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Nikki Global Finance Ltd.
|BSE: 531272||Sector: Financials|
|NSE: N.A.||ISIN Code: INE526C01012|
|BSE 00:00 | 10 Apr||Nikki Global Finance Ltd|
|NSE 05:30 | 01 Jan||Nikki Global Finance Ltd|
Nikki Global Finance Ltd. (NIKKIGLOBFIN) - Director Report
Company director report
Your Directors have pleasure in presenting the 32nd Annual Report togetherwith the Audited Statement of Accounts for the year ended on 31st March 201S.The report also includes the Management discussion and Analysis Report in accordance withthe guidelines of Corporate Governance.
Financial Results of the Company for the year under review alongwith figures for theprevious year are as follows:
Amount in (Rs.)
The Company has no public deposits as on date and will not accept any deposits withoutprior approval of the Statutory Authorities concerned.
Due to conserve the funds of the Company The Board of Directors does not recommend anydividend.
CHANGES IN SHARE CAPITAL:
During the year there has been no change in Share Capital.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of loans or guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 have been disclosed in the financial statements.
During the year there has been no change in investments of the Company and the changesin loans or guarantees have been disclosed in financial statements.
STATE OF THE COMPANYS AFFAIRS AND NATURE OF BUSINESS:
Your Directors are to report that the companys sale turnover during the yearunder review has increased to Rs. 24110150.55 from Rs. 21797261.00 during the previousfinancial year. The Profit before depreciation & tax during the year has howeverdecreased to Rs. 406738.71 as against profit of Rs. 810958.00 in the previous year.The Profit after Tax has also decreased similarly to Rs.406696.57 as against profit ofRs. 761416.00 of the previous year. Further there has been no change in nature ofbusiness of the Company during the year.
TRANSFER TO RESERVES:
Net Profit earned during the financial year 2017-18 has been transferred to reservesand surplus account.
MATERIAL CHANGES AND COMMITEMENTS:
There have been no material changes and commitments during the year.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Auditors is subjectto provisions of the Companies Act 2013 and rules made thereunder. To maintain itsobjectivity and independence the Internal Audit function reports to the Chairman of theAudit Committee of the Board and to the Managing Director.
The Internal Audit Department monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Shashwat Agarwal (DIN: 00122799) retires by rotation and being eligible offershimself for re-appointment. Your Directors recommend his re-appointment.
Subject to the provisions of Companies Act 2013 readwith rules made thereunder andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 The Board ofDirectors of the Company have an optimum constitution.
The Members of the Company at the Annual General Meeting held on September 29 2017approved appointment of:
(a) Mr. Ashesh Agarwal who was liable to retire at the last AGM held in the year 2017.
Declaration by the Independent Directors of the Company:
Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and there has been no change in the circumstances from last FinancialYear which may affect their status as Independent Director during the year.
As required under Regulation 36 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the particulars of theDirectors proposed for appointment/re-appointment has been given in the Notice of theAnnual General Meeting.
Key Managerial Personnel:
There have been no changes in Key Managerial Personnel(s) during the financial year2017-18 except Mr. Mohit Choudhary Company Secretary cum Compliance Officer has resignedthe Company w.e.f. 31st July 2017 and the Board of Directors of the Companyappointed Ms. Radhika Jhunjhunwala as Company Secretary cum Compliance Officer of theCompany w.e.f. 15lh day of January 2018 who also resigned the Company w.e.f.23rd day of April 2018.
Two other Key Managerial Personnel Mr. Ashesh Agarwal Managing Director and Mr.Sanjay Jain Chief Financial Officer of the Company are continuing their offices in theCompany.
The Board of Directors of the Company has re-appointed Mr. Ashesh Agarwal as ManagingDirector of the Company tenure of Mr. Ashesh Agarwal was liable to expire on August 312018 subject to approval of the members of the Company at their ensuing Annual GeneralMeeting the same agenda item is being sent to members for their consideration andapproval at ensuing Annual General Meeting.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Companies Act2013 readwith rules made thereunder and under Regulation 16 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a w'hole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the beard meeting that followed by the meetingof the independent Directors at which the performance of the Board its committees andindividual directors was also discussed.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:
a. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any;
b. that directors have selected such accounting policies and applied consistently andjudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with provisions of this Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities:
d. The Directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down such internal financial controls that are adequate andoperating effectively;
f. The Directors have devised systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
AUDITORS & AUDITORS REPORT:
The Members of the Company at their Annual General Meeting held on September 29 2017approved appointment of M/s Rajani Mukesh & Associates Chartered Accountants (ICAIFirm Registration No. 004072C) as Statutory Auditor of the Company to hold
office as Statutory Auditor for 5 (five) years till the conclusion of 36thAnnual General Meeting of the Company to be held in the year 2022 subject to ratificationat each and every intervening Annual General Meeting of the Company. The Board hasrecommended ratification of appointment of M/s Rajani Mukesh & Associates CharteredAccountants as statutory auditor of the Company until the conclusion of next AnnualGeneral Meeting of the Company. In this connection the attention of the Members isinvited for approval of Item No. 3 of the Notice for ratification of re-appointment ofStatutory.
The Company has received a letter from statutory auditors to the effect that theirreappointment if made would be within the provision prescribed under Section 139 141and 144 of the Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014.
