To the Members
The Directors submit 24th Annual Report of the Company along with theaudited financial statements for the financial year (FY) ended March 31 2018.
1. Financial Summary
The Company's financial performance for the year ended March 31 2018 is summarizedbelow:
Rs. in Lakhs
|Particulars ||Current Year ended 31st March 2018 ||Previous year ended 31st March 2017 |
|Gross Revenue ||499.05 ||155.12 |
|Profit before interest depreciation & taxes ||33.17 ||29.05 |
|Interest ||0.00 ||0.00 |
|Depreciation & Amortization ||3.32 ||3.52 |
|Profit /Loss After Tax ||24.51 ||20.35 |
2. Performance of the Company
The Turnover and Profit of the Company for the current year is Rs.499.05 Lakhs andRs.24.51 Lakhs as against corresponding figures of the previous year of Rs.155.12 Lakhsand Rs.20.35 Lakhs respectively. As compared to the previous Financial Year the companyhad increased its Turnover from 1.5 Crores to Rs.4.99 Crores by 325% in the Financial Year2017-18. The company is aiming for a target of Rs.20 Crores in the Current Financial Year.
The Board of Directors of your Company has not recommended any dividend for thefinancial year 2017-18.
(1)Sales through Other Portals
The company is a seller on all the following leading portals of INDIA:
Amazon.in: - The Company is planning to increase its sales in the future years.For that the company is in process to increase the sales correspondence and best customeracquaintance through Amazon. The company has license from Amazon for three fulfillmentcenters (FBA) each in Hyderabad city and Haryana state respectively through which companyhas covered the north and south region of the country and now aiming to cover the rest ofIndia.
Flipkart.com: - For the fast and quality delivery of products company haslicense from Flipkart as "Flipkart Assured" products and has two warehouses inthe city of Hyderabad. Now the flipkart has been promoted the company status from Bronzeto Silver based on the Improvement in the sales and Seller Performance. With this productsof the company will have greater visibility and will improve the sales of the company.
Paytm.com: - With a license of Paytm Fulfillment Center Company's sales figureare augmented and to keep it constant
company has maintained a storehouse in Hyderabad city for this e-commerce giant. Itwill benefit to the company to provide services at large scale.
Snapdeal.com: - For this portal company has a specific distribution center inthe Hyderabad city by which company has touched the hearts of so many consumers and it isstill counting.
Olx.in: - The Company has covered all-most all the big e-commerce giants of thecountry and olx is one of them as olx has simple user interface and easy selling norms bywhich abundant sellers are registered company is getting good response from theconsumers.
Quikr.com: - One of the fastest reaching portal to the sellers and buyers of thecountry through which company has also maintained its footprints on this portal.
The categories under which the company has listed its products for sale onaforementioned portals are detailed below:
1. Large Appliances: - LED TVs Washing Machine Dishwasher Refrigerator AirConditioner etc.
2. Small Appliances: - Vacuum Cleaners Mixer Grinder Wet Grinder Geysers RoomHeaters etc.
3. Home & Kitchen Products: - Water Purifier Air Purifier Lunch Box Iron BoxThermo flask Sippers Cooktops Fans Toasters Hand Blenders Kettles etc.
4. Laptops & Desktops.
5. Computer Accessories: - Speakers Headphones Keyboards Cables etc.
6. Mobiles & Tablets: - IPhone iPad 10+ inch tablet Smartphones Feature Phonesetc.
7. Corporate Gifts: - Diaries Calendars Awards & Mementos T-Shirts CapsFestival Gifts Employee Gifts Dealer Gifts Pen Drives Power banks Electronic GiftsTable Top items Customized Gifts etc.
The Company is in constant process of increasing the number of products and categories.To sell quality of products company has partnered / associated with many manufacturersand brands includes but not limited to: -
Eureka Forbes Limited
Godrej Industries Limited
Reliance Retail Limited
IBM India Private Limited
Eveready Industries India Ltd
Portronics Digital Pvt. Ltd
V I P Industries Limited
Elgi Ultra Industries Limited
MMTC - PAMP India Private Limited
iBall (Best IT World India Private Limited)
Wildcraft India Private Limited
Redington (India) Limited
Ingram Micro India Private Limited.
The company has registered with all the warehouses of the Portals located in and aroundthe Hyderabad city and it has also initiated the process of setting up a branch office inthe states of Haryana Maharashtra and Karnataka and registering with the warehouses ofAmazon and other leading portals. With this the company plans to increase the speed ofdelivery of products to all the locations in India as it is able to stock products in allthe warehouses. Also by setting up offices in these states and maintaining stocks in theselocations the company expects to clock more sales and increase its operational efficiencyand bring down the operational costs as it plans to source the products locally from theselocations.
(2) B2B E-Commerce:
B2B marketing strategy is one of the fundamental ingredients for success in Business.Experts have predicted that India's B2B industry will be worth Rs.45 lakh Crore by 2020.And according to SME finance Companies this online industry is six time bigger than B2Cin India.
With such a huge market Nihar Info Global Ltd. is focusing on various aspects in theB2B eCommerce. Under the B2B eCommerce the Company is providing various items which isrequired and demanded by the customers. Also the Corporate Gifting Solutions to variousCorporates. The Company has a product portfolio of more than 10000 products for supplyingin bulk.
