Nikki Global Finance Ltd.
|BSE: 531272||Sector: Financials|
|NSE: N.A.||ISIN Code: INE526C01012|
|BSE 15:15 | 20 Feb||Nikki Global Finance Ltd|
|NSE 05:30 | 01 Jan||Nikki Global Finance Ltd|
Nikki Global Finance Ltd. (NIKKIGLOBFIN) - Director Report
Company director report
Your Directors have pleasure in presenting the 30th Annual Report togetherwith the Audited Statement of Accounts for the year ended on 31sl March 2016.
Financial Results of the Company for the year under review alongwith figures for theprevious year are as follows:
The Company has no public deposits as on date and will not accept any deposits withoutprior approval of the Statutory Authorities concerned.
Due to lossfes) The Board of Directors does not recommend any dividend.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of loans or guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 have been disclosed in the financial statements.
During the year there has been no change in investments of the Company and the changesin loans or guarantees have been disclosed in financial statements.
STATE OF THE COMPANYS AFFAIRS AND NATURE OF BUSINESS:
Since last year there were no changes in the State of companys affairs and therehave been no change in nature of business of the Company during the Year.
TRANSFER TO RESERVES:
Due to loss(es) no appropriation has been made by the Company in its reserves duringthe financial year 2015-16.
MATERIAL C IANGES AND COMMITEMENTS:
There have been no material changes and commitments during the year.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Auditors is subjectto provisions of the Companies Act 2013 and rules made thereunder. To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee of the Board and to the Managing Director.
The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Shashwat Agarwal (DIN: 00122799) retires by rotation and being eligible offershimself for re-appointment. Your Directors recommend his re-appointment.
Subject to the provisions of Companies Act 2013 readwith rules made thereunder andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 The Board ofDirectors of the Company have an optimum constitution.
The Members of the Company at the Annual General Meeting held on September 29 2015approved appointment of:
(a) Mr. Ashesh Agarwal who w^s liable to retire at the last AGM held in the year 2015.
(b) Mrs. Kavita Awasthi as Independent Director for 5 years commencing from March262015.
(c) Mr. Ashesh Agarwal as Managing Director for 3 years with effect from September 12015 to August 312018.
Declaration by the Independent Directors of the Company:
Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and there has been no change in the circumstances from last FinancialYear which may affect their status as Independent Director during the year.
As required under Regulation 36 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the particulars of theDirectors proposed for appointment/re-appointment has been given in the Notice of theAnnual General Meeting.
Key Managerial Personnel:
There have been changes in Key Managerial Personnel(s) during the financial year 2015-16 Details are given as under:
The Members of the Company at Annual General Meeting held on September 29 2015approved re-appointment of Mr. Ashesh Agarwal as Managing Director of the Company for 3years. Mr. Sanjay Jain is continuing as Chief Financial Officer of the Company w.e.f.March 262015.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 readwith rules made thereunder and under Regulation 16 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed by the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest.of their knowledge and ability state the following:
a. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;
b. that directors have selected such accounting policies and applied consistently andjudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with provisions of this Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
d. The Directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down such internal financial controls that are adequate andoperating effectively;
f. The Directors have devised systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
AUDITORS & AUDITORS REPORT:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s J Agarwal & Associates Chartered Accountants (ICAI Firm Registration No.002601C) were appointed as statutory auditors of the Company from the conclusion of thetwenty eight annual general meeting (AGM) of the Company held on September 29 2014 tillthe conclusion of the thirty first annual general meeting (AGM) to be held in the year2017 subject to ratification of their re-appointment at every AGM.
The Company has received a letter from statutory auditors to the effect that theirreappointment if made would be within the provision prescribed under Section 139 of theCompanies Act 2013. Your Directors recommend their re-appointment
The auditors report does not contain any qualifications reservations or adverseremarks and Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013.
