Nivedita Mercantile And Financing Ltd.
|BSE: 512381||Sector: Financials|
|NSE: N.A.||ISIN Code: INE992I01013|
|BSE LIVE 12:22 | 10 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 512381||Sector: Financials|
|NSE: N.A.||ISIN Code: INE992I01013|
|BSE LIVE 12:22 | 10 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Nivedita Mercantile & Financing Limited
Your Directors have the pleasure in presenting the 31st Annual Report of the Company onthe business and operations of the Company together with the Audited Statement of Accountsfor the year ended 31st March 2016
The Companys financial performance for the year ended March 31 2016 issummarized below:
On consolidated basis revenue from operations for F.Y. 2015-16 at Rs.2146.84 lakhs washigher by 43.80% over last year (1493.00 Lakhs in F.Y. 2014-15). The profit after taxstands at Rs. 571.58 lakhs as compared to Rs. 751.09 lakhs during the previous year.
On standalone basis revenue from operations for F.Y. 2015-16 at Rs. 2146.92 lakhs washigher by 43.80% over last year (Rs. 1493.00 lakhs in F.Y.2014-15). The profit after taxstands at Rs. 572.44 lakhs as compared to Rs. 751.14 lakhs during the previous year.
Your Directors are pleased to recommend a dividend of 5 per cent i.e. Rs. 0.50/- perEquity share on 9910330 equity shares of Face value Rs. 10/-each out of the profits ofthe Company for the financial year 2015-2016 subject to approval of shareholders at theensuing Annual General Meeting amounting to Rs.4955165/- (Rupees Forty Nine Lacs FiftyFive Thousand One Hundred and Sixty Five Only). The total cash outflow on account ofdividend payment including dividend distribution tax thereon was Rs. 59.64 lakhs(F.Y.2014-15 Rs. 20.93 lakhs).
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to reserves out of the profitsearned during financial year 2015-16.
During the year under review the Authorised Share Capital of the Company has beenincreased to Rs. 150000000/- (Rupees Fifteen Crores Only) divided into 15000000 (OneCrore Fifty Lacs only) Equity shares of Rs. 10/- (Ten only) each.
The Company has not allotted any Equity Shares thus the paid up Equity Share Capitalof the Company remains the same. Also the Company has not issued shares with differentialvoting rights and sweat equity shares.
Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on public deposits was outstanding as on the date of thebalance sheet.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES
During the FY 2015-16 Chitta Finlease Private Limited has become subsidiary of theCompany. There are no associate companies or joint venture companies within the meaning ofsection 2(6) of the Companies Act 2013.
The consolidated financial statements of the Company and its subsidiaries prepared inaccordance with applicable accounting standards issued by the Institute of CharteredAccountants of India forms part of this Annual Report. In terms of section 136 of theCompanies Act 2013 financial statements of the subsidiary companies are not required tobe sent to the members of the Company. The Company will provide a copy of separate annualaccounts in respect of each of its subsidiary to any shareholder of the Company if sodesired and said annual accounts will also be kept open for inspection at the RegisteredOffice of the Company.
A statement containing the salient features of the financial statement of thesubsidiaries in prescribed form AOC-1 as Annexure A is attached to theFinancial Statements.
The Company has formulated a policy for determining material subsidiariesand such policy is disclosed on Companys website.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Pursuant to section 186 of the Companies Act 2013 and Schedule V of the ListingRegulations details of Loans to subsidiaries are given at note no. 20 (3) in theFinancial Statements. No Loans /guarantees have been provided to Related Parties otherthan subsidiaries Joint Ventures LLPs or associate Companies referred to in note no. 20(3). Loans to other body corporate given by the Company are in the ordinary course ofBusiness and on arms length basis.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In Compliance with provisions of section 152 of the Companies Act 2013 Mr. DevendraKhandelwal (DIN: 07460858) Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
Mr. Rajesh Kumar Mundra (DIN: 01797146) resigned as Director of the Company witheffect from February 12 2016 in view of his other professional commitments. The Companyplaces on record its appreciation and gratitude for the valuable contributions made by Mr.Mundra during his tenure as a member of the Board of Directors.
Ms. Hemlata Thanvi (DIN: 07196414) was appointed as Additional Director of the Companyon May 27 2015. Further resignation letter received from Hemlata Thanvi was noted in themeeting of Board of Directors held on February 12 2016 effective from February 5 2016.
Mr. Devendra Khandelwal (DIN: 07460858) and Ms. Mayuri Jain (DIN: 07434615) wereappointed as Additional Directors of the Company on February 12 2016 and hold the saidoffice till the date of the ensuing Annual General Meeting. The Company has receivednotices under section 160 from members along with the requisite deposit signifying theirintention to propose re-appointment. Accordingly necessary resolutions are being placedfor approval of the members at the forthcoming Annual General Meeting of the Company.
Ms. Hemlata Thanvi resigned as Company Secretary on November 30 2015.
Pursuant to the recommendation of Board and Nomination and Remuneration Committee Ms.Mayuri Jain was appointed as Company Secretary on February 12 2016.
The brief resume of the Directors seeking appointment and re-appointment has beendetailed in the Notice and Corporate Governance Report.
DECLARATIONS BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.
DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
Number of Meetings of the Board of Directors
During the year four (4) Board meetings were convened and held details of which aregiven in the Report on Corporate Governance forming part of the Annual Report. TheDirectors actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time.
