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Shree Nidhi Trading Company Ltd.

BSE: 540253 Sector: Financials
NSE: N.A. ISIN Code: INE066E01015
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P/E
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Buy Price 0.00
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OPEN 20.45
CLOSE 21.50
VOLUME 1
52-Week high 31.35
52-Week low 12.50
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.45
Sell Qty 799.00

Shree Nidhi Trading Company Ltd. (SHREENIDHITRAD) - Director Report

Company director report

Dear Members

The Directors have pleasure in presenting the 34 Annual Report of the Company togetherwith Audited Accounts for the year ended March 31 2016.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year ended31 March 2016 as compared to the previous financial year are as under:-

(in Rs.)
Particulars Standalone Consolidated
2015-16 2014-15 2015-16 2014-15
Total Revenue 4418964 56724730 4418964 56724730
(Less):Total Expenditure (3919078) (55744325) (4343173) (55787897)
Profit before Exceptional & Extraordinary
Items 499886 980405 75791 936833
Add/(Less): Exceptional Items - - - -
Add/(Less): Extraordinary Items (Profit on sale of Fixed Assets) - 497 - 497
Profit/(Loss) Before Tax 499886 980902 75791 937330
(Less): Provision for Current Tax (156000) (305000) (156000) (305000)
Add/(Less):Provision for Deferred Tax - 635 - 635
Add/(Less): Contingent Provision for
Standard Asset 11691 (13302) 11961 (13302)
Add/(Less): Current Tax Expense relating to prior year 9570 (15811) 9570 (15811)
Net Profit/(Loss) after Tax 365147 647424 (58948) 603852
(Less): Transfer to Statutory Reserve (73029) (138180) (73029) (135180)
Add/(Less): Brought forward from previous year 1210406 698162 1077194 608522
Balance carried to Balance Sheet 1502524 1210406 945217 1077194

2. Dividend

In order to conserve the resources of the Company and considering the business plan ofthe Company the Board of Directors do not recommend any dividend on the Equity Shares ofthe Company for the Financial Year ended March 31 2016.

3. The amount proposed to be carried to reserves

The detail of the amounts apportioned to the reserves has been provided under thecategory "Financial Summary or Highlights" in this DirectorsReport.

4. Change in Share Capital

During the year under review there has been no change in the Authorised or Paid-upShare Capital. The Authorised Share Capital of the Company stands at Rs. 80000000/-divided into 8000000 Equity Shares of

Rs. 10 each. The Paid-up Share Capital of the Company is Rs. 77937000divided into 7793700 Equity Shares of Rs. 10/- each.

5. Performance

(a) Annual Consolidated Results

The Directors have pleasure in attaching the Consolidated Financial Statements pursuantto section 129(3) of the Companies Act 2013 (hereinafter referred to as "theAct") read with the Rule 6 of the Companies (Accounts) Rules 2014 and SEBIListing Regulations and prepared in accordance with the Accounting Standards prescribed bythe Institute of Chartered Accountants of India in this regard. It mandates every Companyhaving subsidiary (including associate Company and joint venture) to prepare ConsolidatedFinancial Statements. Accordingly the audited consolidated financial statement isprovided in the Annual Report and is also displayed on the Company's Websitewww.shreenidhitrading.com .

The total income of the Company during the Financial Year 2015-16 on a consolidatedbasis was reduce to Rs. 4418964/- as compared to Rs. 56724730/- for theprevious financial year. The total expenses for the year reduced to Rs. 4343173/- ascompared to Rs. 55787897/- in previous year. In view of the same Rs. 75791 profitbefore tax was recorded by the Company in the reporting year.

(b) Performance and financial position of the subsidiaries and associates Companies.

Pursuant to Rule 5(1) of the Companies (Accounts) Rules 2014 the performance andfinancial position of the subsidiaries companies for the financial year ended March 312016 has been described by portraying the salient features of the financial statements ofthe subsidiaries in Form AOC-1 which is appended to the Directors' Report in Annexure-1.

