Your Directors herewith present 34th Annual Report together with the AuditedStatements of accounts for the Financial Year ended on 31st March 2017.
SUMMARY OF FINANCIAL RESULTS:
During the year under review the Company has shown notable performance. The extractsof financial results 2016-17 are as under:
(Rs. In Lacs)
|Particulars ||Current Year 2016-17 ||Previous Year 2015-16 |
| ||Rs. ||Rs. |
|Total Income ||15044954 ||34330040 |
|Financial Expenses ||43189 ||26879 |
|Depreciation ||- ||- |
|Profit / (Loss) Before Taxation ||1645943 ||43712 |
|Provision for Income Tax ||537335 ||11500 |
|Provision for Deferred Tax ||- ||- |
|Profit after Taxation ||1108608 ||32212 |
|Prior Period Adjustment ||- ||- |
|Transfer to Special Reserve ||- ||- |
|Surplus brought forward ||638305 ||605823 |
|Balance Carried to Balance Sheet ||1746643 ||638035 |
REVIEW OF OPERATIONS:
During the year under review your Company has earned revenue from operations amountingto Rs. 1.50 Cr as compared to Rs. 3.43 Cr in the previous financial year and registeredthe net profit after tax for the financial year 2016-17 is Rs. 6.38 Lakhs as compared toRs. 0.32 Lakh for FY 2015-16.
Company has managed to earned notable profit during the year. How considering thefuture requirements for funds Company wish to conserve the funds and hence do notrecommend any Dividend.
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT
There are no material change and commitment affecting the financial position ofCompany which has occurred between the end of financial year of the Company to which thefinancial statements relate and the date of this report other than those disclosed in theAnnual report.
MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated in Schedule V of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report forms part of this AnnualReport.
CHANGE IN NATURE OF BUSINESS
During the period under review the Company has not changes its nature of business.
DEPOSITS AND LONG TERM BORROWINGS:
During the year Company has not accepted any Deposits or long term borrowings from anyperson except unsecured Inter Corporate Loans.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the year Company has not entered in to any related party transactions asprescribed under Companies Act 2013 and hence no disclosures in that regard is provided.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2016-17 the Board of Directors states that:
a) in preparation of the annual accounts the applicable accounting standards have beenfollowed and there are no material departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2017 and ofthe profits for the year ended 31st March 2017;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.
SUBSIDIARIES AND JOINT VENTURE
Company does not have any subsidiary companies. Company has not made any investment inJoint Venture.
ENVIRONMENT. HEALTH AND SAFETY IEHS)
The Company accords the highest priority to health environment and safety. The Companydoes not carry on manufacturing operations. The Company takes at most care for theemployees and ensures compliance with the applicable rules and regulation applicable tothe Company.
In pursuance of Regulation 27 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 shall be applicable those companies having paid up equityshare capital exceeding Rs.10 crore or Net Worth exceeding Rs. 25 crore as on the lastday of the previous financial year. The paid up share capital and net worth of yourcompany do not come under the purview of applicability of Regulation 27 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015. Therefore separate report ofcorporate governance is not attached herewith.
In spite of above said SEBI circular Your Company adopts best practices for corporategovernance disclosure standard and enhanced shareholder value while protecting theinterest of all other stakeholders including clients its employee. This has enabled yourCompany to earn the trust and goodwill of its investors business partners employees andthe communities in which it operates. Your directors believe that Company profitabilitymust go hand in hand with a sense of responsibility towards all stakeholders employee andcommunities.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Companies Act 2013 and rules framed there under with regard toCorporate Social Responsibility do not apply to the Company and hence no disclosure havemade in that regard.