The auditors report does not contain any qualifications reservations or adverseremarks and Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013.
SECRETARIAL AUDITORS REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company had appointed Ms. Neha Jain Practising Company Secretary Kanpurto undertake the Secretarial Audit of the Company for the Financial Year 2017- 18. TheSecretarial Audit Report for financial year 2017-18 is annexed which forms part of thisreport as Annexure-A.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. Further therewere no materially significant with the related party transactions during the year made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons. Since there were no material contracts/arrangements made during the year andall such contracts/arrangements were made in ordinary course of business and at armslength basis and details of such transactions have been given in financial statements ofthe Company and this fact has been mentioned in attached Annexure-B in FORM AOC- 2.Details of all such contracts/arrangements are available for inspection at the RegisteredOffice of the Company till ensuing Annual General Meeting and if any member is interestedin inspecting the same such member may write to the Company Secretary in advance.
CODE OF CONDUCT:
All the Members of the Board and all the employees of the Company have followed thepolicy of Code of Conduct in the course of day to day business operations of the Company.The Code has been placed on the Companys website
particular on matters relating to integrity in the work place in business practicesand in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
There are no Subsidiaries Joint Ventures or Associate Companies.
The Audit Committee comprises of Independent Directors namely Mr. Gaya Prasad GuptaMr. Subodh Agarwal Mr Manoj Kumar and Mr. Shashwat Agarwal as Executive Director of theCompany.
The Audit Committee played an important role during the year. It coordinated with theStatutory Auditors Internal Auditors and other key Managerial Personnel of the Companyand has rendered guidance in the areas of internal audit and control finance andaccounts.
All the recommendations made by the Audit Committee were accepted by the Board. Fourmeetings of the Audit Committee were held during the year.
Stakeholders Relationship Committee:
The Committee has met four times during the year the Committee overlook the usualrequests received for Dematerialization transfer/transmission of shares and resolved oranswered the complaints of members.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee recommends to the Board the suitability ofcandidates for appointment as Key Managerial Personnel Directors and the remunerationpackages payable to them and other employees. The Nomination and Remuneration met fourtimes during the year.
Vigil Mechanism / Whistle Blower Policy:
The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as theWhistle Blower Policy for its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Companys Code ofConduct. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.
Accordingly Whistle Blower Policy' has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Ethics.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
Number of Meetings of the Board:
Ten meetings of the board were held during the year. For details of the meetings of theboard please refer to the corporate governance report which forms part of this report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
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 of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company. The Board is responsible for implementation of the Code. All Board Directorsand the designated employees have confirmed compliance with the Code.
Business Risk Management:
The main identified risks at the Company are business operating risks. Your Company hasestablished a comprehensive business risk management policy to ensure the risk to theCompany's continued existence as s going concern and to its development are identified andaddressed on timely basis. Risk management strategy as approved by the Board of Directorsis implemented by the Company Management.
Corporate Social Responsibility Statement:
The Corporate Social Responsibility is not applicable on the Company.
Information Pursuant to Section 134 (3) of the Companies Act 2013:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees particulars which is available for inspection by themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the Company Secretary in advance.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT-9 are annexedto this Report as Annexure-C
Independent Directors Meeting:
The Independent Directors met on 29th March 2018 without the attendance ofNon- Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.
Energy Consenation Technology Absorption Foreign Exchange Earnings and Outgo:
The information required under Section 134(3)(M) of the Companies Act 2013 read withRule 8(3) of The Companies (Accounts) Rules 2014 is as under:-
A CONSERVATION OF ENERGY
a) Energy Conservation Measures taken: The Company has taken all measures forconservation of energy most economically.
b) The steps taken by the Company for utilizing alternate source of energy:- No suchsteps have been taken by the Company.
c) The capital Investments on energy conservation equipments: - No such investment hasbeen made by the Company
d) Impact of measures at (a) above for energy conservation: -These measures have led toconsumption of energy more economically.
[BI TECHNOLOGY ABSORPTION:
Since there is no manufacturing activity in the Company hence the information underthis heading is not applicable to the Company
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO :
During the year there were no Foreign Exchange earnings and outgo.
Corporate Governance and Management Discussion and Analysis Report:
Separate reports on Corporate Governance compliance and Management Discussion andAnalysis as required under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 which forms part of this Annual Report alongwith the Certificate from Statutory Auditors of the Company regarding compliance of theconditions of Corporate Governance as stipulated in Chapter IV of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
In compliance with Corporate Governance requirements your Company has formulated andimplemented a Code of Business Conduct and Ethics for all Board members and seniormanagement personnel of the Company who have affirmed the compliance thereto.
Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and companys operations in future:
There were no such order passed by the Regulations or Courts or Tribunals which mayimpact the going concern status and companys operations in future.
Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013:
The Company has Sexual Harassment Policy in place and available on the Companyswebsite www.nikkiglobaI.com. During the yearunder review there were no complaints from any of the employee.
Your directors take this opportunity to extend their thanks to the customers businesspartners business associates and bankers of the Company for their continued supportduring the year. The directors also sincerely acknowledge the dedication and commitment ofthe employees of the company at all levels.
Date: 28.08.2018 Place: New Delhi