You are here » Home » Companies ยป Company Overview » IndiaNivesh Ltd

IndiaNivesh Ltd.

BSE: 501700 Sector: Financials
NSE: N.A. ISIN Code: INE131H01028
BSE 00:00 | 27 Jan 66.45 1.35
(2.07%)
OPEN

65.10

HIGH

68.25

LOW

61.85

NSE 05:30 | 01 Jan IndiaNivesh Ltd
OPEN 65.10
PREVIOUS CLOSE 65.10
VOLUME 7902
52-Week high 110.00
52-Week low 16.05
P/E 349.74
Mkt Cap.(Rs cr) 251
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 65.10
CLOSE 65.10
VOLUME 7902
52-Week high 110.00
52-Week low 16.05
P/E 349.74
Mkt Cap.(Rs cr) 251
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IndiaNivesh Ltd. (INDIANIVESH) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the Ninety-FirstAnnual Report together with the Audited Statement of Accounts of IndiaNivesh Limited("the Company") for the year ended March 31 2022.

Financial Results

The summarized standalone and consolidated results of your Company are given in thetable below:

(Rs. in ‘00)
Particulars Financial Year ended
Standalone Consolidated
31.03.2022 *31.03.2021 31.03.2022 *31.03.2021
Total Income 285083.31 134541.89 884081.10 1603220.95
Profit/(loss) before Interest Depreciation & Tax (EBITDA) (1677082.52) 984442.33 (1900280.03) (2981326.95)
Finance Charges 981002.83 984852.19 986551.34 1667675.22
Depreciation -- 1613.45 129787.84 364540.20
Provision for Income Tax (including for earlier (368285.73) (6035.05) (394830.64) 316500.06
years)/ Deferred Tax
Net Profit/(Loss) after Tax before Exceptional items (327793.96) 4011.74 (389110.20) (1285144.79)
Net Profit/(Loss) after Tax after Exceptional items (327793.96) 4011.74 (389110.20) (1285144.79)
Share of profit / (Loss) Attributable to Associates -- -- -- 57369.70
Share of profit / (Loss) Attributable to Ceases to subsidiary -- -- -- --
Minority Interest -- -- -- --
Profit/ (Loss) for the period (327793.96) 4011.74 (389110.20) (1227775.09)
Total Comprehensive Income -- -- (549.88) (1475.32)
Profit/(Loss) brought forward from previous year (5821984.55) (5825193.94) (2878872.40) (1188491.75)
Less:- Profit / (Loss) attributable to minority interest - - - -
Profit/(Loss) carried to Balance Sheet (327793.96) 4011.74 (389110.20) (1227775.09)
From this the Directors have transferred to:
Statutory Reserve -- (802.35) -- (802.98)
General Reserve -- -- -- -
Capital Redemption Reserve -- -- -- -
Dividend Paid -- -- -- --
Tax on proposed Dividend -- -- -- --
Reversal Corporate Dividend Tax -- -- -- --
Leaving a balance to be carried forward (6149778.51) (5821984.55) (3267982.61) (2878872.40)

*previous year figures have been regrouped/rearranged wherever necessary.

Results of Operations and state of Company's Affairs

During the year under review the Company earned a total income of Rs. 285.08 lakhs ascompared to Rs. 134.54 lakhs in the previous year. It is majorly on account of increase ininterest income since the Company has increased its lending activities during the year.Further the total expenses during the year under review are Rs. 995.39 lakhs as comparedto Rs. 1011.29 lakhs.

For the F.Y. 2021-2022 your Company has incurred net loss of Rs. 327.79 lakhsvis-a-vis net profit after tax of Rs. 4.01 lakhs in the previous year.

Business Overview/State of the Company's affairs

Our Company is a Non- Banking Finance Company (NBFC) registered with Reserve Bank ofIndia (RBI) engaged in the business of Inter-Corporate Deposits Short Term Financing andBridge Loans acquisition and management of Stressed Assets Investment in shares andsecurities quoted as well as unquoted including the business of providing corporateadvisory and it is also holding investments in its subsidiaries and other Group/AssociateCompanies.