Further in terms of Section 136 of the Act read with the Rules framed thereunder theaudited financial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of the subsidiaries are displayedon the website of the Company www.shreenidhitrading.com and shall be available forinspection during business hours on working days at the Company's Registered Officeat Kolkata. Any Member interested in obtaining such information may write to the Mr.Tanumay Laha Managing Director of the Company at the Registered Office and the same willbe furnished on request. Alternatively the request may also be e-mailed at the Id:shreenidhico@yahoo.com.

At the beginning of the Financial Year under review the Company had 14 subsidiariesand no associate Companies. As on March 31 2016 the Company has 14 subsidiaries and noassociate Companies.

(i) The names of subsidiaries as on March 31 2016 is as follows:

a) SNCL Iron And Steel Limited
b) SNCL Marketing Limited
c) SNCL Paper Trading Limited
d) SNCL Real Estate Limited
e) SNCL Properties Limited
f) SNCL Projects Limited
g) Sunwhite Builders Limited
h) Sunwhite Constructions Limited
i) Sunwhite Consultants Limited
j) Sunwhite Homes Limited
k) Sunwhite Housing Limited
l) Sunwhite Projects Limited
m) Sunwhite Real Estates Limited
n) Sunwhite Properties Limited

(ii) In terms of Rule 8(5)(iv) of the Companies (Accounts) Rules 2014 the disclosureon subsidiaries companies is made hereunder :

? The names of companies which have become its subsidiaries.

There was no such instance during the Financial Year under review.

? The names of companies which have ceased to be its subsidiaries.

There was no such instance during the Financial Year under review.

(c) Standalone Results

The total income of the Company during the Financial Year 2015-16 on a standalone basiswas Rs. 4418964/- as compared to Rs. 56724730/- for the previous financialyear. The total expenses for the year reduced to Rs. 3919078/- as compared to Rs.55744325/- in previous year. In view of the same Rs. 499886 profit before tax wasrecorded by the Company in the reporting year.

6. Accounting Standards Followed By The Company

The Financial Statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and the relevant provisions of the Act and the Guidelinesprescribed by the RBI as applicable.

7. Listing

The equity shares continue to be listed on the Calcutta Stock Exchange Limited. Thecompany has applied to BSE Ltd. for Direct Listing of its Equity Shares.

8. Corporate Governance Report

Your Company is in compliance with the Corporate Governance guidelines as laid out inthe Listing Agreement/Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI Listing Regulations). All the Directorsand the Senior Management personnel have affirmed in writing their compliance with andadherence to the Code of Conduct adopted by the Company.

The Statutory Auditors of the Company have examined the requirements of CorporateGovernance with reference to SEBI Listing Regulations and have certified the complianceas required under SEBI Listing Regulations. The Certificate in this regard is attached tothis Report.

9. Extract of the Annual Return

The Extract of the Annual Return as on the financial year ended on March 31 2016 inForm MGT-9 pursuant to section 92(3) of the Companies Act 2013 (hereinafter referred toas the "Act") and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 is attached to the Directors' Report in

Annexure-2.

10. Number of Meetings of the Board

The Board of Directors of the Company met eight (8) times during the Financial Yearunder review i.e. on: 30/04/2015 14/05/2015 28/05/2015 19/06/2015 13/08/201514/11/201508/02/2016 and 30/03/2016.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Companies Act 2013 and sub-regulation 3 of Regulation 25 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.(hereinafter referred to as "the Listing Regulations") washeld on 30/03/2016.

The Meetings were held in accordance with the provisions of the Act and the ListingRegulations 2015.

The details of the Meetings of the Board of Directors during the Financial Year 2015-16is encompassed in the Corporate Governance Report which is annexed to the said Report.

11. Disclosure pursuant to Section 177(8) of the Companies Act 2013-Composition of theAudit

Committee.

The Audit Committee of the Company comprises of three non-executive independentdirector and one non-executive independent director as on March 31 2016.The Committee ischaired by a non-executive Independent Director Mr. Arun Kumar Khemka (DIN- 00428276).

The details of the same are morefully provided in the Corporate Governance Report.

During the Financial Year under review the Committee met five (5) times and all suchmeetings were held in accordance with the provisions of the Act Clause 49 of theerstwhile Listing Agreement and the Listing Regulations.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2015-16.

