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Nishtha Finance & Investment (India) Ltd.

BSE: 539311 Sector: Financials
NSE: N.A. ISIN Code: INE217Q01018
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OPEN 18.55
PREVIOUS CLOSE 19.50
VOLUME 1200
52-Week high 33.85
52-Week low 11.60
P/E 371.00
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.45
Sell Qty 100.00
OPEN 18.55
CLOSE 19.50
VOLUME 1200
52-Week high 33.85
52-Week low 11.60
P/E 371.00
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.45
Sell Qty 100.00

Nishtha Finance & Investment (India) Ltd. (NISHTHAFINANCE) - Director Report

Company director report

Dear Stakeholders

Your Directors are pleased to present herewith their Report on the business andOperation of the Company together with the Audited financials for the year ended on 31stMarch 2016. The report of the Director is as follows:

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars For the Year Ended 31.03.2016 For the Year Ended 31.03.2015
Revenue from Operations 343.30 352.84
Other Income 0.00 0.00
Total Income 343.30 352.4
Finance Cost 0.27 0.08
Depreciation 0.00 0.84
Other Expenditure 342.59 336.64
Profit/(Loss) before tax 0.43 15.28
Tax Expenses 0.11 3.00
Net Profit/(Loss) 0.32 12.28
Paid Up Share Capital 770.00 770.00

REVIEW OF OPERATIONS

During the year under review your Company has earned revenue from operations amountingto Rs. 343.30 lakh as compared to Rs. 352.84 in the previous financial year and registeredthe net profit after tax for the financial year 2015-16 is Rs. 0.32 Lakh as compared toRs. 12.28 Lakh in the previous financial year.

DIVIDEND

Since the Company could not generate any profits your directors do not propose anydividend for the year under review.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material change and commitment affecting the financial position ofCompany which has occurred between the end of financial year of the Company to which thefinancial statements relate and the date of this report other than those disclosed in theAnnual report

CHANGE IN NATURE OF BUSINESS

During the period under review the Company has not changes its nature of business.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 110000000 (Rupees Eleven Croresonly) divided into 11000000 (One Crore Ten Lacs) Equity shares of Rs. 10 each. Theissued subscribed and paid up capital of the Company is Rs 77000000 (Rupees Seven CroreSeventy Lacs) divided into 7700000 (Seventy Seven Lacs) equity shares of Rs 10 each.

There has been no change in the share capital of the Company during the year.

TRANSFER TO RESERVES

The profits transferred and other additions to reserves are as follows: Amount in Rs.

Opening balance 605823 (622091)
Add: Profit / (Loss) for the year 32212 1227914
Amount transferred from :
General reserve - -
Other reserves - -
Less: Interim dividend - -
Dividends proposed to be distributed to equity & preference shareholders - -
Tax on dividend - -
Transferred to: - -
General reserve - -
Capital redemption reserve - -
Debenture redemption reserve - -
Other reserves - -
Closing balance 638035 605823
TOTAL 638035 605823

AUDITORS

M/s. Jain & Gangrade Chartered Accountants Indore (Firm’s Registration No.008792C) submitted their resignation as Statutory Auditors of the Company in August 2016.To fill the casual vacancy the Board at its meeting held on Friday 02nd September 2016approved the appointment of M/s. Sudhir S Shah and Co. Chartered Accountants (FirmRegistration No. 124580W) as Statutory Auditors subject to the approval of shareholdersat the ensuing Annual General Meeting.

M/s. Sudhir S. Shah and Co. Chartered Accountants (Firm Registration No. 124580W) hasconfirmed their eligibility and willingness to act as Statutory Auditors if appointedand the necessary certificate pursuant to Section 139(1) of the Companies Act 2013 andrules made thereunder has been received from them. Pursuant to Section 139(8) of theCompanies Act 2013 M/s. Sudhir S. Shah and Co. Chartered Accountants (Firm RegistrationNo. 124580W) shall hold office till the conclusion of 38th Annual General Meeting.

In terms of the provisions of the Companies Act 2013 (Act) any appointment of theStatutory Auditors in the casual vacancy arising as a result of resignation of an auditorhas to be approved by the Company at a general meeting within 3 months from the date ofrecommendation of the Board of Directors of the Company and the said office shall be heldtill the conclusion of the next Annual General Meeting. Considering the coinciding of theGeneral Meeting and the Annual General Meeting the Board of Directors proposes/recommendsthe appointment of M/s. Sudhir S Shah and Co. Chartered Accountants (Firm RegistrationNo. 124580W) as the Statutory Auditors of the Company to hold office from the conclusionof this Meeting until the conclusion of Thirty Eighth Annual General Meeting subject tothe approval of the members.

