To the Members
Your Directors are pleased to present the 17th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2022.
1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY
Based on standalone financial statements of the Company.
(Amt. in Lacs)
|PARTICULARS ||FY ENDING MARCH2022 ||FY ENDING MARCH 2021 |
|Revenue from Operations ||2124.37 ||251.32 |
|Other Income ||122.45 ||5.12 |
|Total Income ||2246.81 ||256.43 |
|Less: Expenditure ||2206.66 ||238.24 |
|Profit/(Loss) before Tax ||40.15 ||18.19 |
|Tax Expenses: || || |
|(a) Current Tax ||18.25 ||4.88 |
|(b) Deferred Tax ||0.65 ||0.00 |
|(c) Short/Excess Provision for Taxes ||- ||0.81 |
|Total Tax Expenses ||18.90 ||5.69 |
|Net Profit After Tax ||21.25 ||12.51 |
|Other comprehensive income ||(1.03) ||- |
|Total Comprehensive Income/Loss ||20.22 ||12.51 |
|Paid-Up Share Capital (Face Value of 10/- Each) ||1041.87 ||1041.87 |
|Earnings Per Share (Basic and Diluted) ||0.20 ||0.12 |
2.BRIEF DESCRIPTION OF THE COMPANYS OPERATIONS DURING THE YEAR / STATE OFCOMPANYS AFFAIR
The Company managed to record profit of Rs. 21.25 lakhs in Financial Year 2021-22. Nowcompany has accommodated with changes and has a vision of growing manifold in upcomingfinancial year.
This report of Directors along with its Annexure Management Discussion and AnalysisCorporate Governance Report Financial Statements along with their Notes are prepared forthe period April 012021 to March 31 2022 (a period of 12 months). Pursuant to theprovisions of Section 2(41) of the Companies Act 2013 a financial year inrelation to the Company means the period ending on the 31st day of March every year inrespect whereof financial statement of the Company is made. Your Company is in compliancewith the provisions of the Companies Act 2013.
4. FINANCIAL PERFORMANCE AND S TATE OF THE COMPANY'S AFFAIRS
Revenue from operations was Rs. 2124.37 Lacs in FY 2021-22 against revenue fromoperations in FY 2020-21 which was Rs.251.32 lacs. The Company managed to record profit ofRs.21.25 Lacs in FY 2021-22. Now company has accommodated with changes and has a vision ofgrowing manifold in upcoming financial year.
5.DIVIDENDS AND RESERVES
The Company has decided to sustain the growth in line with the long-term growthobjectives of the Company by retaining the profits and utilizing the same foropportunities in hand.
6. SHARE CAPITAL
During the period April 01 2021 to March 31 2022 during the year under review theCompany has not issued shares with differential voting rights nor has granted any stockoptions or sweat equity and there is no change in the Issued Subscribed and paid up shareCapital of Company. The Share Capital Audit as per the directives of the Securities andExchange Board of India (SEBI) is being conducted by Practicing Company Secretaries. Thepaid-up Share Capital of the Company stands at Rs. 104187060/- (Rupees Ten CroresForty-One Lakh Eighty-Seven Thousand and Sixty Only).
7. TRANSFER TO RESERVES
Amount has been transferred by the Company to Reserves during the year is mentioned inFinancial Statements.
8. PUBLIC DEPOSITS
The Company has neither invited nor accepted any public deposits during the periodunder review.
9. SUBSIDIARY AND ASSOCIATE COMPANIES
As on March 31 2022 the Company have one subsidiary named Nibe E-Motor limited whichwas incorporated on 7th February 2022. The said company has not yet started its businessoperation.
10. CONSOLIDATED FINANCIAL STATEMENT
Pursuant to provisions of Companies Act 2013 as the First financial Year ofSubsidiary Company will be closing on 31st March 2023 The Company is not required toconsolidate its financial statements in terms of provisions of Companies Act 2013 andrules thereunder for this reporting financial year.
11.DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
12 . NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
Five meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report which is a part ofthis report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. During the Year Ms. Kruti Patel (Membership No. 40320) was appointed as CompanySecretary and Compliance Officer of the Company on10.08.2021 and she resigned on21.01.2022.
ii. During the year Mr. Hemant Wani resigned as Chief Fiancial Officer of companyw.e.f. 07.02.2022.
iii. During the year Mr. Gangadhar Chakote was appointed as Chief Financial Officer ofCompany on 07.02.2022 and resigned from the Board w.e.f. 11.03.2022.
ii. Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnelof the Company as on March 312022 are: Mr. Ganesh Nibe Managing Director of the Company.
