The Board of Directors is pleased to present the 9th Annual Report of theCompany for the financial year ended 31st March 2021.
1. COMPANY OVERVIEW
TEN (10) YEARS OF ESTABLISHMENT
A country is best known by its culture and a culture is best known by its tradition.In an endeavor to bring the best of our country's cultural fabric quite literally welaunched JaipurKurti.com a brand centered around representing Indian traditional wear forall occasions. JaipurKurti.com was created to explore the varied dynamics of Indian ethnicwear presenting this heritage to modern women at its widest range.
A Forerunner in the ethnic fashion scene of the country we are "Nandani CreationLimited" a NSE Listed Company curated with dedication commitments moderninspirations and heritage musings. We are a leading fashion house specializing intraditional designs culturally rich styles and ethnic wear for women. With our uniqueprints and patterns being fused into every-day fashion by our manufacturing facilities wehave created a diverse range of ethnic wear loved by women. We are best for specializingin the production and sale of a wide range of ethnic Indian wear consisting of KurtisDresses Suit Sets Patiala Salwars Salwar Kameez Dupattas Palazzos and a wide varietyof Bottoms.
We are popularly known and Identified in apparel market by our brand name"Jaipurkurti.com" and have 4 Retail Stores in Jaipur situated at
"Jaipur Kurti.com" Vaishali Nagar Jaipur:
"Jaipur Kurti.com" Triton Mall Jhotwara. Jaipur "JaipurKurti.com" MGF Mall 22 Godam Jaipur "Jaipur Kurti.com" Gaurav Tower(GT) Jaipur
In order to cater the needs of the country to combat the spread of Coronavirus ourcompany has entered into a new business segment and started manufacturing "N95 Maskwith and without respirators with a new brand name "Value Plus" and are able totake orders from all the Government Agencies Institutions etc.
We have taken BIS Certification for the same and our BIS License for the same isCM/L-8400165811.
We have supplied N-95 mask to various Govt. Organizations some of them are "BUREAUOF PUBLIC PHARMACEUTICALS OF INDIA" ("BPPI") -Under Department ofPharmaceuticals Government of India Uttar Pradesh Medical Corporation Limited (UPMSCL)Western/Eastern/Northern Railways Pondicherry Health Pharmacy All India Institute ofmedical Sciences (AIIMS) Department of Defence Production ESIC-Delhi Bhopal MemorialHospital etc.".
2. IMPACT OF COVID-19
The post-Covid era has provided a big opportunity for the online textile industry. Thesales in the online textile industry witnessed a jump in various cities and states ofIndia due to the lockdown that was imposed to curb the spread of coronavirus-causedCovid-19 pandemic in Retail Sector majorly in all the states and cities.
In the year 2021 e-retailers will prove to be a big game- changer by playing a pivotalrole recovery of the Indian economy in the post-Covid era. Indian textiles and apparelindustry have contributed 2.3% to the GDP of India 13% to industrial production and 12%to export earnings. Post Covid-19 pandemic with the Indian economy showing green shootsof recovery the future of the online textile industry looks promising in the wake ofincreased domestic consumption after a lockdown in addition to export demand playing animportant role.
By staying true to its purpose and its values the top - most priority for the Companywas to ensure the safety of its employees.
The Company has taken several measures to ensure their well - being includingleveraging the power of technology to enable them to work from home.
Standing by its core commitment the company is navigating through these unprecedentedtimes by building stronger and deeper relationship with consumers and its partners. Thecompany is supporting various Government initiatives and helping communities around tofight the pandemic.
3. FINANCIAL PERFORMANCE.
In accordance with the provisions of the Act Regulation 33 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") and applicableAccounting Standards the Audited standalone & consolidated Financial Statements ofthe Company for the financial year 2020-21 together with the Auditors' Report form partof this Annual Report.
