Your Directors have pleasure in presenting the 33 Annual Reporttogether with the Audited Statement of Accounts for the year ended on 3l March2019. The report also includes the Management discussion and Analysis Report in accordancewith the guidelines of Corporate Governance.
Financial Results of the Company for the year under review alongwithfigures for the previous year are as follows:
| ||Amount in (Rs.) |
|PARTICULARS ||FINANCIAL YEAR ENDED |
| ||31.03.2019 ||31.03.2018 |
|Total Revenue ||17651056.19 ||26930811.75 |
|Total Expenses || |
|Profit before Depreciation and Tax (PBT) ||7370.02 ||406738.71 |
|Less: Depreciation ||0.00 ||0.00 |
|Profit before Tax ||7370.02 ||406738.71 |
|Less: Provision for taxation (including deferred thx) ||1915.82 ||42.14 |
|Profit after Tax (PAT) ||5454.02 ||406696.57 |
|EPS (Basic) ||0.00 ||0.12 |
|Diluted ||0.00 ||0.12 |
The Company has not accepted any deposit from public/shareholders inaccordance with Section 73 & 76 of the Companies Act. 2013 and as such no amount onaccount of principal or interest on public deposits was outstanding on the date of theBalance Sheet.
Due to conserve the funds of the Company The Board of Directors doesnot recommend any dividend.
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 underthe provisions of Section 186 of the Companies Act 2013 have been disclosed in thefinancial statements.
During the year there has been no change in investments of the Companyand the changes in loans or guarantees have been discloed in financial statements.
STATE OF THE COMPANY'S AFFAIRS AND NATURE OF BUSINESS:
Your Directors are to report that the company's sale turnover duringthe year under review has decreased to Rs. 17651056.19 from Rs. 26930811.75during the previous financial year. The Profit before depreciatidn & tax during theyear has however decreased to Rs. 7370.02 as against profit of Rs. 406738.71 in theprevious year. The Profit after Tax has also decreased similarly to Rs. 5454.20 asagainst profit of Rs. 406696.57 of the previous year. Further there has been nochange in nature of business of the Company during the year.
TRANSFER TO RESERVES:
Net Profit earned during the financial year 2018-19 has beentransferred to Reserve and Surplus Account during the Year.
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 thesize scale and complexity of its operations. The scope and authority of the InternalAuditors is subject to provisions of the Companies Act 2013 and rules made thereunder. Tomaintain its objectivity and independence the Internal Audit function reports to theChairman of the Audit Committee of the Board and to the Managing Director.
The Internal Audit Department monitors and evaluates the efficiency andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company. Based on the report of internal auditfunction process 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. Ashesh Agarwal (DIN: 02319026) retires by rotation and beingeligible offers himself for re-appointment. Your Directors recommend his re-appointment.
Subject to the provisions of Companies Act 2013 readwith rules madethereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015The Board of Directors of the Company have an optimum constitution.
The Members of the Company at the Annual General Meeting held onSeptember 28 2018 approved appointment of:
(a) Mr. Shashwat Agarwal who. was liable to retire at the last AnnualGeneral Meeting held in the year 2018.
Declaration by the Independent Directors of the Company:
Your Company has received declarations frqm all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and underRegulation 16 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and there has been no change in thecircumstances from last Financial Year which may affect their status as IndependentDirector during the year.
As required under Regulation 36 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the particularsof the Directors proposed for appointment/re-appointment has been given in the Notice ofthe Annual General Meeting.
Key Managerial Personnel:
There have been no changes in Key Managerial Personnel(s) during thefinancial year 2017-18 except Ms. Radhika Jhunj hunwala who has resigned from the post ofCompany Secretary cum Compliance Officer w.e.f. 23' day of April 2018 and the Board hasappointed Ms. Disha Bajpai as Company Secretary cum Compliance Officer of the Companyw.e.f. October 16 2018. Tenure of Mr. Ashesh Agarwal was liable to expire on 31StAugust 2018 who was re-appointed by the Board before expiry of his tenure andthe same was confirmed by the members of the Company at Annual General Meeting of theCompany held in the year 2018.
