Nihar Info Global Limited.
Your Directors have pleasure in presenting their 27th AnnualReport on the business and operations of the company along with the financial statementsfor the financial year ended 31st March 2021.
The Covid pandemic is still continuing and disrupting the lives of thepeople globally. The Company is continuously taking safety measurements to reduce thespread of the virus amongst the employees. The office equipment is rearranged in such away that there is less physical contact amongst the employees and work from home is givento few employees. The office premises is being sanitized regularly to reduce the spread ofthe virus.
The covid pandemic - impact on the business:
Due to complete lock down during the first quarter of the financialyear 2020-'21 the business is disrupted and there was no possibility for supply ofproducts. After the lock down restrictions were reduced the business was improved and theCompany was able to meet the customer needs with limited staff. By the end of thefinancial year under review the Company was able to make profits.
2. Financial Summary:
The Company's financial performance for the year ended 31stMarch 2021 is summarized below:
| || ||(Rs. In Lakhs) |
|Particulars ||Financial Year ended 31st March 2021 ||Financial year ended 31st March 2020 |
|Gross Revenue ||498.34 ||762.02 |
|Profit before interest depreciation & taxes ||51.92 ||52.29 |
|Interest ||13.07 ||11.93 |
|Depreciation & Amortization ||0.93 ||1.47 |
|Profit /Loss After Tax ||38.14 ||31.42 |
3. Performance of the Company:
The turnover and profit of the Company for the current year is Rs.498.34 Lakhs and Rs. 38.14 Lakhs as against corresponding figures of the previous year ofRs. 762.02 Lakhs and Rs. 31.42 Lakhs respectively.
To strengthen the financial position of the Company and to augmentworking capital your Directors do not declare any dividend.
Nihar Info Global Limited is one of the few Listed eCommerce Companiesin India. The Company has diversified into eCommerce in the year 2016 and has made asignificant impact in the eCommerce space. The Company is proud to be one of the keySellers in Amazon.in and Flipkart.com. Also the Company's own Warehouse is certifiedby both Flipkart and Amazon and is part of the Amazon Seller Flex Model and the FlipkartSmart Fulfillment Model whereby all the products sold by the company are enabled with aPRIME tag and Flipkart Assured Tag.
The Company also sells on other eCommerce Portals like Snapdeal.comPaytmmal.com and OLX.in.
The Company has also launched various eCommerce Portals under the brandNihar eCenter and also hired KPMG for the Advisory Services to build a strong model underNihar eCenter.
The Company also has plans to extend its Warehouse Capacity and isplanning to setup a warehouse in the Outer Limits of the City.
The B2B Division of Nihar Info Global Limited deals with variousCorporates and Government Organizations. The B2B Division has consistently received ordersfrom various Corporates and Government Agencies and has been keeping its consistentefforts to build a strong clientele. The Company has acquired more than 100 New B2BClients in the last two years through Direct Marketing and Amazon B2B.
The focus of the B2B Division is basically on the following.
1. Bulk Orders
2. Corporate Gifting
3. Audio Visual Systems / Video Conferencing Solutions
4. IT Applications and Services
6. Disclosure Pursuant to Clause 5A of the Listing Agreement:
As per Clause 5A of the Listing Agreement inserted as per SEBInotification no: SEBi/cFD/DIL/LA/1/2009/24/04 dated April 24 2009 the details in respectof the shares which were issued pursuant to Composite Scheme of Amalgamation andArrangement and lying in the suspense account till 31st March 2021 is asunder.
|Description ||Number of Shareholders ||Number of Equity Shares |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year ||121 ||37116 |
|Number of shareholders who approached issuer for transfer of shares from suspense account during the year ||- ||- |
|Number of shareholders to whom shares were transferred from suspense account during the year ||- ||- |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year ||121 ||37116 |
The voting rights on the shares outstanding in the suspense account on31st March 2021 shall remain frozen till the rightful owner of such sharesclaims the shares. In compliance with the said requirements the shares are transferred into one folio in the name of Unclaimed Suspense Account.
7. Financial Statements:
The Annual Report 2020- 21 containing complete Balance SheetStatement of Profit & Loss Cash Flow Statement and notes thereto are prepared as perthe requirements of Schedule III to the Companies Act 2013 Directors' Report(including Management Discussion and Analysis Corporate Governance Report and all theAnnexures) are being sent via email to all shareholders who's email addresses areregistered with the Company.