The company's financial performance on a consolidated basis for the year ending as onMarch 31 2021 is outlined as follow:
|Particulars ||Year Ended 31.03.2021 (in crores) ||Year Ended 31.03.2020 (in crores) |
|Revenue from operations ||47.81 ||46.87 |
|Other Income ||0.45 ||0.22 |
|Total Revenue ||48.26 ||47.09 |
|Less: Total Expenses ||45.63 ||45.71 |
|Profit before Exceptional & extra-ordinary items & Tax ||2.63 ||1.38 |
|Less: Exceptional Item ||0.05 ||0.12 |
|Profit/(Loss) before Tax ||2.58 ||1.26 |
|Less: Tax Expenses ||67.65 ||40.58 |
|Profit/(Loss) After Tax ||1.90 ||0.85 |
4. CONVERSION NAME CHANGE/SYMBOL
CHANGE OF COMPANY & NATURE OF BUSINESS:
During the financial year your company hasn't changed its name.
Your company has changed its Symbol on NSE from "NANDANI" to"JAIPURKURT" w.e.f. 06th August 2021.
The Symbol was changed on NSE due to the following reasons:
The symbol is the face of the company its products or offerings and developsthe connection with customers.
In the current trends more and more women investors are coming forward in theshare market & started maintaining their portfolios and at the same time new symbol iscatchier and can be easily recognized and remembered by the investors and especially thewomen investors.
During the year under review there was no change in the nature of business of theCompany.
5. MAIN BOARD MIGRA TION & POSTAL BALLOT
The Company has conducted the Postal Ballot in accordance with the provisions ofSection 110 of the Companies Act 2013 for obtaining the approval of Shareholders for thepurpose of migrating the Equity Shares from SME Platform (Emerge) of National StockExchange of India Limited to main board of NSE.
The Postal Ballot was started from Thursday 04th February 2021 at 9:00 AMand ended on Friday 05th March 2021 at 5:00 PM.
The Special Resolution was passed on 05th March 2021 by theShareholders/Members.
The Company has obtained the In-principal approval from the Exchange on 17th August2021 and the Principle/Listing Approval for Migration from SME Platform to Capital MarketSegment (Main Board) of the Exchange on 31st August 2021 (Ref. No. NSE/LIST/115). TheEquity shares shall be listed and admitted to dealing on the Exchange (capital marketSegment) w.e.f. 02nd September 2021.
The Listing on Main Board is likely to have wider participation from Investors at largeand will enhance the Image and Goodwill of the Company.
This will be prove to the major milestone in the history of Nandani Creation Limited.
6. COMPANY'S PERFORMANCE REVIEW
During the Financial Year 2020-21:
For the financial Year 2020-21 your Company recorded Standalone Sales of Rs.46.09 Cr as against Rs. 43.74 Cr in the previous years and thereby recorded growth of5.40% in the Sales.
The Consolidated Sales of your Company is Rs. 48.26 Crores as compared to Rs.47.09 Crores the previous year and thereby recording the growth of 2.48 % in the Sales.
The Standalone Profit of the Company after Taxation is Rs. 1.78Cr. as comparedto Rs. 74.16 Lacs in the previous year and thereby recording the growth of 140% and theConsolidated Profit of the Company after Taxation is Rs. 1.90 Cr as compared to Rs. 85.22Lacs in the previous year and thereby recording the growth of 122% as a whole.
7. SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of secretarial standards issued by the Instituteof Company Secretaries of India.
With a view to provide cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.
9. TRANSFER TO RESERVES
The Board of Directors of the Company has transferred amount of Rs. 17800634/- toits Reserve & Surplus account during the Financial Year 2020-21.
10. CONSOLIDATED FINANCIAL STATEMENT:
In accordance with the provisions of the Act Regulation 33 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (herein after referred to as "Listing Regulations") and applicableAccounting Standards the Company is required to submit Audited Consolidated financialstatements of the Company together with the Auditor's report from part of this AnnualReport.
11. SHARE CAPITAL:
The paid-up Equity Share capital as at 31st March 2021 stood at Rs. 100339500.During the year under review the Company issued 1800000 Equity Shares via conversion ofUnsecured Loan into Equity Shares on 16th February 2021. Further the Companyhas not issued any convertible securities or shares with differential voting rights norhas granted any stock options or sweat equity or warrants.
DETAILS OF LOCK - IN OF SHARES
The Equity Shares proposed to be offered and allotted in the Preferential Allotmentshall be locked-in in accordance with Regulation 167 of the SEBI ICDR Regulations.