The company is also a seller on all the following portals of Amazon in outside India:
(4) Nihar Market eCenter (one stop shop for E-commerce E-Services and E-Movies):
The company has made technology platform ready for Nihar Market E-Center which is a onestop shop for E-commerce E- Services and E-Movies and will be through franchise conceptin India.
Nihar Market E-center- The Nihar Market eCenter it will be through Franchiseeinitially in the Hyderabad it will be expanded on PanIndia basis. The franchisee Centersof the Company will offer a wide range of Products and Services and will act as the LastMile Offline Touch Points. The Company has appointed KPMG to provide Advisory Services forReviewing the current Growth Strategy of eCommerce and eServices and Redesigning theGrowth Strategy and operationalizing the same.
The company plans to have a pilot launch of the Nihar Market eCenters in Hyderabad andlater expand to other locations in India. The company has signed agreements with variousaggregators and Manufacturers. It will provide both eServices and eCommerce. The e-centerwill provide more than 100 Services and more than 1000 products in course of time.
Nihar Market eCenter is One stop Shop for eCommerce eServices and eMovies. The companyhas following eCommerce Portals for dealing with different items.
The company has this portal for dealing with Mobiles Tablets and Laptops andNotebooks Accessories TV Peripherals and softwares.
This portal is designed for dealing with Gold and Silver items which provides varietyof items also required for day to day activities. It includes Coins Ingots in BarAccessories like Ice Jug Devotion like Idols and Puja items. Under Gift category itprovides Candle Stand Flower Vase in Kitchen and Dining items are Bowls Tray andPlatters and Office Accessories provides Book Mark Holder and Paper Cutter.
It includes featured products like LED Lights Furnitures. etc.
Makeadeal.in is an Online Product and Price Comparison Portal. The Portal has productsranging from all the categories.
The company has following eServices
1) Prepaid Postpaid and Landline Payments
It provides various recharges for Prepaid and Postpaid customers for all company users.The company is providing this services through franchisee center.
2) DTH Recharges
The company is providing DTH Recharges of various companies. Also providing serviceslike Bus Tickets Booking Online money transfer PAN Registration RTI Apply TrainTickets Booking Hotel Booking Flight Tickets Booking. These all services are useful forcustomers .
Details of Employees Stock Option Scheme:
The Board of Directors pleased to inform that the company has allotted shares underESOP which was approved the Scheme Nihar Employees Stock Option Plan 2015 in the AnnualGeneral Meeting of the 30th September 2015. Accordingly the Board ofDirectors of the company approved 3000000 Equity Shares under ESOP in that scheme.
From the above the company passed the resolution in its Board Meeting dated 14thFebruary 2018 for allotment of 500000 Equity shares having face value of Rs.10/- eachper share to the eligible employees for the benefit for them. The company is givingfollowing Details regarding the Employees Stock Option Scheme.
|a) Options Granted ||1536000 |
|b) Options Vested ||500000 |
|c) Options Exercised ||500000 |
|d) Total Number of shares arising as a result of exercise of Options ||2500000 |
|e) Option Lapsed ||Nil |
|f) the Exercise price ||Rs.10/- |
|g) variation of terms of options ||NA |
|h) money realized by exercise of options ||5000000 |
|i) total number of options in force ||1036000 |
|j) employee wise details of options granted to: || |
|i) KMP ||Nil |
|ii) any other employee who receives a grant of options in any one year of options amounting to five percent or more of options granted during the year. ||Nil |
|iii) identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. ||Nil |
The explanation and comments of the above ESOP given by the Auditor in the Auditor'sReport and Notes forming part of Audit Report.
Declaration by directors regarding statutory payments:
As regards the comments by the Auditor's Report regarding statutory dues we wish toinform you that the company will clear the statutory dues at the earliest possible. TheCompany has paid Rs. 499000 towards service tax during the period 2018-19.
Details of Associate Company
The Company has no subsidiary as on March 31 2018. Nihar Stocks Limited is anassociate company within the meaning of section 2(6) of the Companies Act 2013("Act") and its Summarized performance and financial position is given below(Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies act 2013read with Rule 5 of the Companies (Accounts) Rules 2014).
|Financial period ended- ||31st March 2018 |
|Share Capital- ||Rs 1525000 equity share capital |
|Reserves & Surplus- ||Rs. (1640331) |
|Total Assets- ||Rs. 53696920 |
|Total Liabilities ||Rs. 53812251 |
|(excluding share capital & Reserves & Surplus) Non Current Investments ||Rs 43097337 |
|Turnover ||Nil |
|Profit / Loss before taxation ||Rs. (412648) |
|Profit / (Loss) after taxation ||Rs. (412648) |
Disclosure Pursuant to clause 5A of the Listing Agreement
As per Clause 5A of the Listing Agreement inserted as per SEBI notification no:SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24 2009 the details in respect of the shareswhich were issued pursuant to the Composite Scheme of Amalgamation and Arrangement andlying in the suspense account till March 31 2018 is as under.
|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 ||832 ||38358 |
|Number of shareholders who approached issuer for transfer of shares from suspense account during the year ||7 ||1120 |
|Number of shareholders to whom shares were transferred from suspense account during the year ||7 ||1120 |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year ||825 ||37238 |
The Voting rights on the shares outstanding in the suspense account as on March 312018 shall remain frozen till the rightful owner of such shares claims the shares. Incompliance with the said requirements these shares are transferred into one folio in thename of Unclaimed Suspense Account.