Information on Material changes and commitments occurred after the close of the yeartill date of this report which affects the financial position of the Company

There were no material changes and commitments occurred after the close of the periodended March 31 2022 till date of this report which affects the financial position of theCompany.

Reserves

Considering loss during the year the Company was not required to transfer any amountto statutory reserve fund.

Dividend

In view of the loss incurred during the year the Company has not declared any Dividendfor the F.Y.

2021-22.

Management Discussion and Analysis

As required under regulation 34(2)(e) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Management Discussionand Analysis comprising an financial overview of the results operations / performance andthe future prospects of the Company forms part of the Annual Report.

Share Capital / Finance

During the year the Company has not issued any shares or convertible securities. TheCompany does not have any Scheme for issue of shares including sweat equity to theemployees or Directors of the Company.

As on March 31 2022 the issued subscribed and paid up share capital of your Companystood at Rs.37750000/- comprising 37750000 Equity shares of Re.1/- each.

Consolidated Accounts

The Consolidated Financial Statement of your Company for the financial year 2021-2022are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standards and Listing Regulations. The Consolidated Financial Statements havebeen prepared on the basis of audited financial statements of the Company and itssubsidiaries as approved by their respective Board of Directors.

In accordance with the provisions of Section 136 of the Companies Act 2013 theaudited financial statements of the Company including consolidated financial statementsand related information of the Company and audited accounts of the subsidiaries areavailable on the website of the company.

Internal financial controls

The Company has in place adequate financial controls for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theadequacy and completeness of accounting records and the timely preparation of reliablefinancial information as required under the Companies Act 2013.

The Internal Financial Controls commensurate with the size and nature of business ofthe Company. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed.

The Company has in place adequate financial controls with reference to financialstatements. The Internal financial controls are commensurate with the size and nature ofbusiness of the Company. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

Directors and Key Managerial Personnel

a. Retire by Rotation

Mr. Rajesh Nuwal (DIN: 00009660) Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.

b. Appointment

The Board of Directors vide Circular Resolution dated September 30 2021 haveappointed Mr. Duwarka Pareek as an Additional Director (Non-Executive Non-Independent)and Mrs. Neelam Tater as an Additional Director (Non-Executive Independent) w.e.f.September 30 2021 pursuant to the provisions of Section 161(1) of the Companies Act2013 and the Articles of Association of the Company. They shall hold office up to the dateof the ensuing Annual General Meeting. The Company has received requisite notices inwriting from members proposing Mr. Duwarka Pareek and Mrs. Neelam Tater for appointment asDirectors of the Company.

c. Key Managerial Personnel (KMP)

Ms. Neha Malot was appointed as Company Secretary & Compliance Officer of theCompany w.e.f. February 13 2021. Further she tendered her resignation as CompanySecretary & Compliance w.e.f. June 30 2021 and Ms. Rekha Suthar was appointed asCompany Officer Secretary & Compliance Officer of the Company w.e.f. July 1 2021.

In terms of Section 203 of the Act the Key Managerial Personnel of the Company are Mr.Rajesh Nuwal Managing Director & Chief Financial Officer (CFO) and Ms. Rekha Sutharas Company Secretary & Compliance Officer (Appointed w.e.f. July 1 2021).

Familiarisation Programme for Independent Directors

The Company conducts suitable familiarisation programme for Independent Directors so asto associate themselves with the nature of the industry in which the Company operates andbusiness model of the Company in addition to regular presentations on financial statementsand other relevant data. In addition to the above Directors are periodically advisedabout the changes effected in the Corporate Law Listing Regulations and RBI regulationswith regard to their roles rights and responsibilities as Directors of the Company.

The details of the familiarisation programme have been disclosed and updated from timeto time on the Company's website and its weblink is www.indianivesh.in.

Details of Board meetings

Eleven (11) meetings of the Board of Directors were held during the year the detailsof which are provided in report on Corporate Governance. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.

