Nivedita Mercantile & Financing Limited
Your Directors have the pleasure in presenting the 32nd Annual Report of theCompany on the business and operations of the Company together with the Audited Statementof Accounts for the year ended 31st March 2017.
The Company's performance during the financial year ended 31st March 2017 as comparedto the previous financial year is summarised below:
(Rs. in Lakh except as stated)
|Particulars ||Standalone ||Consolidated |
| ||For the year ended on 31.03.2017 ||For the year ended on 31.03.2016 ||For the year ended on 31.03.2017 ||For the year ended on 31.03.2016 |
|Revenue from operations ||2060.02 ||2146.92 ||2059.85 ||2146.84 |
|Other Income ||116.97 ||40.47 ||116.97 ||40.69 |
|Total Revenue ||2176.99 ||2187.39 ||2176.82 ||2187.53 |
|Total Expenditure ||1900.75 ||1541.97 ||1906.36 ||1543.57 |
|Profit before tax (PBT) ||276.24 ||645.42 ||270.46 ||643.96 |
|Less: Income Tax Provision || || || || |
|Current Tax ||36.53 ||70.36 ||36.53 ||70.36 |
|Excess/(Short)provision for tax ||- ||2.63 ||- ||2.64 |
|Deferred Tax ||- ||- ||- ||(0.44) |
|Profit before minority interest ||239.71 ||572.43 ||233.93 ||571.42 |
|Less: Minority interest ||- ||- ||- ||(0.16) |
|Profit After Tax ||239.71 ||572.43 ||233.93 ||571.58 |
|Balance brought forward from ||1458.62 ||1060.32 ||1457.89 ||1060.26 |
|previous year || || || || |
|Surplus available for Appropriation ||1698.33 ||1632.75 ||1691.82 ||1631.84 |
|Less: Appropriations || || || || |
|Proposed equity dividend ||- ||49.55 ||- ||49.55 |
|Tax on proposed equity dividend ||- ||10.09 ||- ||10.09 |
|Statutory Reserve Fund ||47.94 ||114.49 ||47.94 ||114.49 |
|Transfer to Capital Reserve ||- ||- ||- ||(0.18) |
|Surplus carried to Balance Sheet ||1650.39 ||1458.62 ||1643.88 ||1457.89 |
During the year under review the consolidated total revenue for the current yearamounted to Rs. 2176.82/-lakhs against Rs. 2187.52/- compared to the previous year. Theprofit after tax stands at Rs. 233.93/- lakhs as compared to Rs. 571.58/- lakhs during theprevious year.
The total revenue earned is Rs. 2176.99/- lakhs compared to previous year's revenue ofRs.2187.39/- lakhs on standalone basis. The profit after tax on standalone basis stands atRs. 239.70/- lakhs as compared to Rs. 572.44/- lakhs during the previous year.
To strengthen the financial position of the Company your Directors do not recommendany dividend for the period under consideration.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to reserves out of the profitsearned during financial year 2016-17.
During the year under review the Company has not allotted any Equity Shares thus thepaid up Equity Share Capital of the Company remains the same i.e. 9910330 equity sharesof Rs. 10/- each. Also the Company has not issued shares with differential voting rightsand sweat equity shares.
Your Company has not accepted any deposits from public within the meaning of theprovisions of the Non-Banking Financial Companies Acceptance of Public Deposits (ReserveBank) Directions 1998 or under Chapter V of the Companies Act 2013.
REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES
The Company has 2 Subsidiaries i.e. V Can Exports Private Limited and Chitta FinleasePrivate Limited. There are no associate companies or joint venture companies within themeaning of section 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' subsidiaries andsuch policy is disclosed on Company's website.
MATTERS RELATING TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
In Compliance with provisions of section 152 of the Companies Act 2013 Ms. MayuriJain (DIN: 07434615) Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for reappointment. Appropriateresolution for her re-appointment is being placed for approval of the members at theensuing AGM.