The Entire pre-preferential allotment shareholding of the Proposed Allottees if anyshall be locked-in from the relevant date up to a period of Six Months from the date oftrading approval granted by the Stock Exchange.
Following are the details of the Lock in of Shares:
|NAME OF APPLICANT ||QUANTITY ||LOCK IN TILL DATE |
|ANUJ MUNDHRA ||2547225 ||31.10.2021 |
|ANUJ MUNDHRA ||475000 ||30.11.2023 |
|ANUJ MUNDHRA ||700000 ||15.04.2024 |
|VANDANA MUNDHRA ||1291975 ||31.10.2021 |
|VANDANA MUNDHRA ||135000 ||30.11.2023 |
|VANDANA MUNDHRA ||550000 ||15.04.2024 |
|SUNITA DEVI MUNDHRA ||397250 ||31.10.2021 |
|SUNITA DEVI MUNDHRA ||250000 ||30.11.2023 |
|SUNITA DEVI MUNDHRA ||550000 ||15.04.2024 |
|TOTAL ||6896450 || |
12. SUBSIDIARY COMPANY:
The Company has one Wholly Owned Subsidiary Company:
Desi Fusion India Private Limited
Desi Fusion India Private Limited was incorporated in Jaipur on 31.05.2016. OurSubsidiary Company is engaged in the business of Buying and Selling of Fabrics.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 (the Act)Accounting Standards and Securities and Exchange Board of India (SEBI)(Listing Obligations& Disclosure Requirements) Regulations 2015 (Listing Regulations) the Company hasprepared consolidated financial statements which form part of this Annual Report.
In accordance with Schedule V of Listing Regulations the Company is required to makethe Disclosure for its Holding Company and Subsidiary Company.
A separate statement containing salient features of the financial statements of theCompany's subsidiary in prescribed form AOC- 1 and the Disclosure under Schedule V isannexed as Annexure 1 to this report.
The audited financial statement including the consolidated financial statements of theCompany and all other documents required to be attached thereto is available on theCompany's website i.e. www.nandanicreation.com The financial statement of the subsidiarycompany is available on the Company's Website i.e. www.nandanicreation.com
13. OPENING OF NEW STORES WITH BRAND "JAIPURKURTI. COM"
Our Company Nandani Creation Limited has launched its 1st Flagship Retail Store"AMAIVA" by Jaipur Kurti on 13th May 2018 which later got renamed as"JaipurKurti.com" in January 2020.
The Company has launched one more new store in the F.Y. 2021-22 to expand its businessat
"Jaipur Kurti.com" Gaurav Towers (GT) on 01st July 2021.
Hence the Company now have 4 Retail Stores in total.
14. MATERIAL CHANGES & COMMITMENTS AFFECTING THE COMPANY:
In pursuance to Section 134(3)(l) of the Companies Act 2013 the following MaterialChanges have occurred between the end of Financial Year and date of this Report affectingthe financial position of the Company.
ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) OF COMPANY:
The Company has altered its Memorandum of Association by insertion of new clause.
The Clause III(A) of Memorandum of Association of the Company dealing with the mainObject to be pursued by the Company be amended by inserting the following Clause:
4. To Manufacture Buy Sell Supply Stock or otherwise deal in all kind of Personalprotective equipment (PPE) / N95 Mask with and without respirators 3 ply disposable maskand other similar items.
Further as per Extra Ordinary General Meeting dated Friday the 22nd Day of January2021 and the board meeting for allotment dated 16th February 2021 companyincreased Paid-up capital from Rs 82339500/- to Rs 100339500/- by way of PreferentialIssue of 1800000 (Eighteen Lacs) new equity shares of Face Value of Rs. 10/- (Ten) eachby way of conversion of Unsecured Loans into Shares. The Trading approval for the same wasreceived from NSE on 22.03.2021 vides Ref No.: NSE/LIST/ 26477.