Auditors Report in respect of the Financial Statement for the current Financial Yeargiven by M/s Jain & Gangrade Chartered Accountants Indore (Firm’s RegistrationNo. 008792C) is self-Explanatory and the Statutory Audit Report does not contain anyqualification reservation or adverse remark.

INTERNAL AUDITOR

During the year under review Internal Audit of the Company has been carried out by M/sPiyush Maheshwari & Associates Chartered Accountants Indore and M/s PiyushMaheshwari & Associates Chartered Accountants Indore has been re-appointed as anInternal Auditor for financial year 2016-17.

AUDITOR’S REPORT

The Auditor’s Report dated 30.05.2016 on the financials statements of the companyfor the financial year 2015-16 does not have any reservation qualification or adverseremarks.

SECRETARIAL AUDITOR

The Board has appointed Mr. Amit Kumar Company Secretary to conduct Secretarial Auditunder the provisions of Section 204 of the Companies Act 2013 for the financial year2015-16. The Secretarial Audit Report for the financial year ended 31st March 2016 isannexed herewith and marked as Annexure I to this Report.

Qualification of Auditors

1. Company has filed Annual filing e-form AOC-4 and MGT-7 to the Registrar of Companiesfor the financial year 2014-15

2. Company has not complied the provisions of Regulations 7(3) and 13(3) of SEBI(Listing Obligation and Disclosures Requirement) Regulations 2015 for March quarterduring the F.Y 2015-16.

MANAGEMENT REPLY

1. Due to oversightness of secretarial department Company has not filed Annual filingE-form and compliance required under regulations 7(3) and 13(3) of SEBI (ListingObligation and Disclosures Requirement) Regulations 2015 for March quarter. HoweverManagement of the Company assures to comply the same as soon as possible

DIRECTORATE

In accordance with the requirements of the Companies Act 2013 and the Company’sArticles of Association Mr. Lavekush Gadiya (DIN: 02026986) Director of the Companyretires by rotation and shown his willingness for Reappointment.

Brief profile of retiring director is given in the Notice of Annual General Meeting.

CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. LavekushGadiya was appointed as a Chief Financial Officer of the company in the board meeting heldon 3rd of September 2014 and he is continuing as a Chief Financial Officer of the company.Mr. Palanpuri Hemant Ashokbhai was appointed as a Company Secretary of the company in theBoard Meeting held on 30th May 2016. (Mr. Aditya Dwivedi had resigned from the post ofCompany Secretary as on 01st September 2015 further Mr. Palanpuri Hemant Ashokbhai wasappointed in the board meeting held on 30th May 2016).

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.

NOMINATION & REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Report.

RISK MANAGEMENT

The Company has a Risk Management Policy that defines the policies lays out thestrategies and methodology to decide on the risk taking ability of the organization.

The Company constantly reviews its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has in placeadequate systems to ensure compliance with all regulatory and statutory matters reviewsthe same on a periodic basis and takes appropriate corrective action when necessary.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.

CORPORATE GOVERNANCE REPORT

In pursuance of Regulation 27 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 shall be applicable those companies having paid up equityshare capital exceeding Rs.10 crore or Net Worth exceeding Rs. 25 crore as on the lastday of the previous financial year. The paid up share capital and net worth of yourcompany do not come under the purview of applicability of Regulation 27 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015. Therefore separate report ofcorporate governance is not attached herewith.

In spite of above said SEBI circular Your Company adopts best practices for corporategovernance disclosure standard and enhanced shareholder value while protecting theinterest of all other stakeholders including clients its employee. This has enabled yourCompany to earn the trust and goodwill of its investors business partners employees andthe communities in which it operates. Your directors believe that Company profitabilitymust go hand in hand with a sense of responsibility towards all stakeholders employee andcommunities.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended 31st March 2016 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014

i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16:

No Director has drawn any remuneration from the Company during the financial year2015-16 therefore ratio of remuneration of each director is not ascertainable.

ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2015-16:

Mr. Lavekush Gadiya Whole Time Director and Chief Financial officer of Company has notdrawn any remuneration from the Company during the financial year 2015-16. No Incrementhas been done in the salary of Mr. Aditya Dwivedi Company Secretary of the Company. Hehas resigned w.e.f 01.09.2015.

iii) the percentage increase in the median remuneration of employees in the financialyear 2015-16:

The Company does not have any employees in the financial year 2015-16. Thereforeincrease in median remuneration is not ascertainable.

iv) the number of permanent employees on the rolls of company: 0

v) average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Amount in Lacs
2015-16 2014-15 Increase/Decrease in %
Average Salary of Employee other than key Managerial Personnel (Per Annum) 0.00 0.00 N.A.
Managing Director/Director Nil Nil N.A.
Company Secretary (Per Annum) 0.00 0.00 N.A.

vi) the key parameters for any variable component of remuneration availed by theDirectors:

The key parameters for the variable component of remuneration if any availed by theDirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Nomination & Remuneration Policy forDirectors.

vii) affirmation that the remuneration is as per the remuneration policy of theCompany:

It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-III to thisReport.

B) MEETINGS OF THE BOARD

During the financial year ended March 31 2016 6 meetings of the Board of Directorswere held as against the statutory minimum requirement of 4 times. None of the two BoardMeetings have a gap of more than 120 days between them. The dates of meetings arementioned below:

Sr. No. Date Sr. No. Date
1. 29.05.2015 4. 06.11.2015
2. 14.08.2015 5. 12.02.2016
3. 01.09.2015 6. 31.03.2016

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members including one Whole TimeDirector viz. Lavekush Gadiya and two Non executive Independent director viz. RamkaranHirvey Mr. Sandeep Jaiswal. Mr. Ramkaran is heading the Committee.

D) COMPOSITION OF INVESTOR AND SHAREHOLDER GRIEVANCES COMMITTEE

The Investor and Shareholder Grievances Committee as on date comprises of threemembers including one Whole Time Director viz. Lavekush Gadiya and two Non executiveIndependent director viz. Ramkaran Hirvey Mr. Sandeep Jaiswal. Mr. Ramkaran Hirvey isheading the Committee.

E) COMPOSITION OF REMUNERATION AND NOMINATION COMMITTEE

The Remuneration and Nomination Committee as on date comprises of three membersincluding viz. Mr. Ramkaran Hirvey Mr. Sandeep Jaiswal and Mrs. Snehlata Gadiya. Mr.Ramkaran Hirvey is heading the Committee.

F) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 the Board of Directors has adopteda vigil mechanism/whistle blower policy of the Company. The policy provides a frameworkfor directors and employees to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. Protecteddisclosures can be made by a whistle blower through an email or to the Chairman of theAudit Committee. The vigil mechanism/whistle blower policy can be accessed on theCompany's website at the link: www.nfandiltd.com

G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder.

During the financial year 2015-16 the Company has received no complaints on sexualharassment.

H) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given investments made and guarantees given are provided in thefinancial statements.

I) GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. The Whole Time Director of the Company did not receive any remuneration orcommission from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

SUBSIDIARY COMPANY ASSOCIATE COMPANY

The Company has no subsidiary.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2016 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2016 are given below :

(i) the steps taken or impact on conservation of energy;

Your Company is conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to all regulatory requirements and guidelines.

(ii) the steps taken by the company for utilising alternate sources of energy;

The Company has been taking energy saving measures viz. Use of energy saver electricalequipments LED fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.

(iii) the capital investment on energy conservation equipments;

Your company has nil capital investment on energy conservation equipments.

(B) Technology absorption-

(i) the efforts made towards technology absorption; N.A.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; N.A.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- N.A.

(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. N.A.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange earnings and Outgo are given as below:-

Year 2016 Year 2015
(Amt.) (Amt.)
Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

The Government as well as their respective Departments connected with the business ofthe Company Banker Shareholders employees of the Company for their co-operation andcontinued support.

By Order of Board of Director of
Regd. Office: Nishtha Finance and Investment (India) Limited
45 A First Floor Main Road
Hasanpur I.P Extension
New Delhi -110092
Lavekush Gadiya Ramkaran Hirvey
Date: 02.09.2016 Whole Time Director Director
Place: New Delhi DIN: 02026986 DIN: 02967149
270 Shastri Market 270 Shastri Market
Indore 452007 MP Indore 452007 MP