SECRETARIAL AUDITORS REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company had appointed Ms. Neha Jain Practising Company Secretary Kanpurto undertake the Secretarial Audit of the Company for the Financial Year 201516. TheSecretarial Audit Report for financial year 2015-16 is annexed which forms part of thisreport as Annexure-A. With regard to comments of Secretarial Auditor we wish tostate that due to non-functioning of MCA Portal and our system the same escaped theattention to be filed. However we shall file the same as soon as possible.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. Further therewere no materially significant with the related party transactions during the year made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons. Since there were no material contracts/arrangements made during the year andall such contracts/arrangements were made in ordinary course of business and at armslength basis and details of such transactions have been given in financial statements ofthe Company and this fact has been mentioned in attached Annexure-B in FORM AOC- 2.Details of all such contracts/arrangements are available for inspection at the RegisteredOffice of the Company till ensuing Annual General Meeting and if any member is interestedin inspecting the same such member may write to the Company Secretary in advance.
CODE OF CONDUCT:
All the Members of the Board and all the employees of the Company have followed thepolicy of Code of Conduct in the course of day to day business operations of the Company.The Code has been placed on the Companys website www.nikkiglobal.com. The Code laysdown the standard procedure of business conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
There are no Subsidiaries Joint Ventures or Associate Companies.
The Audit Committee comprises of Independent Directors namely Mr. Gaya Prasad GuptaMr. Subodh Agarwal Mr. Manoj Kumar and Mr. Shashwat Agarwal as Executive Director of theCompany.
The Audit Committee played an important role during the year. It coordinated with theStatutory Auditors Internal Auditors and other key Managerial Personnel of the Companyand has rendered guidance in the areas of internal audit and control finance andaccounts. .
All the recommendations made by the Audit Committee were accepted by the Board. Fourmeetings of the Audit Committee were held during the year.
Stakeholders Relationship Committee:
The Committee has met four times during the year the Committee overlook the usualrequests received for Dematerialization transfer/transmission of shares and resolved oranswered the complaints of members.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee recommends to the Board the suitability ofcandidates for appointment as Key Managerial Personnel Directors and the remunerationpackages payable to them and other employees. The Nomination and Remuneration met fourtimes during the year.
Vigil Mechanism / Whistle Blower Policy:
The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as theWhistle Blower Policy for its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Companys Code ofConduct. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.
Accordingly Whistle Blower Policy has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach the Ethics.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
Number of Meetings of the Board:
Ten meetings of the board were held during the year. For details of the meetings of theboard please refer to the corporate governance report which forms part of this report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company. The Board is responsible for implementation of the Code. All Board Directorsand the designated employees have confirmed compliance with the Code.
Business Risk Management:
The main identified risks at the Company are business operating risks. Your Company hasestablished a comprehensive business risk management policy to ensure the risk to theCompanys continued existence as s going concern and to its development areidentified and addressed on timely basis. Risk management strategy as approved by theBoard of Directors is implemented by the Company Management.
Corporate Social Responsibility Statement:
The Corporate Social Responsibility is not applicable on the Company.
Information Pursuant to Section 134 (3) of the Companies Act 2013:
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 employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees particulars which is available for inspection by themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the Company Secretary in advance.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT-9 are annexedto this Report as Annexure-C.
Independent Directors Meeting:
The Independent Directors met on 29th March 2016 without the attendance ofNon- Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.
Energy7 Conservation Technology Absorption Foreign Exchange Earnings andOutgo:
Particulars relating to conservation of energy and technology absorption stipulated inthe Companies (Accounts) Rules 2014 are not applicable on the Company.
During the year there were no Foreign Exchange earnings and outgo.
Corporate Governance and Management Discussion and Analysis Report:
Separate reports on Corporate Governance compliance and Management Discussion andAnalysis as required under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 which forms part of this Annual Report alongwith the Certificate from Statutory Auditors of the Company regarding compliance of theconditions of Corporate Governance as stipulated in Chapter IV of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
In compliance with Corporate Governance requirements your Company has formulated andimplemented a Code of Business Conduct and Ethics for all Board members and seniormanagement personnel of the Company who have affirmed the compliance thereto.
Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and companys operations in future:
There were no such order passed by the Regulations or Courts or Tribunals which mayimpact the going concern status and companys operations in future.
Disclosure under Sexual Harassment of Women:
The Company has Sexual Harassment Policy in place and available on the Companyswebsite www.nikkiglobal.com. During the yearunder review there were no complaints from any of the employee.
Your directors take this opportunity to extend their thanks to the customers businesspartners business associates and bankers of the Company for their continued supportduring the year. The directors also sincerely acknowledge the dedication and commitment ofthe employees of the company at all levels.