Two other Key Managerial Personnel Mr. Ashesh Agarwal ManagingDirector and Mr. Sanjay Jam Chief Financial Officer of the Company are continuing theiroffices in the Company.
The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theCompanies Act 2013 readwith rules made thereunder and under Regulation 16 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of the criteria such as the Board compositionand structure effectiveness of Board processes information and functioning etc.
The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.
In a separate meeting of independent Directors performance ofnon-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of 'executive directors andnon-executive directors. The same was discussed in the board meeting that followed by themeeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability state the following:
a. that in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b. that directors have selected such accounting policies and appliedconsistently and judgements and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period;
c. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The Directors have prepared the annual accounts on a going concernbasis;
e. The Directors have laid down such internal financial controls thatare adequate and operating effectively;
f. The Directors have devised systems to o ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
AUDITORS & AUDITOR'S REPORT:
The Members of the Company at their Annual General Meeting held onSeptember 29 2017 approved appointment of M/s Rajani Mikesh & Associates CharteredAccountants (ICAl Firm Registration No. 004072C) as Statutory Auditor of the Company tohold office as Statutory Auditor for 5 (five) years till the conclusion of 36th AnnualGeneral Meeting of the Company to be held in the year 2022 subject to ratification at eachand every intervening Annual General Meeting of the Company. The Board has recommendedratification of appointment of M/s Rajani Mukesh & Associates Chartered Accountantsas statutory auditor of the Company until the conclusion of next Annual General Meeting ofthe Company. In this connection the attention of the Members is invited for approval ofItem No. 3 of the Notice for approval/confirmation/ratification of re-appointment ofStatutory Auditor of the Company.
The Company has received a letter from statutory auditors to the effectthat their reappointment if made would be within the provision prescribed under Section139 141 and 144 of the Companies Act 2013 read with Companies (Audit & Auditors)Rules 2014.
The auditor's report does not contain any qualifications reservationsor adverse remarks and Notes to the financial statements referred. in the Auditors Reportare self-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013.
SECRETARIAL AUDITOR'S REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013and the rules made thereunder the Company had appointed Ms. Neha Jam Practising CompanySecretary Kanpur to undertake the Secretarial Audit of the Company for the Financial Year2018-19. The Secretarial Audit Report for financial year 2018-19 is annexed which formspart of this report as Annexure-A. The Board discussed remark given by SecretarialAuditor and noted that since the website of the company was under process of periodicmaintenance therefore all its contents could not be verified by Secretarial Auditorhenceforth she has given this remark though later on after updating website she hasfound it proper and according to provisions of the Act and SEBI Regulations.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.Further there were no materially significant with the related party transactions duringthe year made by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons. Since there were no material contracth/arrangements made during theyear and all such contracts/arrangements were made in ordinary course of business and atarm's length basis and details of such transactions have been given in financialstatements of the Company and this fact has been mentioned in attached Annexure-B in FORMAOC-2. Details of all such contracts/arrangements are available for inspection at theRegistered Office of the Company till ensuing Annual General Meeting and if any member isinterested in inspecting the same such member may write to the Company Secretary inadvance.
CODE OF CONDUCT:
All the Members of the Board and all the employees of the Company havefollowed the policy of Code of Conduct in the course of day to day business operations ofthe Company. The Code has been placed on the Company's website www.nikkiglobal.com. TheCode lays down the standard procedure of business conduct which is expected to be followedby the Directors and the designated employees in their business dealings and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders.
All the Board Members and the Senior Management personnel haveconfirmed compliance with 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. GayaPrasad Gupta Mr. Subodh Agarwal Mrs. Kavita Awasthi and Mr. Shashwat Agarwal asExecutive Director of the Company.
The Audit Committee played an important role during the year. Itcoordinated with the Statutory Auditors Internal Auditors and other key ManagerialPersonnel of the Company and has rendered guidance in the areas of internal audit andcontrol finance and accounts.
All the recommendations made by the Audit Committee were accepted bythe Board. Four meetings of the Audit Committee were held during the year.