15. PUBLIC DEPOSIT
The Company has not accepted any amount falling within the purview of provisions ofSection 73 of the Companies Act 2013 ("the Act") read with the Companies(Acceptance of Deposit) Rules 2014 during the period under review. Hence the requirementfor furnishing the details of Deposits which are not in compliance with Chapter V of theAct is not applicable.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements forming a part of thisannual report.
17. RELATED PARTY TRANSACTIONS:
All Contracts/transactions/arrangements entered by the Company during the financialyear with the Related Parties were in ordinary course of Business and on an Arm's LengthBasis and in accordance with the provisions of the Companies Act 2013 read with theRules issued there under and the regulations. Further there were no transactions withrelated parties which qualify as material transactions under the regulations.
All transactions with related parties were reviewed and approved by the AuditCommittee. Prior omnibus approval of the Audit Committee has been obtained for thetransactions which are of repetitive nature. The transactions entered into pursuant to theomnibus approval so granted along with a statement giving details of all related partytransactions was placed before the Audit Committee on quarterly basis specifying thenature value terms and conditions of the same. The Company has made transactions withrelated parties pursuant to Section 188 of the Act.
The Company has formulated a policy on materiality of related party transactions andalso on dealing with Related Party Transactions which has been uploaded on the Company'swebsite at the web link https://www.nandanicreation.com/docs/investors/policies/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS.pdf
Information on transactions with related parties pursuant to Section 188(1) forentering into such contract or arrangement in Form AOC-2 is annexed to this Report asAnnexure-2. All the transactions with the related party were in accordance with theSection 188 of the Companies Act 2013 read with the Rules issued thereunder and theListing Regulations.
18. AUDITOR'S AND AUDITOR'S REPORT:
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed M/s Manisha Godara &Associates Company Secretaries New Delhi (FRN: S2014RJ268900) as the Secretarial Auditorto conduct an audit of secretarial records for the financial year 2020-21.
The Secretarial Audit Report for the financial year ended 31st Day of March2021 under Act read with Rules made thereunder and Regulations 24A of the listingregulations (including any statutory modification(s) or re - enactment(s) thereof for thetime being in force) is set out in the Annexure 3 to this report.
The Secretarial Audit Report does not contain any qualification.
The Board has re - appointed M/s Manisha Godara & Associates Company SecretariesNew Delhi (FRN: S2014RJ268900) as Secretarial Auditors of the Company for FY 2021-22. Thecompany has received consent from Mrs. Manisha Godara to act as the auditor for conductingaudit of the secretarial records for the financial year ending as on 31st Dayof March 2022.
STATUTORY AUDITORS & STATUTORY AUDIT REPORT
M/s Ashok Holani & Co. Chartered Accountants Jaipur (FRN: 009840C) werere-appointed for the 2nd Tenure as the statutory Auditors of the Company at 8thAnnual General Meeting of the Company held on 28th September 2020 for a periodof 5 years till 13th Annual General Meeting to be held in the FY 2025 subjectto ratification at every AGM.
M/s Ashok Holani & Co. Chartered Accountants Jaipur (FRN: 009840C) has confirmedthat they are not disqualified from continuing as Auditors of the Company.
The Auditors have issued an unmodified opinion on the Financial Statements for thefinancial year ended 31st March 2021. The Auditors' Report for the financialyear ended 31st March 2021 on the financial statements of the Company is a part of thisAnnual Report.
INTERNAL AUDITORS & INTERNAL AUDIT REPORT
Pursuant to the provisions of Section 138 of the Companies Act 2013 & the rulesmade there under (including any statutory modification(s) or re- enactment(s) thereof forthe time being in force) the Board of Directors had appointed M/s Mohata Baheti &Associates Chartered
Accountants Jaipur(M.No.:401695) as Internal Auditor to conduct Internal Audit forthe financial year 2020-21.
The Company has received the resignation letter from M/s Mohata Baheti &Associates Chartered Accountants Jaipur and ceases to be the Internal Auditor.
Further in line with the aforesaid compliance the Board of Directors has appointedM/s Jain Shrimal & Co. Chartered Accountants Jaipur (FRNo.: 001704C) in its meetingheld on 01st September 2021 for conducting the Internal Audit for theFinancial Year ending as on 31st March 2022
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation:
In accordance with the provisions of Section 152(6) of the Companies Act 2013 and interms of Articles of Association of the Company Mr. Anuj Mundhra (DIN: 05202504) retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his re-appointment for consideration by the Membersof the Company at the 9th Annual General Meeting.