DIRECTORS AND KEY MANAGARIAL PERSONNEL:
Mr. Ashishbhai Jitendrabhai Joshi and Mr. Chetankumar Chovatiya earlier during August2016 had made Open offer for acquiring 2002000 Equity Shares of INR 10/- eachrepresenting 26% of Paid up Share Capital of the Company to the shareholders of NishthaFinance and Investment (India) Limited (NFIL) pursuant to Regulation 3 and 4 of SEBI(SAST) Regulations 2011 for acquiring Management of the Company. In that regard pursuantto proviso to Regulation 24(1) of SEBI (SAST) Regulation 2011 the proposed new managementhave reconstituted the Board of Company and appointed the New Directors representing newmanagement of the Company in the Board Meeting held on 06th October 2016 and 14thNovember 2016. Such Directors so appointed in the Board Meeting are entitled to hold theoffice of Director till the ensuing Annual General Meeting. The Company has receivednotice from members proposing their appointment on the Board of Company. Details requiredto be provided to shareholders under Regulation 36(3) of SEBI (LODR) Regulations 2015 forall Directors are provided in the explanatory statement attached to the Notice of AnnualGeneral Meeting.
APPOINTMENT AND RESIGNATION:
The following Directors were appointed by the Board of Directors:
|Name ||Date of Appointment ||Designation |
|Ashishbhai Jitendrabhai Joshi ||14.11.2016 ||Managing Director and CEO |
|Jitendra Shankarlal Joshi ||14.11.2016 ||Additional Director |
|Chetankumar Chovatiya ||14.11.2016 ||Additional Director |
|Chunilal Vrujlal Chovatiya ||14.11.2016 ||Additional Director |
|Miraben Chetankumar Chovatiya ||14.11.2016 ||Additional Director |
|Nikul Haribhai Chovatiya ||14.11.2016 ||Additional Director |
|Sanjaybhai Vrujlal Chovatiya ||14.11.2016 ||Additional Director |
|Bhargavkumar Jaysukhbhai Undhad ||11.05.2017 ||Independent Director |
|Piyush Rameshbhai Bhuva ||11.05.2017 ||Independent Director |
|Jayeshbhai Kantilal Paghdar ||11.05.2017 ||Independent Director |
There are no Director on the Board whose term expires at this ensuing Annual GeneralMeeting and hence the Board does not recommend any Reappointment of Directors.
DIRECTORS RETIRING BY ROTATION:
There are no directors of the Company whose period of office is liable to determinationby retirement of Directors by rotation.
Pursuant to Change of Management of the Company following Directors representing oldmanagement of the Company resigned from Board:
|Name ||Date of Resignation ||Designation |
|Lavekush Gadiya ||14.11.2016 ||Whole Time Director |
|Snehlata Gadiya ||14.11.2016 ||Director |
|Ramkaran Hirvey ||21.10.2016 ||Independent Director |
|Kanhaiyalal ||21.10.2016 ||Independent Director |
|Sandeep Jaiswal ||21.10.2016 ||Independent Director |
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2017-18 confirming that they meetthe criteria of independence as prescribed under the Act and Clause 49 of erstwhileListing Agreement now SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.
POLICY ON DIRECTORS' APPOINTMENT:
Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the criteria and process foridentification / appointment of Directors which are as under:
Criteria for Appointment:
A) The proposed Director shall meet all statutory requirements and should:
- Possess highest values ethics and integrity.
- Not have any direct or indirect conflict with business operations.
- Be willing to devote time and efforts. 21
- Have relevant experience.
- Have understanding about corporate functionality.
- Understand real value of stakeholders.
Process for identification of Directors / Appointment of Directors:
- Board Members may suggest any potential person to the Chairman of the Company meetingthe above criteria. If the chairman deems fit recommendation will be made by him to NRC.
- Chairman himself can also recommend a person to NRC.
- NRC shall process and evaluate the proposal and shall submit their recommendation toBoard.
- Board shall consider such proposal on merit and decide suitably.
Criteria for Performance Evaluation:
The Board considered and approved criteria for performance evaluation of itself andthat of its committees and individual directors as follow:
Criteria for Board Evaluation:
- Focus on strategic decisions.
- Qualitative discussion and processes.
Criteria for Committee Evaluation:
- Fulfillment of allotted responsibilities.
- Effectiveness of recommendation meetings.