Stakeholders Relationship Committee:
The Committee has met four times during the year the Committeeoverlook the usual requests received for Dematerialization transfer/transmission ofshares and resolved or answered the complaints of members.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee recommends to the Board thesuitability of candidates for appointment as Key Managerial Personnel Directors and theremuneration packages payable to them and other employees. The Nomination and Remunerationmet four times during the year.
Vigil Mechanism / Whistle Blower Policy:
The Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Company has established a vigil mechanism to be knownas the 'Whistle Blower Policy' for its Directors and employees to report instances ofunethical behavior actual or suspected fraud or violation of the Company's 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 toprovide a mechanism for the Directors and employees of the Company to approach the Ethics.
The purpose of this policy is to provide a framework to promoteresponsible and secure whistle blowing. It protects employees willing to raise a concernabout serious irregularities within the Company.
Number of Meetings of the Board:
Ten meetings of the board were held during he year. For details of themeetings of the board please refer to the corporate governance report which forms partof this report. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.
Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company. The Board is responsible for implementation of the Code. AllBoard Directors and 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 has established a comprehensive business risk management policy to ensure therisk to the Company's continued existence as s going concern and to its development areidentified and addressed on timely basis. Risk management strategy as approved by theBoard of Directors is 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 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anymember is interested in inspecting the same such member may write to the CompanySecretary in advance.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in FormMGT-9 are annexed to this Report as Annexure-C.
Independent Directors Meeting:
The Independent Directors met on 29th March 2019without the attendance of Non-Independent Directors and members of the. Management. TheIndependent Directors reviewed the performance of non-independent directors and the Boardas a whole; the performance of the Chairman of the Company taking into account the viewsof Executive Directors and Non-Executive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
Energy Conservation Technology Absorption Foreign Exchange Earnings andOutgo:
The information required under Section 134(3)(M) of theCompanies Act 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 is asunder:-
[A] CONSERVATION OF ENERGY
a) Energy Conservation Measures taken: The Company has taken allmeasures for conservation of energy most economically.
b) The steps taken by the Company for utilizing alternate source ofenergy:- No such steps have been taken by the Company.
c) The capital Investments on energy conservation equipments: -No suchinvestment has been made by the Company
d) Impact of measures at (a) above for energy conservation: -Thesemeasures have led to consumption of energy more economically.
[B] TECHNOLOGY ABSORPTION:
Since there is no manufacturing activity in the Company hence theinformation under this 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 ManagementDiscussion and Analysis as required under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 which forms part of this AnnualReport along with the Certificate from Statutory Auditors of the Company regardingcompliance of the conditions of Corporate Governance as stipulated in Chapter IV of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
In compliance with Corporate Governance requirements your Company hasformulated and implemented a Code of Business Conduct and Ethics for all Board members andsenior management personnel of the Company who have affirmed the compliance thereto.
Details of significant and material orders I)ased by theRegulators or Courts or Tribunals impacting the going concern status and company'soperations in future:
There were no such order passed by the Regulations or Courts orTribunals which may impact the going concern status and company's operations in future.
Disclosure under Sexual Harassment of Women at Workplace(Prevention
Prohibition and Redressal) Act 2013:
The Company has Sexual Harassment Policy in place and available on theCompany's website www.nikkiglobal.com. During the year under review there were nocomplaints from any of the employee.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDERSUBSECTION (12) OF SECTION 143 IF ANY: NIL/NOT APPLICABLE
MAINTENANCE OF COST RECORDS BY THE COMPANY:
The provision realting to maintenance of Cost Records by the Company isnot applicable on the Company.
Your directors take this opportunity to extend their thanks to thecustomers business partners business associates and bankers of the Company for theircontinued support during the year. The directors also sincerely acknowledge the dedicationand commitment of the employees of the company at all levels.
| ||(Aesh Agarwal) ||(Ga)tdta) |
| ||Managing Director ||Director |
| ||DIN: 02319026 ||DIN: 00335302 |
|Date: 26.08.2019 || || |
|Place: New Delhi || || |