INTERNAL CONTROL SYSTEM & ITS ADEQUACY
The Board of Directors is satisfied with the adequacy of the internal control system inforce in all its major areas of operations of the company. The company established andmaintaining effective control system. The Board of Directors possessing a sound workingknowledge of activities. The Company has an external Chartered accountant as internalauditor to evaluate and observe the system of internal control structure of a businessorganization and to determine whether the company's business policies and activities arefollowed or not. Also to observe and review the internal controls whether the work flowsof organization being done through the approved policies of the company and similarmatters. Internal Auditors present its report to the Audit Committee. The audit committeeassists the board of directors in monitoring the integrity of the financial statements andthe reservations if any expressed the company's auditors including the financialinternal and secretarial auditors based on their inputs the board is of the opinion thatthe company's internal controls are adequate and effective.
Directors Responsibility Statement
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
In preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations and disclosures relating to materialdepartures.
The directors have selected such accounting policies and applied themconsistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view to the state ofaffairs of the Company as on 31st March 2018 and of the profit of the Company for theperiod.
The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
The annual accounts have been prepared on a going concern basis.
The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Directors and key managerial personnel
Pursuant to the provisions of section 149 of the Act Mr. Jagadeeswara Rao Reddi Mr.J. Sundara Sekhar and Mr. Ajit Kumar Nagarani were appointed as independent directors.They have submitted a declaration that each of them meets the criteria of independence asprovided in section 149(6) of the Act and there has been no change in the circumstanceswhich may affect their status as independent director during the year. During the yearthe non-executive directors of the Company had no pecuniary relationship or transactionswith the Company other than the sitting fees and reimbursement of expenses incurred bythem for the purpose of attending meetings of the Company. Pursuant to the provisions ofsection 203 of the Act the key managerial personnel of the Company are- Mr. BodaSatyanaga Suryanarayana Managing Director Mr. Divyesh Nihar Boda Whole Time DirectorMs. Nithisha Boda Woman Director Ms. Ravulakollu lavanya Chief Financial Officer andMs. Anuja Jadhav Company Secretary.
In accordance with the provision of section 139 of the Companies Act 2013 and rulesmade thereunder the board on the recommendation of the Audit Committee has appointedM/s Lakshmi & Associates Chartered Accountant as the statutory auditors of theCompany for a term of 5 consecutive years upto the calendar year 2022.
Particulars of loans guarantees or investments under section 186
During the year the Company has not given any loans not made any investments norprovided any guarantees under section 186 of the companies Act 2013.
Declaration by Independent Directors
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(ListingObligations and Discloser Requirements) Regulations 2015.
Deposits from public
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
Corporate Social Responsibility
The company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within the purview of Section 135(1) of the companies Act 2013 andhence it is not required to formulate policy on corporate Social Responsibility.
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo Required Under the Companies (Accounts) Rules 2014
The Particulars with respect to Conservation of energy Technology observation andForeign exchange earnings and outgo as per Section 134(3) (M) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are given below:
Conservation of Energy: The operations of the Company are not energy intensiveand every effort has been made to ensure the optimal use of energy avoid waste andconserve energy by using energy efficient computers and equipment with latesttechnologies.
Research and Development: No amount was spent in Research and Development duringthe year 2017-18.
Technology Absorption: Your Company is constantly upgrading its technologicalexcellence with emerging technologies.
Exports and outgo: The company had a foreign exchange earning of Rs 10818855/-in 2017-2018.
Declaration from Managing Director & CFO Certification
The Chairman and Managing Director and the Chief Financial Officer of the Company giveannual certification on financial reporting and internal controls to the Board in terms ofRegulation 17(8) and part B OF Schedule II of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. The Chairman andManaging Director and the Chief Financial Officer also give quarterly certification onfinancial results while placing the financial results before the Board in terms ofRegulation 33(2) of Listing Regulations. The annual certificate given by the Chairman andManaging Director and the Chief Financial Officer is published in this Report.
Prevention of Insider Trading
The company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the directors and designated employees in accordancewith the SEBI (Prevention of Insider Trading) Regulations 2015.
The code requires pre-clearance for dealing in the company's share and prohibits thepurchase or sale of the Company's share by the directors and designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the trading window is closed. The Board is responsible for theimplementation of the code. All Board of Directors and designated employees have confirmedcompliance with the Code.
Your Directors would like to place on record deep appreciation to our ShareholdersCustomers and Bankers. Finally we appreciate and value the contributions made by all ouremployees.
For and on behalf of the Board of Directors
Place: Secunderabad Date: 29.08.2018
MR. BODA SATYANAGA SURYANARAYANA
(Managing Director) (DIN: 01499145)