During the year under review following changes took place in the composition of Boardof Directors of the Company:
|Sr. No. Name of Director ||Designation ||Date of Change |
|1 Mr. Shyamkant Sitaram Pawar ||Non-Executive Independent Director ||10/08/2021 |
|2 Mr. Aditya Shirish Joshi ||Additional Director (Non-Executive Independent Director) ||10/08/2021 |
|3 Mr. Aditya Shirish Joshi ||Non-Executive Independent Director ||23/09/2021 |
|4 Mr. Manish Kella ||Additional Director (Non-Executive Independent Director) ||12/10/2021 |
At the forthcoming AGM approval of the Members will be sought to the followingappointment:
- Re-appointment of Mrs. Manjusha Ganesh Nibe (DIN: 05114706) as a Director of theCompany who is liable to retire by rotation at the AGM.
- Regularisation of appointment Mr. Manish Kella (DIN: 06603231) as anNon-Executive Independent Director for a tenure of 5 years with effect from 12th October2021 to 12th October 2026.
14. BOARD EVALUATION
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on appointment of directors is available onwww.nibelimited.com. The policy on remuneration and other matters provided in Section178(3) of the Act has been disclosed in the Corporate Governance Report which is a partof this report and is also available on www.nibelimited.com.
16 . INTERNAL FINANCIALS CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses were observed. The details in respect of internal financial controland their adequacy are included in the Management Discussion and Analysis which is a partof this report.
17. COMMITTEES OF THE BOARD
1. Audit Committee
2. Nomination and Remuneration Committee 3. Stakeholders Relationship CommitteeDetails of Committee and their meetings are detailed in Corporate Governance Report.
M/s. SHARP AARTH & CO Chartered Accounts (Firm Registration No. 132748W) havetendered their resignation to discontinue as the Statutory Auditor of the Company.
Hence in order to fill up the casual vacancy the Board of Directors have appointedM/s. RT Jain & Co LLP Chartered Accountants in the Board Meeting held on July 4 2022on the recommendation of Audit Committee.
The office of M/s. RT Jain & Co LLP Chartered Accountants are to be confirmed bythe members in the ensuing Annual General Meeting. Further their appointment shall be forthe tenure of 05 (Five) years subject to the approval of members in the ensuing AnnualGeneral Meeting.
19 . AUDITORS REPORT AND SECRETARIAL AUDIT REPORT
The statutory auditors report and the secretarial audit report do not contain anyqualifications reservations or adverse remarks or disclaimer. Secretarial audit reportis attached to this report.
20 . VIGIL MECHANISM
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015includes an Ethics & Compliance Task Force comprising senior executives of theCompany. Protected disclosures can be made by a whistle blower through an e-mail ordedicated telephone line or a letter to the Task Force or to the Chairman of the AuditCommittee. The Vigil Mechanism / Whistle Blower Policy has been uploaded on theCompanys Website i.e. www.nibelimited.com .
21 . PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 (if any) are given in the notes to the FinancialStatements.
22 . BUSINESS RISK MANAGEMENT
The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Companys competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. The framework hasdifferent risk models which help in identifying risks trend exposure and potential impactanalysis at a Company level as also separately for business. The Company has adopted riskmanagement policy.
23 . RELATED PARTY TRANSACTIONS
The Related Party transactions for which the information on transactions with relatedparties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 are part of Notes in Financial Statements.
24 . CORPORATE SOCIAL RESPONSIBILITY
The Company does not exceed the threshold limits mentioned in Section 135 (1) of theCompanies Act 2013. Therefore the provisions pertaining to Corporate SocialResponsibility are not applicable to the Company.
25 . EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return isavailable on the website of the company on www.nibelimited.com
26 . PARTICULAR OF EMPLOYEES
Particulars of employees as required u/s 134 of the Companies Act 2013 are not annexedsince the executive directors are not drawing any salary exceeding limits prescribedduring the year under review and the independent directors are getting sitting fees.
Further the information required pursuant to Section 197 of the Companies Act 2013(the Act) read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company will be provided uponrequest. In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employeesparticulars which is available for inspection by the Members at the Registered Office ofthe Company during business hours on working days of the Company up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Compliance Officer in this regard.
27. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations the Corporate Governance Report with theAuditors Certificate thereon and the Management Discussion and Analysis Report areattached which forms part of this report. The Company has devised proper systems toensure compliance with the provisions of all applicable Secretarial Standards issued bythe Institute of Company Secretaries of India and that such systems are adequate andoperating effectively.
28. CONSERVATION OF ENERGY TECHNICAL ABSORPTION FOREIGN EXCHANGE EARNING
(A) Conservation of Energy
Your company is taking continuously taking initiatives to ensure optimum utilization ofenergy available in day-to-day operations. Your company uses energy efficient lightingdevices light fittings to save energy capacitor bank/devices to maintain power factorwhich are environment and power efficient.
(B) Technology Absorption
Your company is doing its business by ensuring optimum utilisation of its availableresources.
