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IndiaNivesh Ltd.

BSE: 501700 Sector: Financials
NSE: N.A. ISIN Code: INE131H01028
BSE 00:00 | 23 Sep 17.50 0.90
(5.42%)
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NSE 05:30 | 01 Jan IndiaNivesh Ltd
OPEN 18.00
PREVIOUS CLOSE 16.60
VOLUME 234
52-Week high 28.70
52-Week low 8.70
P/E 218.75
Mkt Cap.(Rs cr) 66
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.00
CLOSE 16.60
VOLUME 234
52-Week high 28.70
52-Week low 8.70
P/E 218.75
Mkt Cap.(Rs cr) 66
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 Annual Reporttogether with the Audited Statement of Accounts of IndiaNivesh Limited ("theCompany") and its subsidiaries for the year ended March 31 2020.

Financial Results

Your Company is a listed NBFC and falls under the category of less than 500 Crore networth. Therefore your Company has prepared its first time Ind AS Financial Statements forFY 2019-20 with comparative for FY 2018-19 as required under Phase II of the press releasedated January 18 2016. The financials for all the period upto and including FY 2018-19were prepared in accordance with Indian GAAP.

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

(Rs. in Lakhs)
Financial Year ended
Particulars Standalone Consolidated
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Total Income 1512.59 2336.06 12706.60 24242.89
Profit/(loss) before Interest Depreciation & Tax (EBITDA) (1706.27) 2259.50 (766.21) 8893.48
Finance Charges 2540.61 1993.07 8109.27 7114.36
Depreciation 1.88 0.76 679.28 482.37
Provision for Income Tax (including for earlier years) (9.04) 21.44 (192.97) 461.71
Net Profit/(Loss) after Tax before Exceptional items (4239.72) 257.11 (9361.79) 835.04
Net Profit/(Loss) after Tax after Exceptional items (4239.72) 257.11 (9361.79) 835.04
Share of profit / (Loss) Attributable to Associates - - 50.06 (158.92)
Profit/ (Loss) for the period (4239.72) 257.11 (9311.73) 676.12
Add: Other Comprehensive Income (2587.63) (844.71) (3020.92) (72.12)
Total Comprehensive Income (6827.35) (587.60) 12332.65 604.00
Profit/(Loss) brought forward from previous year 1575.07 1222.80 11169.92 10609.42
Reclassification of realised Gain/Loss on sale (3159.82) 148.19 (3159.82) 148.20
of Investment
Profit/(Loss) carried to Balance Sheet (4239.72) 257 .11 (9255.85) 521.78
Ind AS Impact on adoption of Ind AS 116 (0.72) - 44.94 -
From this the Directors have transferred to:
Statutory Reserve - 7.52 - 26.32
General Reserve - - - -
Capital Redemption Reserve - - - -
Dividend Paid - 37.75 10.21 69.61
Tax on proposed Dividend - 7.76 2.11 13.55
Leaving a balance to be carried forward (5825.19) 1575.07 (1188.49) 11169.92

*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.151259446/- ascompared to Rs. 233605754/- in the previous year. It is majorly on account of increasein interest income since the Company has increased its lending activities during the year.Further the total expenses during the year under review are Rs. 576135170/- as comparedto Rs. 210038792/-. The increase in the nance cost was majorly due to increase inborrowings for increased lending activities.

For the F.Y. 2019-2020 your Company has incurred loss of Rs. 423971955/- vis-a-visPro t after tax of Rs. 25710589/- 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

One of the wholly owned subsidiary company i.e. IndiaNivesh Shares and SecuritiesPrivate Limited (INSSPL) had voluntarily disabled its trading terminals on March 31 2020.

Following are the important points related to INSSPL;

1. During the month of March 2020 the onset of Covid-19 in India lead to unprecedentedvolatility and liquidity crunch in the Indian capital markets the Company has incurredheavy losses during the year ended March 31 2020 which have resulted in substantialerosion of net worth of INSSPL. This Force Majeure event had impacted day to dayoperations of INSSPL.