Re-appointment of Independent Directors
In accordance with the provision of Section 149 152 of the Companies Act 2013 in the9th AGM Mr. Gagan Saboo Mr. Neetesh Kabra & Mr. Gaurav Jain shall bere-appointed as the Independent Directors on the Board of the Company for another term offive years i.e. from 01st October 2021 to 30th September 2026.
Re-appointment of Mr. Anuj Mundhra (DIN: 05202504) Chairman & ManagingDirector:
In accordance with the provision of Section 196 of the Companies Act 2013 in the 9thAGM Mr. Anuj Mundhra shall be reappointed as the Chairman & Managing Director for aperiod of 5 years from August 15 2021 to August 14 2026.
Re-appointment of Mrs. Vandana Mundhra (DIN: 05202403) Whole-Time Director:
In accordance with the provision of Section 196 of the Companies Act 2013 in the 9thAGM Mrs. Vandana Mundhra shall be reappointed as the Whole-Time Director for a period of5 years from August 15 2021 to August 14 2026.
Re-appointment of Mrs. Sunita Devi Mundhra (DIN: 05203015) Whole-Time Director:
In accordance with the provision of Section 196 of the Companies Act 2013 in the 9thAGM Mrs. Sunita Devi Mundhra shall be reappointed as the Whole-Time Director for aperiod of 5 years from August 15 2021 to August 14 2026.
Profile of the Directors seeking Appointment / Reappointment:
As required under Regulation 36 (3) of SEBI (LODR) 2015 particulars of the Directorsretiring by rotation and seeking appointment/re-appointment at the ensuing Annual GeneralMeeting is annexed to the notice convening 9th Annual General Meeting.
Key Managerial Personnel:
Pursuant to Section 2(51) and Section 203 of the Companies 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 following are the KeyManagerial Personnel and during the year there was no change in KMP's of the Company;
Mr. Anuj Mundhra -Chairman & managing Director
Mrs. Vandana Mundhra Whole-Time Director
Mrs. Sunita Devi Mundhra Whole -Time Director
Mr. Dwarka Dass Mundhra Chief Financial Officer (CFO)
Miss. Gunjan Jain Company Secretary & Compliance Officer
20. CORPORATE GOVERNANCE REPORT:
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a Certificate of Auditors on its Compliance forms anintegral part of this Report Annual Report as Annexure-4.
21. EXTRACT OF ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the annual return of the Company is availableon the Company's website at the following web link:-
22. BOARD MEETING:
During the year under review 7 (Seven) Board Meetings were convened and held thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013.
The details of Meetings of the Board and its Committees are given in the CorporateGovernance Report.
23. COMMITTEES OF THE BOARD
Pursuant to the provisions of the Act and Rules made there under and SEBI (LODR)regulation 2015 the board has constituted various committees. Composition and otherdetails on the committee are given in the Corporate Governance Report.
24. MEETING OF INDEPENDENT DIRECTORS
Pursuant to Clause VII of the Schedule IV of the Companies Act 2013 and Regulation 25of Listing Regulations the Independent Directors of the Company are required to hold atleast one meeting in a year without the attendance of Non-Independent Directors andMembers of Management. All the Independent Directors of the Company shall strive to bepresent at such meeting.
The Details of the three Independent Directors of the Company are as follows:
|Name of Status Designation Member || |
|Mr. Gaurav Chairman Jain ||Independent Director |
|Mr. Gagan Member Saboo ||Independent Director |
|Mr. Neetesh Member Kabra ||Independent Director |
During the year One (1) Meeting of the Independent Directors was convened and held on01.09.2020.
TERMS OF REFERENCE:
i. The performance of Non-Independent directors and the Board as a Whole;
ii. The performance of the Chairperson of the Company taking into account the views ofexecutive directors and Non-Executive Directors;
iii. Assess the quality quantity and timeliness of flow of Information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties;
25. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
All new independent directors inducted into the Board are familiarized with theoperations and functioning of the Company. The details of the training and familiarizationprogram are provided in the Corporate Governance report.
