) whoare the Statutory Auditors of the Company hold office until the conclusion of the ensuingAnnual General Meeting of the Company. It is proposed to re-appoint M/s. CLB &Associates Chartered Accountants as Auditors of the Company from the conclusion of thisAnnual General Meeting until the conclusion of the next Annual General Meeting of theCompany.
M/s. CLB & Associates have confirmed their eligibility under Section 141 of theCompanies Act 2013 and the Rules framed thereunder for re-appointment as Auditors of theCompany. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Auditors have also con rmed that they hold a validcerti cate issued by Peer Review Board of the Institute of Chartered Accountants of India.
The observations and comments given by the Auditors in their report read together withnotes on financial statements are self-explanatory and hence do not call for any furthercomments under Section 134 of the Act.
Related Party Transactions
The Company has laid down Related Party Transaction Policy for the purpose of identication and monitoring of such transactions. The policy on Related Party Transaction asapproved by the Board is upload the on the company weblink viz.
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. A statement of all Related Party Transactions is placed before the AuditCommittee for its review specifying the nature value and terms and conditions of thetransactions.
Details of the transactions with Related Parties are provided in the accompanyingfinancial statements of the Company. The Form AOC-2 pursuant to Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is set outas Annexure IV' to this Report.
Significant and material orders passed by the Regulators
There were no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
Transfer of Amounts to Investor Education and Protection Fund
In terms of Section 205C of the Companies Act 1956 a sum of Rs.140836/- lying withthe Company as unclaimed dividend for the financial year 2008-09 (Final Dividend) i.e. fora period of seven years from the date they become due for payment were transferred duringthe period under review to the Investor Education and Protection Fund.
Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has led the necessary form and uploaded the details of unpaid and unclaimedamounts lying with the Company as on the date of last AGM (i.e. September 30 2016) withthe Ministry of Corporate Affairs.
Particulars of Employees and related disclosures
A) Details of the ratio of the remuneration of each Director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:
|Name of Director / KMP and Designation ||Remuneration of Director/KMP for financial year 2016-17 (in Rs.) ||% increase in Remuneration in the financial year 2016-17 ||Ratio of remuneration of each Director / to median remuneration of employees ||Comparison of the Remuneration of the KMP against the performance of the Company |
|1 Mr. Dinesh Nuwal Non-Executive Director ||Sitting Fees waived off ||Not Applicable ||Not Applicable ||Not Applicable |
|2 Mr. Rajesh Nuwal Managing Director & CFO ||Rs. 1188012/- ||No Increase ||0.56 ||Profit before tax increased by 0.48% and Profit after Tax increased by 13.27% in the financial year 2016-17. |
|3 Mr. Hemant Panpalia Non-Executive Director ||Sitting Fees waived off ||Not Applicable ||Not Applicable ||Not Applicable |
|4 Mr. Raja Ram Baldi Independent Director ||Rs.25000/- (Sitting fees) ||No Increase ||0.01 ||Not Applicable |
|5 Mrs. Sona Hadkar Non-Executive Director ||Sitting Fees waived off ||Not Applicable ||Not Applicable ||Not Applicable |
|6 Mr. Jimmy Anklesaria Independent Director ||Rs.25000/- (Sitting fees) ||No Increase ||0.01 ||Not Applicable |
|7 Mr. Jinesh Doshi Company Secretary ## ||Rs. 2735088/- ||49.04% ||Not Applicable || |
|Independent Director || || || || |
Notes: 1. The remuneration to Directors includes sitting fees paid to them for thefinancial year 2016-17. There is no change in the sitting fees for attending Board andCommittee meetings.
2. Mr. Dinesh Nuwal and Mr. Hemant Panpalia the Promoter Directors and Mrs. SonaHadkar the Non-Executive Non Independent Director have waived off the sitting feespayable to them for the Meetings attended by them from the financial year 2016-17.
i) Median remuneration of employees of the Company during the financial year 2016-2017was Rs. 2099182/-.
ii) Median remuneration of employees of the Company during the financial year 2015-2016was Rs.1511550/-. In the financial year there was increase of 38.88% in the medianremuneration of employees due to increase in the remuneration of one of the key managerialpersonnel.
iii) There were 2 con rmed employees on the rolls of the Company as on March 31 2017.
iv) Relationship between average increase in remuneration and company performance-Average Remuneration increased during the year 2016-2017 by 49.04% whereas the Company'sPAT increased by 13.27%.
v) Comparison of Remuneration of Key Managerial Personnel(s) against the performance ofthe Company: There was increase in remuneration of 1 Key Managerial Personnel.
vi) a) Variation in the market capitalization of the Company: The market capitalizationas on March 31 2017 was Rs.147.22 Crores (Rs.176.10 Crores as on March 31 2016).
b) Price Earning Ratio of the Company was 243.75 as at March 31 2017 and was 333.21 asat March 31 2016.
vii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year i.e. 2016-17 was 49.04% whereas theincrease in the managerial remuneration for the same financial year was NIL.
viii) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other employees.
ix) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:- During the financial year 2016-2017 1 employee receives remuneration inexcess of highest paid Director and the ratio is 1.53:1
x) It is hereby af rmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other employees.
B) Details of every employee of the Company as required pursuant to rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
During the year under consideration none of the employees of the company was inreceipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have not been provided.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
Details of Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy: N.A.
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;
(B) Technology absorption: N.A.
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution;
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
(iv) the expenditure incurred on Research and Development.
(C) Foreign Exchange Earnings and Outgo:
There were no foreign exchange earnings and outgoings during the year under review.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-2017:
|Sr. No. ||No. of complaints received ||No. of complaints disposed off |
|1. ||NIL ||N.A. |
Your Directors wish to place on record their sincere appreciation of the assistance andsupport extended by customers members financial institutions banks Government andother associated with the activities of the Company. Your Directors place on record theirappreciation for employees at all levels who have contributed to the growth andperformance of your Company.
For and on behalf of the Board
| ||Sd/- ||Sd/- |
| ||Rajesh Nuwal ||Dinesh Nuwal |
|Date: August 31 2017 ||Managing Director & CFO ||Director |
|Place: Mumbai ||(DIN: 00009660) ||(DIN: 00500191) |