The situation was further exacerbated owing to the countrywide lockdown and the creditfreeze in the market particularly during March 2020. During this period EdelweissCustodial Services Limited (ECSL) the clearing member of INSSPL sought to incorrectlyinvoke FDRs submitted by INSSPL for client margin purpose against disputed and unsecureddues of INSSPL.

In light of the above mentioned circumstances INSSPL had decided to disable all theservices relating to stock broking (voluntary disablement) vide its letter dated March 312020 to Stock and Commodities Exchange(s). Accordingly INSSPL neither solicited any newclients nor took any fresh orders/transactions or positions with its existing clients.

INSSPL had subsequently submitted a comprehensive settlement proposal for protectinginterest of the Clients / Investors of INSSPL vide its letter dated May 17 2020 to allthe Stock and Commodities Exchange(s) as well as SEBI and upon approval received fromrespective Exchange(s) INSSPL with the help of its promoters had successfully dischargedall credit client/investors obligations in full.

2. The liability of Edelweiss Custodial Services Limited (ECSL) the Clearing Member ofINSSPL is under dispute (subject to reconciliation). ECSL sought to incorrectly invokeFixed Deposit Receipts (FDR) against its claim made under the tri-partite agreementbetween INSSPL ECSL and HDFC Bank Limited deposited solely for the client margin purpose.The said invocation was not honoured by HDFC Bank Limited. In this matter Hon'ble BombayHigh Court had passed an order to maintain the status quo on these FDR's. The matter issub judice and pending before the Hon'ble Bombay High Court. The INSSPL will also havecounter claim for wrongful invocation of FDR's damaging operations of INSSPL in totality.

3. Show Cause Notices (SCN) had been issued by all the Exchange(s) which was dulyreplied and SCN has been disposed off by one Exchange with token penalty.

4. All the credit balance clients/investors have been duly paid in full and nothingremains outstanding.

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. 2019-2020.

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 overview of the financial results operations / performance andthe future prospects of the Company forms part of the Annual Report.

Share Capital / Finance

During the year under review there was no change in the Capital Structure of theCompany.

As on March 31 2020 the issued subscribed and paid up share capital of your Companystood at Rs.37750000/- comprising 37750000 Equity shares of Re.1/- each. The companyhas not issued shares with differential voting rights nor granted stock options nor sweatequity shares. As on March 31 2020 none of the Directors of the Company hold shares ofthe Company.

Consolidated Accounts

Since the Company has adopted Ind AS for the first time the Consolidated FinancialStatement for the year ended March 31 2020 are also prepared in in accordance with Ind ASand as per applicable provisions of the Companies Act 2013 and on the basis of auditedfinancial statements of the Company and its subsidiary as approved by its Board ofDirectors.

The Consolidated Financial Statements for all periods upto and including year endedMarch 31 2019 were prepared in accordance with the Companies (Accounting Standards)Rules 2006 notified under Section 133 of the Companies Act ("the Act") readwith Rule 7 of the Companies (Accounts) Rules 2014 (as amended) ("previousGAAP").

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 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.The Directors recommends Mr. Dinesh Nuwal for re-appointment.

b) Re-appointment of Mr. Raja Ram Baldi as an Independent Director

During the year under review the Members of the Company at the AGM held on September30 2019 had approved the re-appointment of Mr. Raja Ram Baldi as an Independent Directorof the Company commencing from the conclusion of that Annual General Meeting till theconclusion of Ninety second Annual General Meeting.

c) Cessation

During the year under review Mr. Raja Ram Baldi has resigned from the Board w.e.f.March 25 2020 due to his health issues.

Further Mr. Tilak Raj Bajalia had also tendered resignation w.e.f March 27 2020.Also Mr. Hemant Panpalia and Mrs. Sona Hadkar tendered their resignation on March 272020 however their resignations were taken on record w.e.f. April 1 2020.

Also Mr. Jinesh Doshi resigned as Company Secretary and Compliance Of cer of theCompany w.e.f. March 18 2020.

Due to ongoing Covid19 pandemic and dif culties faced by the Company in the troubledtime wherein all the remaining staff members as well as all Directors were effected due toCovid19 and the chief accountant was tested positive twice and is still not fullyrecovered. Due to the said reasons the Company was able to appoint two IndependentDirectors i.e. Mr. Jagdish Pareek and Mrs. Sona Hadkar on the Board of the Company w.e.f.September 21 2020 who holds office upto ensuing Annual General Meeting of the Company.