12. Composition of the Nomination and Remuneration Committee

In terms of Section 178(1) of the Companies Act 2013 and Regulation 19 of ListingRegulations the Nomination and Remuneration Committee should comprise of at least threeDirectors; all of whom should be Non-Executive Directors. The Committee of theCompany comprises of two non-executive independent directors and one non-executiveindependent woman director as on March 31 2016.

The details of the Committee are provided in the Corporate Governance Report.

13. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of three non-executive IndependentDirector.

The details of the Committee are provided in the Corporate Governance Report.

14. Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Actthe Board of Directors to the best of their knowledge and ability confirm that:

I. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

II. they have selected such accounting policies 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 at the end of the financial year and of the profitof the Company for that period;

III. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

IV. they have prepared the annual accounts on a going concern basis;

V. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

VI. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

15. Declaration by the Independent Directors

Section 149(7) of the Act requires every independent director to give a declarationthat he/she meets the criteria of Independence at the first Board Meeting of everyfinancial year.

Accordingly the Company has taken on record the Statement of Declaration ofIndependence as submitted by all the Independent Directors.

16. Policy on Directors' Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and Clause 49 of the erstwhile Listing Agreement the Nomination andRemuneration Committee has formulated the criteria for determining qualificationspositive attributes and independence of a director and has further formulated a policyrelating to the remuneration for directors key managerial personnel and other employeeswhich has been duly approved by the Board of Directors.

While formulating the Policy the Nomination and Remuneration Committee has assuredthat:

a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

b. The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and

c. The remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The details of the same have been provided in the Corporate Governance Report for theFinancial Year 2015-16.The shareholders may also visit the Company'swebsite viz; www.shreenidhitrading.com for the detailed Nomination andRemuneration Policy of the Company on Directors appointment and remuneration.

The Nomination and Remuneration Policy is reproduced in Annexure-3.

17. Auditors & Auditors' report

A. Statutory Auditors

The appointment of M/s. Pachisia & Associates Chartered Accountants (FirmRegistration No. 327542E) of 454 Dumdum Park Kolkata 700 055 is subjectto ratification by the members at the ensuing Annual General Meeting.

In this connection M/s. Pachisia & Associates have confirmed their eligibility tothe effect that their appointment if made would be within the prescribed limits underthe Act and that they are not disqualified for appointment.

Based on the recommendation of the Audit Committee the Board of Directors recommendstheir ratification to the shareholders.

B. Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverseremarks or qualification.

C. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMr. Rohit Singhi (C.P. No. 16021 Membership No.A43484) Company Secretary in whole-timePractice to undertake the Secretarial Audit of the Company for Financial Year 2015-16.

D. Secretarial Audit Report

The Secretarial Audit Report is attached to the Directors' Report in Annexure-4. TheReport of the Secretarial Audit Report does not contain any adverse remark save and exceptthe followings:-

There was a delay in filing of DIR-12 regarding resignation of Directors &appointment of Chief Financial officer.

18. Particulars of Loans guarantees or investments under section 186.

The provisions of Section 186 of the Act pertaining to granting of loans to any personor body corporate and giving of guarantees or providing security in connection with a loanto any other body corporate or persons are not applicable to the Company since it is aNon Banking Financial Company registered with Reserve Bank of India. Therefore theCompany is not required to provide any disclosure pursuant to Section 134(3)(g) of theAct.

19. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section

188 in the prescribed form.

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business. The Company has adhered to its "Policy on Related PartyTransactions and Materiality of Related Party Transactions" while persuing allRelated Party transactions.

During the year under review the Company has not entered into material related partytransaction as defined in Clause 49 of the erstwhile Listing Agreement and/or section 188of the Companies Act 2013 and/or Regulation 23 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. A Statementcontaining the details of material contracts or arrangements or transactions with RelatedParties on an arm's length basis with respect to transactions as required underSection 188(1) of the Act in the prescribed Form No. AOC-2 is attached with Director'sReport as Annexure-5.

Further details of Related Party Transactions as required to be disclosed byAccounting Standard 18 on

"Related Party Disclosures" specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 are given in the Notes to theFinancial Statements.