Directors' Responsibility Statement

Pursuant to Section 134(3) (C) of the Companies Act 2013 your Directors to the bestof their knowledge and belief make following statements that:

(a) In preparation of the annual accounts for the year ended March 31 2022 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected 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 as at March 31 2022 and loss of the Company forthe year ended on that date;

(c) Proper and sufficientcare has been 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;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were in place and that such internal financialcontrols are adequate and were operating effectively; and (f) The systems to ensurecompliance with the provisions of all applicable laws were in place and that such systemswere adequate and operating effectively.

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A detailed Report on CorporateGovernance practices followed by your Company as prescribed by SEBI in Chapter IV readwith Schedule V of Listing Regulations together with a Certificate from M/s. RonakJhuthawat & Co. Practicing Company Secretaries confirming compliance with theconditions of Corporate Governance are provided separately in this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both underSection 149(7) of the Companies Act 2013 and Regulation 16(b) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.Further the Independent Directors of the

Company have registered themselves with Indian Institute of Corporate Affairs forempanelment in the databank of Independent Directors.

Nomination and Remuneration Policy

The Board of the Directors has framed the policy which lays down a framework inrelation to Remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. This policy also lays down criteria for selection and appointment of BoardMembers. The Nomination and

Remuneration Policy is annexed at the end of the Corporate Governance Report.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isAnnexed as Annexure I.

Subsidiary Associate and Joint Ventures Companies

There are total 3 subsidiaries of the Company as on March 31 2022. There are no JointVenture as well as Associates Companies within the meaning of Section 2(6) of theCompanies Act 2013.

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of company's subsidiaries in Form AOC-1 isgiven as Annexure II.

Brief particulars about the business of each of the Subsidiaries Companies are givenhereunder:-a. IndiaNivesh Securities Limited (INSL)

The Company was carrying on the business of stock broking research analystsinvestment banking depository services IPOs and mutual fund distribution advisory(Business Undertaking). Pursuant to the approval of the Scheme of Arrangement ( Demerger)between IndiaNivesh Securities Limited and IndiaNivesh Shares & Securities PrivateLimited by the Hon'ble National Company law Tribunal Mumbai Bench on June 7 2017 thesaid business undertaking was transferred to IndiaNivesh Shares and Securities PrivateLimited. Till the time requisite approvals are in place INSL is carrying on theactivities of Business Undertaking as trustee for IndiaNivesh Shares and SecuritiesPrivate Limited.

The remaining business of the Company is investments in shares of listed and / orunlisted companies / entities and shares and other securities of group companies / limitedliability partnership firm from where investments are being carried out.

b. IndiaNivesh Commodities Private Limited (INCPL)

INCPL is a trading cum clearing member of Multi-Commodities Exchange and NationalCommodities & Derivatives Exchange of India. INCPL has been providing commoditiestrading facilities to both corporate and retail clients since 2005. The Company hadshifted all its commodities client's open positions to IndiaNivesh Shares and SecuritiesPrivate Limited in the month of February 2020 since SEBI has allowed stock brokers tocommence Commodities Broking in order to facilitate the Clients.

c. IndiaNivesh Shares and Securities Private Limited (INSSPL)

Pursuant to the approval of the Scheme of Arrangement ( Demerger) between IndiaNivesh

Securities Limited and IndiaNivesh Shares & Securities Private Limited by theHon'ble National Company law Tribunal Mumbai Bench on June 7 2017 the proposed businessof the Company shall be to carry out the business of stock broking research analystsinvestment banking depository services IPOs and mutual fund distribution advisory. Itshall also include business of (i) equity capital markets (ii) futures and options market(iii) currency derivative broking (iv) stock broking (retail HNI as well asinstitutional) (v) distribution of third party products (including equity IPO's capitalgain bonds fixed deposits mutual funds and other financial products) (vi) advisoryservices in relation to (i) to (v) and research activities. Also it will undertake theinvestment business that includes investments in shares of listed and / or unlistedcompanies / entities and shares and other securities of group companies / limitedliability partnership.

The Company had w.e.f. December 2 2019 shifted all broking operations (except forDepository Operations) in the Company.

IndiaNivesh Shares and Securities Private Limited had restarted its trading terminalson NSE Cash

Segment w.e.f. April 18 2022 Vide SAT passed an order dated March 7 2022 granting astay on the impugned order of the NSE's Member & Core Settlement Guarantee FundCommittee

(MCSGFC). However approval of Bombay Stock Exchange is still pending.