26. DECLARATION OF INDEPENDENCY BY INDEPENDENT DIRECTORS:
The Independent Directors have given declaration under Section 149(6) of the CompaniesAct 2013 and the rules made there under. The Independent Directors have fulfill theConditions relating to their status as an Independent Director as specified in Section 149of the Act and the Regulation 16(b) of the Listing Regulations
27. PERFORMANCE EVALUATION
The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration committee to formulate a process for effective evaluation of the performanceof individual directors committees of the Board and the Board as a whole.
The Board formally assesses its own performance based on parameters which inter aliainclude performance of the Board on deciding long term strategy rating the compositionand mix of Board members discharging of governance and fiduciary duties handlingcritical and dissenting suggestions etc.
The parameters for the performance evaluation of the Directors include contributionmade at the Board meeting attendance instances of sharing best and next practicesdomain knowledge vision strategy engagement with senior management etc.
The independent directors at their separate meeting review the performance of non -independent directors and the Board as a whole chairperson of the Company after takinginto account the views of Executive director and non - executive directors the qualityquantity and timeliness of flow of information between the company management and theBoard that is necessary for the Board to effectively and reasonably perform the duties.
Based on the outcome of the performance evaluation exercise areas have been identifiedfor the Board to engage itself with and the same would be acted upon.
28. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 (including any statutorymodification(s) or re- enactment(s) thereof for the time being in force) the Directors ofthe Company confirm that:
(a) In the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable Accounting Standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as give a true andfair view of the state of affairs of the Companies as at 31st March 2021 andof profit and Loss of the Company for the financial year ended 31st March2021;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Company Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;
(d) the annual accounts have been prepared on a "going concern" principal;
(e) proper internal financial control laid down by the directors were followed by theCompanies and that such internal financial controls are adequate and operating effectively; and;
(f) Proper system to ensure compliance with the provisions of all applicable laws wasin place and that such system are adequate and operating effectively.
29. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as stipulated under the Listing Regulations ispresented in a separate section forming part of this Annual Report as Annexure-5. Itspeaks about the overall industry structure global and domestic economic scenariosdevelopments in business operations/performance of the Company's various businesses viz.decorative business international operations industrial and home improvement businessinternal controls and their adequacy Risk threats outlook etc.
30. BUSINESS RESPONSIBILITYSTATEMENT
Your Company has always been at the forefront of voluntary disclosures to ensuretransparent reporting on all matters related to the Company's governance and businessoperations. The report comprehensively covers your Company's philosophy on corporatesocial responsibility its sustainability activities pertaining to efforts on conservationof environment conducting green awareness events its commitment towards societyenhancing primary education initiatives and activities taken up as part of thisphilosophy for the year 2019-20. But since this report is applicable only on Top 500Listed Entities we are not attaching the report with the Annual Report.
31. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Company has established a robust framework for internal financial controls. TheCompany has in place adequate controls procedures and policies ensuring orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation. During the year such controls were assessed and no reportable materialweaknesses in the design or operation were observed. Accordingly the Board is of theopinion that the Company's internal financial controls were adequate and effective duringFY2019 -20.
32. NOMINATION & REMUNERATION POLICY:
The salient features of the Nomination and Remuneration Policy of the Company are setout in the Corporate Governance Report which forms part of this Annual Report. The saidPolicy of the Company inter alia provides that the Nomination and Remuneration Committeeshall formulate the criteria for appointment & Re - appointment of Directors on theBoard of the Company and persons holding senior management positions in the Companyincluding their remuneration and other matters as provided under Section 178 of the Actand Listing Regulations. The Policy details are given in Corporate Governance Report.
33. OTHER STATUTORY DISCLOSURES
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower Policy and has established Vigil Mechanismfor employees including Directors of the Company to report genuine Concerns. Theprovisions of this policy are in line with the provisions of Section 177(9) of the Act.
The Whistle Blower Policy of the Company is also available on the website of theCompany at the link http://www.nandanicreation.com/docs/investors/policies/WHISTLER-BLOWER-POLICY.pdf.