20. State of Company Affairs & Future Outlook

The Company a Non-Banking Financial (Non-Deposit Accepting or Holding) Company doesnot have any public deposits as on March 31 2016.

During the Financial year under review the Company has recorded a total income ofRs.4418964/- for the current financial year as compared to Rs. 56724730/- for theprevious financial year. The Profit After Tax on a standalone basis amounted to Rs.365147/- as against Rs. 647424/- in the previous year.

The core financial activities of the Company comprises of providing of business loan tocorporate and individuals and investment in securities of many body corporate.

21. Material Changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

No Material Changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors' Report.

22. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014 regardingConservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo.

In terms of Section 134 (3) (m) of the Act read with the Rules made there under theCompany has no activity relating to Conservation of Energy Technology Absorption. Thereis no Foreign Exchange Earning and Outgo during the financial year.

Therefore the Company is not required to make any disclosure as specified in Section134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014.

23. Risk Management Policy

In terms of Clause 49 of the erstwhile Listing Agreement and in compliance withSection 134(3)(n) of the Act the Company has a Risk Management Policy which provides forthe identification therein of elements of risk which in the opinion of the Board maythreaten the existence of the Company.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory. The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a pro-active approach in reportingevaluating and resolving risks associated with the business.

Further in terms of Regulation 17(9)(b) of Listing Regulations and Clause(49)(I)(D)(2)(a) of the erstwhile Listing Agreement the Board of Directors is responsiblefor framing implementing and monitoring the Risk Management Plan of the Company and hashave delegated the power of monitoring and reviewing of the risk management plan to theRisk Management Committee.

24. Policy on Corporate Social Responsibility (CSR) Initiatives

Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore the Company is not required to make any disclosure as specified in Section134(3)(o) of the Act.

25. Manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors.

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations and the erstwhile Listing Agreement the disclosureregarding the manner of formal annual evaluation by the Board of its own performance andthat of its various committees and individual directors is provided hereto:

a. Evaluation Criteria

In terms of the requirements of the Act and Listing Regulations the Board carried outthe annual performance evaluation of the Board as a whole Board Committees and theDirectors.

The Nomination & Remuneration Committee also identifies persons qualified to becomedirectors and who may be appointed in senior management in accordance with the criterialaid down and recommends to the Board their appointment and removal and carries out theevaluation of every director's performance in accordance with Section 178(2) of theAct read with the Rules framed thereunder and Part D of Schedule II of the ListingRegulations.

Further pursuant to Clause 49(IV)(B)(1) of the erstwhile Listing Agreement theNomination and Remuneration Committee has formulated criteria for determiningqualifications positive attributes and independence of a director and recommended to theBoard a policy relating to the remuneration of the directors key managerial personneland other employees. The details of the same are morefully described in the CorporateGovernance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity as provided in Clause 49(IV)(B)(3) of the erstwhile Listing Agreement.

b. Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany carries out the performance evaluation of the individual directors.

c. Board of Directors

A separate meeting of the Independent Directors of the Company was held on 30/03/2016pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the ListingRegulations for transacting the following businesses as set forth in the Agenda:

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company taking into account the viewsof the executive directors and non-executive directors.

3. Assessment of the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by theNomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all thenon-independent Directors and the Chairman.

d. Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.

On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the independent directors is beingconsidered.

e. Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees based onthe Company's Performance Evaluation Policy.

26. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct read with Rules made thereunder and Clause 49(IV)(B) of the erstwhile ListingAgreement.

27. Change in the nature business:

There has been no change in the nature of business of the Company in the Financial Yearunder review.

28. Directors & Key Managerial Personnel

a. Non-Executive & Executive Directors - Non-independent.

Mr. Tanumay Laha (DIN-01731277) being Executive Director of the Company retires atthe ensuing Annual General Meeting and being eligible offers himself for re-appointmentas the Managing Director without any variation in the terms of his appointment.

Pursuant to Section 149 of the Act read with the Rules made thereunder the IndependentDirectors shall hold office for a period of up to 5 consecutive years and shall not beliable to retire by rotation.