Your company has not taken any research & development activity so far.
(C) Foreign Exchange Earnings and Outgo
The Company has not incurred in foreign currency during the financial year 2021-22.
29 . WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy with an objective toconduct its affairs in a fair and transparent manner and by adopting the highest standardsof professionalism honesty integrity and ethical behaviour. The Company has establishedmechanism for reporting concerns about unethical behaviour actual or suspected fraudviolation of Code of Conduct and Ethics. The Whistle Blower Policy has been posted on thewebsite of the Company www.nibelimited.com.
30.NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.
31. SIGNIFICANT AND MATERIAL OREDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
32. ADEQUACY OF INTERNAL CONTROL SYSTEM
The Company has adequate internal control systems for the business processes in respectof all operations financial reporting compliance with laws and regulations etc. Themanagement information system forms an effective and sound tool for monitoring andcontrolling all operating parameters. Regular internal audits ensure that responsibilitiesare executed effectively. The Audit Committee reviews the adequacy of internal controls onregular basis.
33. CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board members and senior managementpersonnel of the Company which is available on website of the company. The Company hasobtained confirmations for the compliance with the said code from all its Board membersand senior management personnel for the year ended March 31 2021.
34. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
All Independent Directors have given necessary declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 as amended.
35. NOMINATION AND REMUNERATION COMMITTEE
The Company follows a policy on "Nomination and Remuneration of Directors Keymanagerial Personnel and Senior Management". The policy is approved by the Nomination& Remuneration Committee and the Board. More details on the same are given in AnnexureI.
36. SECRETARIAL AUDITORS
The Board of Directors have appointed Madhura Ubale Company Secretary to conductSecretarial Audit for the Financial Year 2021-22. The Secretarial Audit Report issued byMadhura Ubale Company Secretaries in Practice is self-explanatory and does not call forfurther comments. The Secretarial Audit Report forms a part of Directors Report in AnnexureII.
37. AUDIT COMMITTEE
The composition of Audit Committee is as follows:
|Name of Directors ||Designation in Committee ||Category |
|Shyamkant Sitaram Pawar* ||Chairperson ||Non-executive - Independent Director |
|Sanjay Shivajirao Dighe ||Member ||Non-executive - Independent Director |
|Ganesh Ramesh Nibe ||Member ||Executive Director |
|Aditya Joshi* ||Chairperson ||Non-executive - Independent Director |
Mr. Shyamkant Pawar resigned and Mr. Aditya Joshi was appointed w.e.f. 10.08.2021.
During the Financial Year 2021-22 Audit Committee met 5 times on 28.06.202110.08.2021 12.10.2021 29.10.2021 and 07.02.2022. All the recommendations made by theaudit committee were accepted by the board.
Frequency and quorum at these meetings were in conformity with the provisions of theCompanies Act 2013 Listing Agreement and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 entered into by the Company with the Stock Exchanges.
38 . DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices.
The Company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place anAnti- Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. No complaints were received by the company during the year for sexualharassment. In order to build awareness in this area the Company has been conductingprogrammes in the organisation on a continuous basis.
39 . MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) a separate section onthe Management Discussion and Analysis Report giving details of overall industrystructure developments performance and state of affairs of Companys business formsan integral part of this Report.
40 . CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance formsan integral part of this report.
41 . CAUTIONARY STATEMENT
Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Companys objectives projections estimatesand expectations may constitute forward looking statements within the meaningof applicable laws and regulations. Although the expectations are based on reasonableassumptions the actual results might differ.
42 . HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invest in attraction retention and development oftalent on an on-going basis. A number of programs that provide focused people attentionare currently underway. Your Company thrust is on the promotion of talent internallythrough job rotation and job enlargement. The Human Resource agenda continues to supportthe business in achieving sustainable and responsible growth by building the rightcapabilities in the organisation. It continues to focus on progressive employee relationspolicies creating an inclusive work culture and a strong talent pipeline.
43 . TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
44. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders Cost Audit is not applicable to the Company.
45. LISTING WITH STOCK EXCHANGES
The Company is listed on Main Board of BSE Limited. The Company confirms that it haspaid the Annual Listing Fees for the year 2021-22 to BSE Limited where the CompanysShares are listed.
46. APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors wish to express their appreciation and gratitude to all the employees atall levels for their hard work dedication and cooperation during the year. Your Directorswish to express their sincere appreciation for the excellent support and co-operationextended by the Companys shareholders customers bankers suppliers regulatory andgovernment authorities and all other stakeholders. The Directors also take thisopportunity to thank all Shareholders Clients Vendors Banks Government and RegulatoryAuthorities and Stock Exchanges for their continued support.
For and on behalf of the Board
Nibe Limited (Formerly known as Kavita Fabrics