The Annual Report 2020- 21 is also kept open for inspection ofthe members at the registered office of the Company. The requests for copies of the AnnualReport can be mailed firstname.lastname@example.org or email@example.com up to the dateof Annual General Meeting. The same is also available on the Company's websitewww.niharinfo. in.
8. Share Capital
The paid-up Equity Share Capital as on 31st March 2021 wasRs 81577480 /- divided into 8157748 Equity Shares of Rs 10/- each. There was no issueof shares or any kind of securities during the year under review.
9. Transfer to Reserves:
The Board of Directors do not propose to carry any amount to reserves.
10. Particulars of Remuneration of Directors / KMP / Employees:
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached to thisReport as Annexure I.
12. Secretarial Auditors:
As per the provisions of Section 204 of the Companies Act 2013 andRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors of the Company appointed M/s Surya Gupta & Associates (CPNo. 10828) Company Secretaries Delhi to undertake the Secretarial Audit of the Companyfor the Financial Year 2020-21. The Certificate on Corporate Governance and theSecretarial Audit Report are annexed herewith as Annexure IV and Annexure V respectivelywhich form part of this report.
13. Internal Control System & its adequacy:
The Board of Directors has established a system for ensuring thatDirectors Operating Officers and employees perform their duties in accordance with lawsregulations and the Articles of Association as well as a system for ensuring theappropriate business operations within the Company which is reviewed by the Boardregularly.
There is also a system for the storage and management of informationwith regard to the execution of duties by Directors and Operating Officers of the Companysuch as minutes books statutory registers and other files both physical and soft copieswhich are stored and maintained safely with confidentiality under the supervision of theChairman of the Company.
The Board of Directors had established a set of rules for managing riskof loss with respect to the Company which are reviewed and followed diligently.
There exists a system for ensuring the duties of Directors of theCompany are efficiently performed and the evaluation of the performance of the Board ofDirectors are conducted regularly.
The audit committee assists the Board of Directors in monitoring theintegrity of the financial statements and the reservations if any expressed by thestatutory auditors financial internal and secretarial auditors. Based on their inputsthe Board is of the opinion that the company's internal controls are adequate andeffective.
14. Directors Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm that:
In preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanations and disclosures relating tomaterial departures.
The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view to the state of affairs of the Company at the end of thefinancial year 2020-21 and of the profit of the Company for the period.
The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
The annual accounts have been prepared on a going concern basis.
The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
15. Details of change in Directors and Key Managerial Personnel:
During the year under review Mr. J. Sundara Sekhar who was appointedas the Additional Director at the Board meeting held on 14th November 2019 wasappointed for a term of 5 years at the AGM held on 30th December 2020.
Mr. Ajit Kumar Nagarani whose term of office was completed at the AGMheld on 30th December 2020 was re-appointed as the independent director foranother term of 5 years.
Mr. Jagadeeswara Rao Reddi whose term as independent director wascompleted at the AGM 2020 was appointed as the Additional Director at the Board Meetingheld on 12th February 2021 who shall retire the AGM 2021. The Boardrecommends his re-appointment at the AGM to be held for the F.Y. 2020- 21.
16. Declaration by Independent Directors:
The Company has received necessary declarations from each independentdirector that they meet the criteria of independence laid down in Section 149(6) of theCompanies Act 2013 read with the SEBI (Listing Obligations and Discloser Requirements)Regulations 2015.
17. Compliance Certificate by CFO:
The Compliance certificate under Regulation 17(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed herewith as AnnexureVI and forms a part of this report.
18. Statutory Auditors:
M/s G C Rayulu & Associates Chartered Accountants were appointedat the 26th Annual General Meeting to hold office till the conclusion of the 31stAnnual General Meeting.
19. Policy on Directors' Appointment and Remuneration:
The Company's policy on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director framed by the Nomination and Remuneration Committee is reviewedregularly at its meetings and is available at the company's website- www.niharinfo.in.
20. Related Party Transactions:
The related party transactions entered into by the Company are reviewedby the Audit Committee at their meetings and reported to the Board of Directors. Thestatements containing the transactions / contracts entered into by the Company during theyear under review is annexed herewith as Annexure VII in Form AOC-2 and forms part of thisreport.