Particulars of Loans Guarantees or Investments

The provisions of Section 186 of the Act pertaining to investment and lendingactivities is not applicable to the Company since the Company is a Non-Banking FinancialCompany whose principal business is acquisition of securities.

Details of guarantees and/or security in connection with loans to other bodiescorporates or persons as covered under the provisions of Section 186 of the Act are givenin the Notes to the Financial Statements.

Risk Management Policy

The Company has formulated a Risk Management Policy. The Company through its RiskManagement

Committee identifies evaluates analyses and prioritise risks in order to address andminimize such risks. This facilitates identifying high level risks and implementappropriate solutions for minimizing the impact of such risks on the business of theCompany. The Committee submits its recommendations and comments for Board's review andnecessary action.

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company the disclosures as per Rule 9 ofCompanies (Corporate Social Responsibility Policy) Rules 2014 are not required to bemade.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the managementinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct. The details of the Vigil Mechanism policy have been provided in theCorporate Governance Report and also disclosed on the website of the Company atwww.indianivesh.in.

Evaluation of the Board its Committees and Individual Directors

The Nomination and Remuneration Policy of the Company empowers the Nomination and

Remuneration Committee to formulate a process for evaluating the performance ofDirectors Committees of the Board and the Board as a whole.

The process for evaluation of the performance of the Director(s) / Board / Committeesof the Board for the financial year 2021-2022 was initiated by the Nomination andRemuneration Committee by sending out questionnaires designed for the performanceevaluation of the Directors Committees Chairman and the Board as a whole. The Committeealso forwarded their inputs to the Board for carrying out the Performance Evaluationprocess effectively.

In terms of provisions of Companies Act 2013 and Schedule II Part D of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board carried out the annual performance evaluation of its own including thevarious Committees and individual Directors with a detailed questionnaire covering variousaspects of the Boards functioning like composition of Board and its Committees Boardculture Performance of specific duties and obligations In a separate meeting ofIndependent Directors performance of Non-Independent Directors performance of the Boardas a whole and performance of the Chairman was evaluated. Based on the feedback receivedfrom the Independent Directors and taking into account the views of Executive Directorsand the Non-Executive Directors the Board evaluated its performance on various parameterssuch as composition of Board and its committees experience and competencies performanceof duties and obligations contribution at the meetings and otherwise independentjudgment governance issues effectiveness of flow of information.

AUDITORS Statutory Auditors

Your Company has appointed M/s. CAS & Co Chartered Accountants as StatutoryAuditors for the period of 5 years to hold the office from the conclusion of 88th AGM tillthe conclusion of 93rd AGM of the Company.

M/s. CAS & Co. have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company.As required under Regulation 33(1)(d) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Auditor's report to the shareholders on the standalone and consolidated financialstatement for the year ended March 31 2022 contain following qualifications observationsor adverse

Sr. No. Auditors' Comment Management Reply
1. One of the wholly owned subsidiary Company namely IndiaNivesh Shares and Securities Private Limited (INSSPL) has not made impairment testing of goodwill amounting to Rs 20.36 crores under intangible assets as required by Ind AS 36- "Impairment of Assets". In absence of the impairment testing we are unable to comment on the carrying value of the goodwill and resultant impact of the same in the financial results IndiaNivesh Shares and Securities Private Limited wholly owned subsidiary believes that there shall be continuity of business since it has discharged all its liabilities towards clients / investors and hence the financial statements have been prepared on a going concern basis and no adjustments are required to the carrying value of assets and liabilities and impairment testing was not done.

Internal Auditors

The Company has not obtained the Internal Audit Report for the financial year endedMarch 31 2022.

Compliance with Secretarial Standards

The Board of Directors affirm that the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2respectively) relating to Meetings of the Board and its Committees which have mandatoryapplication.