Additionally during the financial year ended March 31 2016 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013 Clause 49(II)(B)(6) of Listing Agreement and Regulation 25(3) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "Listing Regulations"). Forfurther details of the meetings of the Board please refer to the Corporate GovernanceReport which forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2016 the Board ofDirectors hereby confirms that:
1. in the preparation of the annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
2. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on March 31 2016 and of theprofits of the Company for the year ended on that date;
3. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. the annual Accounts of the Company have been prepared on a going concern basis;
5. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
6. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
An Audit Committee is in existence in accordance with the provisions of section 177 ofthe Companies Act 2013 and the Listing Regulations. Further details on the AuditCommittee are provided in the Report on Corporate Governance forming part of the AnnualReport.
NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance with theprovisions of subsection (3) of section 178 and the Listing Regulations. Further detailson the Nomination and Remuneration Committee are provided in the Report on CorporateGovernance forming part of the Annual Report.
OTHER BOARD COMMITTEES
For details of other Board committees viz. Stakeholders Relationship Committeeand others kindly refer to the section on Corporate Governance.
ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard is required to monitor and review the Board evaluation framework. The Evaluationprocess provides the manner in which the performance of Directors as a collective body inthe form of Board Committees and the Board functions and performs. The overall performanceof the Board was satisfactory.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and othermatters provided in section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism which includes Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behavior actual or suspected fraud or violationof the Companys Code of Conduct & Ethics. The details of establishment of VigilMechanism/ Whistle Blower policy are posted on the website of the Company and the weblinkto the same is http://www.niveditaindia.com.
CORPORATE SOCIAL RESPONSIBILITY
The Company has been in endure to comply with the provisions of Section 135 of theCompanies Act 2013 as a corporate citizen is looks forward to create value and growthin the society and in the community in which it operates through its services conductand programs. The Company in view of its philosophy is in process of partnering withagencies to carry out its CSR activities. However the Company did not find enoughprojects to spend the amount prescribed for CSR.
The Companys management systems organizational structures processes standardscode of conduct and behaviors together form the system that governs how the Group conductsthe business of the Company and manages associated risks.
The approach is based on a clear understanding of the variety of risks that theorganisation faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.
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 business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large and consequently no particulars in formAOC-2 have been furnished.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Companys website athttp://www.niveditaindia.com.
Disclosure on related party transactions is provided in notes to financial statementsas note no. 20(3).
PARTICULARS OF EMPLOYEES
The information as required under the provisions of section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are set out in MGT 9 attached hereto which forms part of thisreport.
During the F.Y.15-16 there were no persons employed for a part of the financial yearwho were in receipt of remuneration of not less than Rs. 5 lakhs p.m.
However in accordance with the provisions contained in the proviso to section 136(1)of the Companies Act 2013 the particulars relating to other employees of the Company arenot being sent as a part of this Annual Report. Any Member interested in obtaining a copyof the same may write to the Company Secretary at the registered office of the Company.
DISCLOSURES UNDER SECTION 134(3) (L) OF THE COMPANIES ACT 2013
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Companys financial position have occurred between the end of thefinancial year of the Company and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Companys operations in future.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The internal financial controls with reference to the financial statements wereadequate and operating effectively.
a) STATUTORY AUDIT
In compliance with provisions of section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s Bagaria & Co. LLP CharteredAccountants (Firm Registration No. 113447W/W-100019) were appointed as statutory auditorsof the Company from the conclusion of twenty ninth annual general meeting (AGM) held onSeptember 22 2014 till the conclusion of the thirty fourth AGM to be held in the year2019 subject to ratification by the members at each annual general meeting.The Companyhas received a certificate from the said Auditors that they are eligible to hold office asthe Auditors of the Company and are not disqualified for being so appointed.
The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by Statutory Auditor.
b) SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act 2013 and rules madethereunder the Company has reappointed Veeraraghavan N. (Membership No. A 6911) CompanySecretary in Practice to undertake the Secretarial Audit of the Company. Secretarial AuditReport for the financial year 2015-16 issued by him in the prescribed form MR-3 is annexedas Annexure B to this Report. In respect of the observation made by theauditor in the report Directors would like to state that the Company is in process ofappointing CFO and Whole Time Director of the Company.
Other disclosures as per provisions of section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure C.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the nature of activities the Company is engaged into the Company is notrequired to furnish information as required under the provisions of section 134(3) (m) ofthe Companies Act 2013 read with the rule 8(3) of the Companies (Accounts) Rules 2014 inrespect of conservation of energy and technology absorption.
Foreign Exchange Earnings and Outgo are as follows:
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2014
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. YourCompany has a policy and framework for employees to report sexual harassment cases atworkplace and the process ensures complete anonymity and confidentiality of information.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS
All documents including the Notice and Annual Report shall be sent through electronictransmission in respect of members whose email IDs are registered in their demat accountor are otherwise provided by the members. A member shall be entitled to request forphysical copy of any such documents.
Pursuant to SEBI Listing Regulations 2015 a separate report of the Board of Directorsof the Company on Corporate Governance is included in the Annual Report and theCertificate from the Statutory Auditors regarding compliance of conditions of corporategovernance is annexed to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required by the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has been separately furnishedin the Annual Report and forms a part of the Annual Report.
Your Directors would like to express their sincere appreciation and gratitude for theco-operation and assistance from its shareholders bankers regulatory bodies and otherbusiness constituents.
Your Directors also wish to place on record their deep sense of appreciation for thecontribution and commitment made by the employees.