We seek your confirmation for appointment of Mr. Jagdish Pareek and Mrs. Sona Hadkar asIndependent Director of the Company for a period of 5 years w.e.f. September 21 2020.

Further Mr. Rajesh Nuwal was re-appointed as the Managing Director by the board ofDirectors of the Company in their meeting held on June 11 2020 for a further period of 3years. His reappointment is subject to approval of the shareholders of the Company at theensuing Annual General Meeting.

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 familiarization programme of Independent Directors have been disclosedon the website of the Company at www.indianivesh.in.

Details of Board meetings

Six (6) meetings of the Board of Directors were held during the year the details ofwhich 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 the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed along with proper explanation relating to material departures; (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 2020 and loss of the Company forthe year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(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 ensure compliance with the provisions of all applicable laws were inplace and that such systems were 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 the StatutoryAuditors confirming compliance with the conditions of Corporate Governance are providedseparately in this Annual Report.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(7) of the Companies Act 2013 and Section149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

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 CorporateGovernance 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 2020. The Company had oneassociate i.e. Globe Secure Insurance Brokers Private Limited w.e.f. March 31 2020. Thereare no Joint Venture Companies within the meaning of Section 2(6) of the Companies Act2013.

IndiaNivesh Capitals Limited and Siddhi Multi Trade Private Limited ceases to besubsidiary and wholly owned subsidiary respectively w.e.f. March 31 2020.

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.

of such risks on the business of the Company. The Committee submits its recommendationsand comments for Board's review and necessary action.

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company hence the disclosures as perRule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 is not requiredto be made.

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

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirement) 2015 the Company has devised the policy for performanceevaluation of the Independent Directors Board Committees and other individual Directorswhich includes criteria for performance evaluation of non-executive directors andexecutive directors.

The evaluation of all the directors and Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inCorporate Governance Report section in this Annual Report.

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 con rmed 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 2020 contain following quali cations observationsor adverse comment:

Attention is drawn to Note 41 to the standalone financial statement the Company hassold all shares of one of the subsidiary Company namely IndiaNivesh Capitals Limited toits related parties in two parts on the basis of valuation done by Registered Valuerassociated with Merchant Banker. In this respect provision of Section 180 of the CompaniesAct 2013 for approval of shareholders are not complied. Impact of said non-compliance isnot ascertainable on the standalone financial statements.

Due to ongoing Covid19 pandemic and its resultant effect on the Company and the entiregroup heavily it could not have sought the prior approval from the Shareholders of theCompany and the shareholder's approval is sought in the ensuing Annual General Meeting(AGM).

Internal Auditors

The Board of Directors of the Company have appointed M/s. A. Bangani & AssociatesChartered Accountants as Internal Auditors to conduct Internal Audit of the Company forthe financial year ended March 31 2020. The Company had however not obtained the InternalAudit Report for the financial year ended March 31 2020.

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 rm 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 IndiaNiveshSecurities Limited and IndiaNivesh Shares & Securities Private Limited by the Hon'bleNational Company law Tribunal Mumbai Bench on June 7 2017 the proposed business of theCompany shall be to carry out the business of stock broking research analysts investmentbanking depository services IPOs and mutual fund distribution advisory. It shall alsoinclude business of (i) equity capital markets (ii) futures and options market (iii)currency derivative broking (iv) stock broking (retail HNI as well as institutional) (v)distribution of third party products (including equity IPO's capital gain bonds xeddeposits mutual funds and other financial products) (vi) advisory services in relationto (i) to (v) and research activities. Also it will undertake the investment business thatincludes investments in shares of listed and / or unlisted companies / entities and sharesand other securities of group companies / limited liability partnership.

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

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 for the F.Y. 2019-2020 as covered under the provisions of Section186 of the Act read with Companies (Meetings of Board and its Powers) Rules 2014 aregiven in Note No. 14 in the Notes to the Financial Statements.