In this connection all the Independent Directors of the Company viz: Mr. Arun KumarKhemka Mr. Shibashis Mukherjee Mr. Rajesh Kurmi and Mr. Rakesh Kumar Agarwal wereappointed for a term of five consecutive years commencing from the conclusion of 32ndAnnual General Meeting of the Company keeping in view their educational / professionalqualifications working experience expertise in line with Company's businesspositive attributes already being on the Board of the Company and benefits that theCompany will derive with their appointment.

b. Independent Directors.

Pursuant to Section 149 of the Act read with the Rules made thereunder the IndependentDirectors shall hold office for a period of up to 5 consecutive years and shall not beliable to retire by rotation.

In this connection all the Independent Directors of the Company viz: Mr. Arun KumarKhemka Mr. Shibashis Mukherjee Mr. Rajesh Kurmi and Mr. Rakesh Kumar Agarwal wereappointed for a term of five

nd

consecutive years commencing from the conclusion of 32 Annual General Meeting of theCompany and Mrs. Jyoti Lohia (DIN-07113757) was appointed as a non-retiring IndependentDirector of the Company to

rd th

hold office for a period of five consecutive years from the conclusion of the 33 AGMtill the conclusion of 38 Annual General Meeting or till such earlier date to conform withthe policy on retirement keeping in view their educational / professional qualificationsworking experience expertise in line with Company's business positive attributesalready being on the Board of the Company and benefits that the Company will derive withtheir appointment.

c. Chief Financial Officer.

Mr. Avik Gupta was appointed as the Chief Financial Officer of the Company with effectfrom May 28 2015.

d. Company Secretary.

Mr. Raj Kishor Chourasia was appointed as the Company Secretary of the Company witheffect from July 1 2015.

29. Details relating to deposits covered under Chapter V of the Act:

The Company has not accepted any deposits during the financial year under review. Nopublic deposits are outstanding or held by the Company as on March 31 2016.

30. Details of deposits which are not in compliance with the requirements of Chapter Vof the Act.

Since the Company has neither accepted any deposits during the financial year underreview nor has any outstanding deposits as on 31st March 2016 therefore there are nodisclosures as specified in Rule 8(5)(vi) of the Companies (Accounts) Rules 2014 fornon-compliance with the requirements of Chapter V of the Act.

31. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations:

There were no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations in the concernedfinancial year.

32. Details in respect of adequacy of internal financial controls with reference to theFinancial

Statements.

The Company has a proper and adequate internal control system to ensure that all theassets of the Company are safeguarded and protected against any loss and that all thetransactions are properly authorised and recorded. Information provided to management isreliable and timely and statutory obligations are adhered to. Details of the same areprovided in the Management Discussion and Analysis Report attached to this Report.

The Company has an established Internal Financial Control ramework including internalcontrols over financial reporting. The framework is reviewed regularly by the managementand tested by internal audit team and presented to the Audit Committee

In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following:

a. Transactions are executed in accordance with the management's general orspecific authorization;

b. All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any

c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition

Thus the audit committee ensures that there is a direct relationship between theCompany's objectives and the internal financial controls it implements to providereasonable assurance about their achievement. Suggestions for improvement are consideredand the audit committee follows up on corrective action. The audit committee also meetsstatutory auditors of the company to ascertain inter alia their views on the adequacy ofinternal control systems and keeps the board of directors informed of its majorobservations periodically.

th

A reference is made in this connection to the CEO & CFO Certificate dated 30 May2016.

33. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial

Personnel) Rules 2014 :

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

Further Various disclosures pursuant to the section 197 read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedherein below:

In computing the various parameters Gross Salary has been considered. Gross Salary ofthe employees primarily encompasses Salary allowances and perquisites.

I. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration
Mr. Tanumay Laha
-Executive Non-Independent Managing Director 0.69
Mr. Rajesh Kurmi-Non
-Executive Independent Director - No remuneration or sitting fees was paid
Mr. Arun Kumar Khemka
-Non Executive Non-Independent Director - No remuneration or sitting fees was paid
Mr. Shibashis Mukherjee
- Non Executive Independent Director - No remuneration or sitting fees was paid
Mr. Rakesh Kumar Agarwal
-Non-Executive Independent Director - No remuneration or sitting fees was paid
Mrs. Jyoti Lohia
- Non-Executive Independent Director - No remuneration or sitting fees was paid

II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief

Executive Officer Company Secretary or Manager if any in the financial year.