Audit Committee

The Audit Committee was constituted in 2001 and has been reconstituted from time totime to comply with the provisions of various Laws and Listing Agreement. The Committee isentrusted with the responsibility to supervise the Company's internal controls andfinancial reporting process. The Committee was re-constituted on September 21 2020. Thecomposition quorum powers role and scope were in accordance with Section 177 of theCompanies Act 2013 and the provisions of the Regulation 18 of the SEBI (ListingObligations & Disclosures Requirements) Regulations 2015. All the members of theAudit Committee were financially literate and possess financial/ accounting expertise

/ exposure.

The scope and terms of reference and working of the Audit Committee are constantlyreviewed and appropriate changes are made from time to time for greater effectiveness ofthe Committee.

During the year under review nine meetings of the Audit Committee were held during theF.Y. 2021-2022 the dates being April 30 2021 June 30 2021 August 14 2021 September02 2021 September 03 2021 November 13 2021 November 24 2021 February 14 2022 andMarch 31 2022.

The composition and attendance of members at the Audit Committee Meetings are asfollows:

Audit Committee Members Status No. of Audit Committee Meetings Attended
Mr. Jagdish Pareek Chairman 9
Mrs. Sona Hadkar Member 9
Mr. Rajesh Nuwal Member 9

Related Party Transactions

The Company has laid down Related Party Transaction Policy for the purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransaction as approved by the Board is uploaded on the Company's website atwww.indianivesh.in.

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The Audit Committee granted omnibus approval for the transactions (which arerepetitive in nature) and the same was reviewed by the audit committee and the Board ofDirectors.

A statement of all Related Party Transactions is placed before the Audit Committee forits review on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements of the Company. The Form AOC-2 pursuant to Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is set outas Annexure III to this Report.

Secretarial Auditor

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read with Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Ronak Jhuthawat & Co. Practicing Company Secretaries (CPNo.: 12094 PR No.: 1270/2021) to undertake Secretarial Audit of the Company for thefinancial year 2021-22.

The Secretarial Audit Report in Form MR-3 is included as Annexure IV and formsan integral part of this report. The said report contains following observations:

Sr. No. Auditors' Comment Management Reply
1. The Company has not appointed Internal Auditor and has not obtained Internal Audit Report pursuant to provision of Section 138 of the Companies Act 2013. The Company shall be appointing the Internal Auditor for the F.Y. 2022-2023.

Annual Secretarial Compliance Report

M/s. K R Saini & Associates Practicing Company Secretary (CP No.: 24697) havesubmitted Annual Secretarial Compliance Report for the financial year 2021-22 for allapplicable compliances as per Securities and Exchange Board of India Regulations andCirculars / Guidelines issued thereunder and the same was submitted to stock exchange.

Secretarial Audit of Material Unlisted Indian Subsidiaries

IndiaNivesh Securities Limited IndiaNivesh Commodities Private Limited and IndiaNiveshShares and Securities Private Limited are material subsidiaries of the Company carried outSecretarial Audit for the Financial Year 2021-22 pursuant to Section 204 of the CompaniesAct 2013 and Regulation 24A of the Listing Regulations. The Secretarial Audit Report ofIndiaNivesh Securities Limited and IndiaNivesh Shares and Securities Private Limitedsubmitted by Ms. Pooja Mehta Practicing Company Secretary and Secretarial Audit Report ofIndiaNivesh Commodities Private Limited submitted by Ms. Juli Marmat Practicing CompanySecretary are attached as Annexure V to this Report and does not contain anyqualification reservation or adverse remark or disclaimer.

Prevention of Insider Trading

As per SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopteda Code of Conduct for Prevention of Insider Trading. During the year under review therehas been due compliance with the said code of conduct for prevention of insider trading.

Significant and material orders passed by the Regulators

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

Transfer of Amounts to Investor Education and Protection Fund

In terms of Section the Companies Act 2013 a sum of Rs. 17749.60 lying with theCompany as unclaimed dividend for the financial year 2013-14 (Final Dividend) i.e. for aperiod of seven years from the date they become due for payment were transferred duringthe period under review to the Investor Education and Protection Fund.

Pursuant to the provisions of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company has filed the necessaryform and uploaded the details of unpaid and unclaimed amounts lying with the Company withthe Ministry of Corporate Affairs.

Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Account onwhich dividend has not been paid or claimed by the shareholders for seven consecutiveyears or more

According to the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 (‘IEPF Rules') the shares on which dividend has notbeen paid or claimed by the shareholders for seven consecutive years or more will betransferred to the demat account of the IEPF

Authority.

Particulars of Employees and related disclosures

A) Details of the ratio of the remuneration of each Director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Sr. Name of Director / KMP and No. Designation Remuneration of Director/KMP for financial year 2021-22 (in Rs.) % increase in Remuneration in the financial year 2021-22 Ratio of remuneration of each Director / to median remuneration of employees
1. Mr. Dinesh Nuwal Non-Executive Director Sitting Fees waived off Not Applicable Not Applicable
2. Mr. Rajesh Nuwal Managing Director & CFO Salary waived off Not Applicable 0.00
3. Mrs. Sona Hadkar Independent Director Sitting Fees waived off Not Applicable Not Applicable
4. Mr. Jagdish Pareek Independent Director Sitting Fees waived off Not Applicable Not Applicable
5. Mr. Duwarka Pareek Non- Executive Non-Independent Director (Appointed w.e.f. September 30 2021) Sitting Fees waived off Not Applicable Not Applicable
6. Mrs. Neelam Tater Non- Executive Independent Director (Appointed w.e.f. September 30 2021) Sitting Fees waived off Not Applicable Not Applicable
7. *Ms. Neha Malot Company Secretary & Compliance Officer (Resigned w.e.f. June 30 2021) 450 Not Applicable Not Applicable
8. #Ms. Rekha Kumari Suthar Company Secretary & Compliance Officer (Appointed w.e.f. July 01 2021) 1350 Not Applicable Not Applicable

Notes:

1. The remuneration to Directors includes sitting fees paid to them for the financialyear 2021-2022. There is no change in the sitting fees for attending Board and Committeemeetings.

2. Mr. Rajesh Nuwal Managing Director & CFO of the Company have waived off Salarypayable to him for the financial year 2021-2022.

3. Mr. Dinesh Nuwal Mr. Jagdish Pareek Mrs. Sona Hadkar Mr. Duwarka Pareek and Mrs.Neelam Tater Directors of the Company have waived off the sitting fees payable to themfor the Meetings attended by them for the financial year 2021-2022.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2021-2022was Rs. 135000/-.

ii) Median remuneration of employees of the Company during the financial year 2020-2021was Rs.21290/-. During the financial year 2021-2022 Mr. Rajesh Nuwal Managing Director& CFO of the Company waived off his Salary. In the financial year there was marginalincrease in the median remuneration of employees.

iii) There were 2 confirmed employee on the rolls of the Company as on March 31 2022.iv) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2021-2022 Not Applicable It is herebyaffirmed that the remuneration paid is as per the Remuneration Policy for Directors

Key Managerial Personnel and other employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014: During theyear under consideration none of the employees of the company was in receipt ofremuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have not been provided.

Public Deposits

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules

2014.

Details of Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy: N.A.

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

(ii) the steps taken by the company for utilising alternate sources of energy; (iii)the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; (iii) in case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year)-(a) the details oftechnology imported; (b) the year of import; (c) whether the technology been fullyabsorbed; (d) if not fully absorbed areas where absorption has not taken place and thereasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign Exchange Earnings and Outgo:

There were no foreign exchange earnings and outgoings during the year under review.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2021-2022:

Sr. No. No. of complaints received No. of complaints disposed off
1. NIL N.A.

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

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

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

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

4. The provisions of Section 148 of the Act are not applicable to the Company.Accordingly there is no requirement of maintenance of cost records as specified underSection 148(1) of the Act.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

6. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.

Acknowledgement

Your Directors wish to place on record their sincere appreciation of the assistance andsupport extended by customers members financial institutions banks Government andother associated with the activities of the Company. Your Directors place on record theirappreciation for employees at all levels who have contributed to the growth andperformance of your Company.

For and on behalf of the Board
IndiaNivesh Limited
Sd/- Sd/-
Rajesh Nuwal Dinesh Nuwal
Managing Director & CFO Director
(DIN: 00009660) (DIN: 00500191)
Date: September 6 2022
Place: Mumbai

.