Mr. Hiten Shah (DIN: 02185059) resigned as Director of the Company with effect fromAugust 12 2016 in view of his other professional commitments. The Company places onrecord its appreciation and gratitude for the valuable contributions made by Mr. Shahduring his tenure as a member of the Board of Directors.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Board has received declarations from the Independent Directors as per therequirement of Section 149(7) of the Companies Act 2013 and the Board is satisfied thatthe Independent Directors meet the criteria of independence as mentioned in 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 2017 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013 and Regulation 25(3) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as "Listing Regulations"). For further details of the meetings of the Boardplease refer to the Corporate Governance Report which forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Act the Directors confirm thatto the best of their knowledge and belief:
1. in the preparation of the annual Accounts the applicable Accounting Standards hadbeen 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 2017 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.
COMMITTEES OF THE BOARD
A) AUDIT COMMITTEE
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.
B) 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.
C) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the provisions of Section 135 of the Companies Act 2013 the Board of Directorshas constituted a Corporate Social Responsibility (CSR) Committee.
The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board.
The CSR Policy may be accessed on the Company's website at the linkhttp://www.niveditaindia.com/codes/ policies.
For details of the composition of the Committee the CSR policy and other relevantdetails that are required to be disclosed under the provisions Section 134(3)(o) of theCompanies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules2014 kindly refer to Annexure B' hereto which forms part of this report.
OTHER BOARD COMMITTEES
For details of other Board committees viz. Stakeholders Relationship Committee andothers 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.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report.
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.16-17 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.
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 behaviour actual or suspected fraud orviolation of the Company's Code of Conduct & Ethics. The details of establishment ofVigil Mechanism/ Whistle Blower policy are posted on the website of the Company and theweb link to the same is http://www.niveditaindia.com.
The Company's management systems organizational structures processes standards codeof conduct and behaviors together form the system that governs how the Group conducts thebusiness 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 onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large and consequently no particulars in form AOC-2 havebeen furnished.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website athttp://www.niveditaindia.com.
Disclosure on related party transactions is provided in notes to financial statementsas note no. 20(3).
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Pursuant to Section 186(11)(a) of the Act read with Rule 11(2) of the Companies(Meetings of Board and its Powers) Rules 2014 the loan made guarantee given or securityprovided in the ordinary course of business by a Non- Banking Financial Company (NBFC)registered with Reserve Bank of India are exempt from the applicability of provisions ofSection 186 of the Act. As such the particulars of loans and guarantee have not beendisclosed in this Report.
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 Company's 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 Company's 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 Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
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.
Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.
Observations of statutory auditors on accounts for the year ended March 31 2017:
There are no qualifications reservations or adverse remarks made by M/s Bagaria &Co. LLP; Chartered Accountants Statutory Auditors of the Company in their report for thefinancial year ended March 31 2017.
Pursuant to provisions of section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit and Compliance Committeeduring the year under review.
b) SECRETARIAL AUDIT
Pursuant to the provisions of section 204 of the Companies Act 2013 and rules madethereunder the Company has re-appointed Veeraraghavan N. (Membership No. A6911) CompanySecretary in Practice to undertake the Secretarial Audit of the Company. Secretarial AuditReport for the financial year 2016-17 issued by him in the prescribed form MR-3 is annexedas Annexure C' 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 of the Company.
In compliance with provisions of Section 148 of the Companies Act 2013 and the rulesmade thereunder and as amended from time to time the requirement of cost audit and themaintenance of the cost records are not applicable to 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 D'.
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:
i) Foreign Exchange Earned: Rs. NIL ii) Foreign Exchange Outflow: Rs. NIL
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.
The report on Corporate Governance and the certificate from the Statutory Auditorsregarding compliance with the conditions of Corporate Governance have been furnished inthe Annual Report and form a part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately furnished in theAnnual 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.
| ||For and on Behalf of the Board of Directors || |
| ||Devendra Khandelwal ||Mayuri Jain |
| ||(DIN: 07460858) ||(DIN: 07434615) |
| ||Director ||Director |
|Mumbai: May 26 2017 || || |