21. Particulars of Loans Guarantees or Investments:
The particulars of loans guarantees and investments as per Section 186of the Companies Act 2013 have been disclosed in the financial statements.
22. Risk Assessment and Management:
The Audit Committee and Board periodically review the risks and suggeststeps to be taken to manage/mitigate the same through a properly defined framework. Thedevelopment and implementation of risk management policy has been covered in theManagement Discussion and Analysis which forms part of this report. During the year arisk analysis and assessment was conducted and no major risks were noticed which maythreaten the existence of the Company.
23. Details in respect of frauds reported by auditors under Section 143(12) of Companies Act 2013:
During the year under review there were no frauds reported by theStatutory Auditors and Secretarial Auditors neither to the Audit Committee nor the Boardof Directors under Section 143 (12) of the Companies Act 2013.
The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.
25. Compliance with Secretarial Standards:
The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.
26. Nature of Business:
There is no change in the nature of business of the Company.
27. Corporate Social Responsibility:
As the Company does not fall under the threshold limits under Section135 of the Companies Act 2013 corporate social responsibility is not applicable to theCompany.
28. Particulars of Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo:
Conservation of Energy: The operations of the Company are notenergy intensive and every effort has been made to ensure the optimal use of energy avoidwaste and conserve energy by using energy efficient computers and equipment with latesttechnologies.
Research and Development: No amount was spent in research anddevelopment during the year.
Technology Absorption: Your Company is constantly upgrading itstechnological excellence with emerging technologies.
Exports and Outgo: The foreign income through softwaredevelopment services is Rs. 46.90 Lakhs.
29. Details of Subsidiary / Associate Company:
The Company has no subsidiary as on 31st March 2020. M/s.Nihar Stocks Limited is an associate company within the meaning of Section 2(6) of theCompanies Act 2013 ("Act") and its summarized performance and financialposition is given in Form AOC-1 pursuant to first proviso to Sub-section (3) of Section129 of the Companies act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014)and is attached to this Report as Annexure VIII.
30. Annual Return:
The annual return for the F.Y. 2020-'21 shall be available at thewebsite of the Company - www.niharinfo. in.
31. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report under Regulation 34 readwith Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is herewith attached as Annexure II which forms part of this report.
32. Explanations or comments by the Board on every qualificationreservation or adverse remark or disclaimer made (i) by the auditor in his report and (ii)by the company secretary in practice in his secretarial audit report:
There were no qualifications reservations or adverse remarks ordisclaimers by the Statutory auditor in the Independent Auditor's Report.
The Secretarial Auditors had given the following disclaimers in theirsecretarial audit report:
|Sr. No Compliance Requirement (Regulations circulars guidelines including specific clause) ||Deviations ||Observations/ Remarks of the Practicing Company Secretary |
|1. Certificate receivedfrom the chartered accountant or a practicing company secretary pursuant to Regulation 76 of the SEBI (Depositories and Participants) Regulations 2018. ||Submitted to BSE but no details provided to us ||No representation receivedfrom Company in this matter |
|2. Corporate Governance Requirement as per Regulation 27(2) of SEBI (LODR) Regulations 2015 ||Late Submission ||BSE waived off the penalty vide a mail dated February 11 2021 |
1. Your Directors wish to inform the members that the Board had madeutmost effort to provide all the necessary documents to the secretarial auditor but couldnot produce physical copies due to covid because of which work from home is permitted.Further the Certificates under Regulation 76 of the SEBI (Depositories and Participants)Regulations 2018 i.e. Reconciliation of Share Capital was filed duly with the BSE.
2. The Company had received notification from the BSE about the latesubmission of the Corporate Governance Report. The fees was later paid and BSE had waivedoff the penalty. Your Directors submit before the members that for the quarter ended 30thJune 2020 the late submission is due to Covid lock down and the same was filed afterresuming of the office.
33. Corporate Governance:
The Corporate Governance Report under Regulation 34 read with ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is herewithattached as Annexure III which forms part of this report.
34. Material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report:
There are no material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.
The Directors thank the Company's employees customers vendorsinvestors and academic partners for their continuous support. The Directors are deeplygrateful and have immense respect for every person who risked their life and safety tofight this pandemic.