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Mr. Tanumay Laha
-Executive Non-Independent Managing Director - No Increase in remuneration
Mr. Rajesh Kurmi
-Non-Executive Independent Director - No remuneration or sitting fees was paid
Mr. Arun Kumar Khemka
-Non Executive Non-Independent Director - No remuneration or sitting fees was paid
Mr. Shibashis Mukherjee
- Non Executive Independent Director - No remuneration or sitting fees was paid
Mr. Rakesh Kumar Agarwal
-Non-Executive Independent Director - No remuneration or sitting fees was paid
Mrs. Jyoti Lohia
- Non-Executive Independent Director - No remuneration or sitting fees was paid
Mr. Avik Gupta Since this information is for part of the year the
-Chief Financial Officer w.e.f. 28/05/2015 same is not comparable.
Raj Kishor Chourasia Since this information is for part of the year the
-Company Secretary w.e.f. 01/07/2015 same is not comparable.

III. The percentage increase in the median remuneration of the employees in thefinancial year.

Since there was no median remuneration in F.Y. 2014-15 the Company is not required toprovide the aforesaid disclosure.

IV. The number of permanent employees on the rolls of the company.

As on March 31 2016 there are 11 Employees on the rolls of the Company.

V. The explanation on the relationship between average increase in remuneration andcompany performance.

In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance apart from an individual's performance.

VI. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.

Comparitive Parameter Amount (in Rs.)
Aggregate remuneration of Key Managerial Personnel
(KMP) in the Financial Year 2015-16. 283500
Total Revenue 4418964
Remuneration of KMP's as a percentage of Total Revenue 6.42%
Profit before tax 499886
Remuneration of KMP's as a percentage of Profit before Tax 56.71%
Profit after tax 365147
Remuneration of KMP's as a percentage of Profit after Tax 77.64%

VII. Variations in :

A. The market capitalisation of the Company price earnings ratio as at the closingdate of the current financial year and previous financial year

st st
Particulars 31 March 2016 31 March 2015 % Change
Market Capitalisation Rs.1246212630 Rs.1246212630 0.00
(Equity Shares are not traded in CSE Platform. Thus Market Cap. is calculated on the basis of the last traded price) (Equity Shares are not traded in CSE Platform. Thus Market Cap. is calculated on the basis of the last traded price)
Price Earnings Ratio 15990 15990 0.00

B. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the Company came out with the last public offer

Particulars 31March 2016 (IPO) % Change
Market Price 0.00 The Company has not made any Public Issue or Rights issue of securities in the last 15 years so comparison have not been made offer price. 0.00

VIII. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof.

There were no exceptional circumstances or increase for managerial personnel in thelast financial year. The percentile increase process and policy was same for themanagerial personnel and all the other employees.

IX. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company.

(in Rs.)
Comparative Parameter Tanumay Laha Managing Director Raj Kishor Chourasia Company Secretary Avik Gupta Chief Financial Officer
Aggregate remuneration of Key 96000 112500 75000
Managerial Personnel (KMP) in the
Financial Year 2015-16.
Total Revenue 4418964 4418964 4418964
Remuneration of KMP's as a percentage of Total Revenue 2.17% 2.55% 1.70%
Profit before tax 499886 499886 499886
Remuneration of KMP's as a percentage of Profit before Tax 19.20% 22.51% 15.00%
Profit after tax 365147 365147 365147
Remuneration of KMP's as a percentage of Profit after Tax 26.29% 30.81% 20.54%

X. The key parameters for any variable component of remuneration availed by thedirectors.

Any variable component of remuneration payable to the Directors is based on theparameters as approved by the Board of Directors on the basis of the recommendation ofthe Nomination and Remuneration Committee. The said parameters are set considering theprovisions of applicable regulations and Nomination & remuneration Policy of theCompany.