Risk Management Policy

The Company has formulated a Risk Management Policy. The Company through its RiskManagement Committee identi es evaluates analyses and prioritise risks in order toaddress and minimize such risks. This facilitates identifying high level risks andimplement appropriate solutions for minimizing the impact

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 Ms. Priyanka Lahoti Practicing Company Secretaries (CP No. 8654) toundertake Secretarial Audit of the Company for the financial year 2019-2020.

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

The Company has sold all shares of one of its Subsidiary Company namely IndiaNiveshCapitals Limited to its related parties. In this respect provision of Section 180 of theCompanies Act 2013 and Regulation 24 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for approval of shareholders were not complied.

Due to ongoing Covid19 pandemic and its resultant effect on the Company and the entiregroup heavily it could not have sought the prior approval from the Shareholders of theCompany and the shareholder's approval is sought in the ensuing Annual General Meeting(AGM).

Audit Committee

The Audit Committee consists of the following Directors namely Mr. Tilak Raj BajaliaChairman Mr. Raja Ram Baldi and Mr. Rajesh Nuwal as members of the Committee upto March25 2020.

All members of the Audit Committee were nancially literate and have experience infinancial management.

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company.

Mr. Tilak Raj Bajalia resigned as Chariman of the Audit Committee w.e.f. March 272020 and Mr. Raja Ram Baldi resigned as a Member of the Audit Committee w.e.f March 252020.

The terms and reference of Audit Committee and details of the meetings of the Auditcommittee held during the financial year 2019 - 2020 and the attendance of members areprovided in the Corporate Governance Report which forms part of this Annual Report.

Related Party Transactions

The Company has laid down Related Party Transaction Policy for the purpose of identication and monitoring of such transactions. The policy on Related Party Transaction asapproved by the Board is uploaded on the Company's website at www.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 IV to this Report.

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.

Signi cant 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 205C of the Companies Act 1956 a sum of Rs.226287/- lying withthe Company as unclaimed dividend for the financial year 2011-12 (Final Dividend) i.e. fora period 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 Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has led the necessary form and uploaded the details of unpaid and unclaimedamounts lying with the Company as on the date of last AGM (i.e. September 30 2019) withthe Ministry of Corporate Affairs.

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 / No. KMP and Designation Remuneration of Director/KMP for financial year 2019-2020 (in Rs.) % increase in Remuneration in the financial year 2019-2020 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 Rs. 3403448/- Not Applicable 0.78
3. Mr. Hemant Panpalia Non-Executive Director Sitting Fees waived off Not Applicable Not Applicable
4. Mr. Raja Ram Baldi Independent Director Rs. 280000/- (Sitting fees) Not Applicable Not Applicable
5. Mrs. Sona Hadkar Non-Executive Director Sitting Fees waived off Not Applicable Not Applicable
6. Mr. Tilak Raj Bajalia Independent Director Rs. 280000/- (Sitting fees) Not Applicable Not Applicable
7. Mr. Jinesh Doshi Company Secretary Rs. 5330743/- 16.22% Not Applicable

Notes:

1. The remuneration to Directors includes sitting fees paid to them for the financialyear 2019-2020. There is no change in the sitting fees for attending Board and Committeemeetings.

2. Mr. Dinesh Nuwal and Mr. Hemant Panpalia the Promoter Directors and Mrs. SonaHadkar the Non-Executive Non Independent Director have waived off the sitting feespayable to them for the Meetings attended by them for the financial year 2019-2020.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2019-2020was Rs.4367095/-.

ii) Median remuneration of employees of the Company during the financial year 2018-2019was Rs.4093369/-. In the financial year there was increase of 6.69% in the medianremuneration of employees due to increase in the remuneration of one of the key managerialpersonnel.

iii) There were 1 con rmed employee on the rolls of the Company as on March 31 2020.

iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year i.e. 2019-2020 was 16.22% whereasthere was no increase in the managerial remuneration.

v) It is hereby af rmed that the remuneration paid is as per the Remuneration Policyfor 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 the year under consideration none of the employees of the company was inreceipt of remuneration 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 last three years reckonedfrom the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

(iv) the expenditure incurred on Research and Development.

(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 2019-2020:

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

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
Date : December 2 2020 Managing Director & CFO Director
Place : Mumbai (DIN: 00009660) (DIN: 00500191)

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