During the year no whistle blower event was reported & mechanism is functioningwell. Further no personnel has been denied access to the Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no such significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
PARTICULARS OF EMPLOYEES
Pursuant to the amendment in the Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a detailed statement is attached as Annexure- 6.
Apart from that there are no Employees in the Company whose particulars are requiredto be disclosed in accordance with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 in the report.
The Company is required to give the Disclosure under Schedule V Part II section 2 ofthe Act. The same is attached in Annexure-6.
RISK MANAGEMENT POLICY
The Company has framed and implemented a Risk Management Policy to identify the variousbusiness risks. This framework seeks to create transparency minimizes adverse impact onthe business objectives and enhances the Company's competitive advantage. The RiskManagement Policy defines the risk management approach across the enterprise at variouslevels including documentation and reporting.
The Risk Management procedure will be reviewed by the Audit Committee and the Board ofDirectors on time to time basis.
LISTING OF SHARES
Your Company's shares are listed on the National Stock Exchange of India Limited andthe Listing fee for the year 2021-22 has been duly paid.
The Company has obtained the In-principal approval from the Exchange on 17thAugust 2021 and the Principle/Listing Approval for Migration from SME Platform to CapitalMarket Segment (Main Board) of the Exchange on 31st August 2021 (Ref. No.NSE/LIST/115). The Equity shares shall be listed and admitted to dealing on the Exchange(capital market Segment) w.e.f. 02nd September 2021.
As the Members are aware your Company's shares are trade-able compulsorily inelectronic form and your Company has established connectivity with both NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). In view of the numerous advantages offered by the depository system the membersare requested to avail the facility of Dematerialization of the Company's shares on NSDL& CDSL. The ISIN allotted to the Company's Equity shares is INE696V01013.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has further redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling. HRD activities are taken in the Company involvingpositive approach to develop employees to take care of productivity quality and customerneeds. The Company has to make constant efforts to manage labour shortages. To developskilled labour training facilities are provided to the employees in house or by deputingthem to the machinery suppliers and to training institutes for specific training. TheCompany has well developed management information system giving daily monthly andperiodical information to the different levels of management. Such reports are beinganalyzed and effective steps are taken to control the efficiency utilizationproductivity and quality in the Company.
34. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Information pursuant to Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is as follows:
1. The Company has no activity involving conservation of energy or technologyabsorption.
2. There is no foreign exchange earnings and outgo.
35. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.
In order to prevent sexual harassment of women at work place "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"was notified on 9th December 2013 under the said Act every Company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
In terms of the provisions of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 the Company adopted a policy forprevention of Sexual Harassment of Women at workplace and also set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.
During the financial year ended 31st March 2021 the Company did not receive anycompliant and no compliant was pending at beginning and at the end of the year.
36. CERTIFICATIONS FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:
The Company has obtained a Compliance Certificate in accordance with Regulation 17(8)of Listing Regulations from Mr. Dwarka Dass Mundhra the Chief Financial Officer and Mr.Anuj Mundhra Chairman and Managing Director of the Company. The Same is forming asAnnexure-7 the part of this Annual Report.
The Company has also obtained a Declaration signed by Chief Financial Officer statingthat the Members of the Board of Directors and Senior management personnel have affirmedcompliance with the code of conduct of Board of Directors and senior management. The Sameis forming as Annexure-7 the part of this Annual Report.
37. OTHER DISCLOSURES:
Other disclosures required as per Companies Act 2013 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 or any otherlaws and rules applicable are either NIL or NOT APPLICABLE to the company.
The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year.
The Board conveys its appreciation for its customer shareholders suppliers as well asvendors bankers business associates regulatory and government authorities for theircontinued support
|DATE: JAIPUR ||FOR AND ON BEHALF OF NANDANI CREATION LIMITED || |
|PLACE: 01.09.2021 ||Sd/- ||Sd/- |
| ||ANUJ MUNDHRA ||VANDANA MUNDHRA |
| ||MANAGING DIRECTOR ||WHOLE-TIME DIRECTOR |
| ||DIN: 05202504 ||DIN: 05202403 |