The same shall also depend upon various factors including: their grade industry benchmark overall business performance.

XI. 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.

The following employee remuneration is more than that of the highest paid director forthe Financial Year under review

Name of the Employees Ratio of the remuneration of the highest paid director to that of the employees
Raj Kishor Chourasia 1.17

XII. Affirmation that the remuneration is as per the remuneration policy of thecompany.

The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

34. Vigil Mechanism/Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enablestakeholders (including Directors and employees) to report unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct. The Policy providesadequate safeguards against victimisation of Director(s)/ employee(s) and direct access tothe Chairman of the Audit Committee in exceptional cases. The Protected Disclosures ifany reported under this Policy will be appropriately and expeditiously investigated by theChairman.

The Company hereby affirms that no Director/ employee have been denied access to theChairman and that no complaints were received during the year. The Whistle Blower Policyhas been disclosed on the Company's website

35. Insider Trading

The Company has put in place a Code of Conduct for Prevention of Insider Trading basedon SEBI (Prohibition of Insider Trading) Regulations 1992. This code was applicable uponall Directors and select employees. The code ensured prevention of dealing in shares bypersons having access to unpublished price sensitive information.

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The aforesaid Code was effective till 14 May 2015 & thereafter repealed with thefollowing Codes

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pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015 and effectivefrom 15 May 2015:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive

Information.

b. Code of Conduct to Regulate Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

36. Transfer of amount to Investor Education and Protection Fund (IEPF)

There is no amount pending for transfer to the Investor Education and Protection Fundin accordance to the provisions of Section 205A(5) and 205C of the erstwhile CompaniesAct 1956.

37. Prudential Norms for NBFC'S

The Company has complied with the Non-Systemically Important Non- Banking Financial(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions2015 (as may be amended from time to time) issued to Non Banking Financial Companies("NBFCs") relating to accounting standards prudential norms for incomerecognition provisioning and capital adequacy as also the applicablecirculars/guidelines/notifications issued by the RBI to NBFCs.

38. Green Initiative

To support the ‘Green Initiative' in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with M/s. Niche Technologies PrivateLtd. if shares are held in physical mode or with their DP if the holding is inelectronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual

General Meeting are sent in the permitted mode. Members requiring physical copies cansend their request to Mr. Tanumay Laha Executive Non-independent Managing Director (DIN:01731277).

Pursuant to Section 108 of the Act read with the Rules 20 of the Company's (Managementand Administration) Rules 2014 and the applicable provision(s) of the Listing Regulationsthe Company is providing e-voting facility to all the members to enable them to cast theirvotes electronically on all the resolutions set forth in the Notice.

39. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand

Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Rules 2013.

The Company believes in creating a safe environment for the employees which is freefrom any discrimination. The rights to work with dignity are universally recognised humanrights by international conventions and instruments such as Convention on the Eliminationof all Forms of Discrimination against Women.

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted an Internal Complaints Committee to look into the matters relating to sexualharassment at workplace.

Mrs. Jyoti Lohia (DIN- 07113757) non-executive independent woman Director is thePresiding Officer of the Committee. In the event of any sexual harassment at workplaceany woman employee of the Company may lodge complaint to Mrs. Jyoti Lohia (DIN- 07113757)in writing or electronically through e-mail at: shreenidhico@yahoo.com

During the year under review there were no cases received/filed pursuant to theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

40. Management's Discussion and Analysis

In accordance with the listing requirement the Management's Discussion and Analysis ispresented in a separate section and forms part of this Report.

41. Acknowledgement

The Directors would like to place on record their gratitude for the valuable guidanceand support received from the RBI Securities and Exchange Board of India Registrar ofCompanies and from other government and regulatory agencies and to convey theirappreciation to the company. They look forward to the continued support of all thestakeholders in the future and appreciate and value the contribution made by every memberof the Company.

The Directors also wish to thank all the employees for their contribution support andcontinued commitment throughout the year.

Place : Kolkata On Behalf of the Board of Directors
Dated : 30.05.2016 For Shree Nidhi Trading Co. Limited
Arun Kumar Khemka
Chairman
DIN - 00428276