Criteria for Independent and Non Independent Directors' evaluation:
- Contribution through their experience and expertise.
- Focus on Stakeholders' interest.
MANNER OF EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. During the year under reviewthe Board met Eleven times respectively on 20.04.2016 30.05.2016 11.07.2016 12.08.201617.08.2016 31.08.2016 06.10.2016 21.10.2016 14.11.2016 14.02.2017 and 16.03.2017.
NOMINATION & REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
During the year none of the Directors of the Company was paid any remuneration. Hencedisclosure under provisions of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 havenot been provided.
The Members of the Company in their last Annual General Meeting appointed M/s Sudhir S.Shah & Co. Chartered Accountant Ahmedabad (FRN 124580W) as statutory auditor of theCompany for the term of Five years.
The Board of Directors have received proposal and consent from M/s S. D. Mehta &Co. Chartered Accountants Ahmedabad (FRN. 137193W) holding valid peer reviewcertificate and in respect of whom the Company has received a notice under Section 140(4)of the Act proposing their appointment in place of M/s Sudhir D Shah & Co CharteredAccountants Ahmedabad. Hence the Board of Directors recommend appointment of M/s S. D.Mehta & Co as Statutory Auditor of the Company for the term of Five Years subject toratification by the members in every Annual General Meeting.
The Auditors' report for financial year 2016-17 is self explanatory and forms part ofthis Annual Report and does not contain any qualification reservation or adverse remark.
Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors has appointed Mr. Viral Ranpura Company Secretary as Secretarial Auditorsof the Company for FY 2016 17. A Secretarial Audit Report for FY 2016-17 is annexedherewith as Annexure II. There are no adverse observations in the Secretarial Audit Reportwhich call for explanation.
AUDIT AND RISK MANAGEMENT:
During the year the Board reviewed the decision taken by it regarding the role of RiskManagement being carried out by the Audit Committee and after detailed deliberation it wasdecided that the Audit Committee of the Board shall continue to play the role of RiskManagement Committee and be called as Audit and Risk Management Committee unless otherwisedecided by the Board.
|Name of Director ||Category of Directorship |
|Mr. Ramkaran Hirvey * ||Chairman - Independent Director |
|Mr. Sandeep Jaiswal * ||Member - Independent Director |
|Mr. Lavekush Gadiya ** ||Member - Director |
|Mr. Ashish Joshi # ||Member - Director |
|Mr. Jitendra Joshi # ||Member - Director |
|Mr. Chetan Chovatiya # ||Member - Director |
* Directors resigned from the Board w. e. f. 21st October 2016 and henceceased to be the members of Committee.
** Mr. Lavekush Gadiya ceased to be Director from the Board w. e. f. 14thNovember 2016 and hence ceased to be the member of Board.
# Directors were appointed on the Board of Company w. e. f. 14th November2016.
COMPOSITION OF REMUNERATION AND NOMINATION COMMITTEE:
The Remuneration and Nomination Committee as on 31.03.2017 is composed of threeDirectors including Mr. Chetan Chovatiya as Chairman and Mr. Ashish Joshi and Mr. JiendraJoshi as Members.
COMPOSITION OF INVESTOR AND SHAREHOLDER GRIEVANCES COMMITTEE:
The Investor and Shareholder Grievances Committee as on 31.03.2017 is composed of threeDirectors including Mr. Chetan Chovatiya as Chairman and Mr. Ashish Joshi and Mr. JiendraJoshi as Members.
The provisions of Regulation 22 of SEBI (LODR) Regulations 2015 are not applicable tothe Company. However Company has established whistle Blower Policy as matter of GoodGovernance.
RISK MANAGEMENT POLICY:
The Company has a Risk Management Policy that defines the policies lays out thestrategies and methodology to decide on the risk taking ability of the organization. TheCompany constantly reviews its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has in placeadequate systems to ensure compliance with all regulatory and statutory matters reviewsthe same on a periodic basis and takes appropriate corrective action when necessary.
CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNIGS AND OUTGO:
During the financial year 2016-17 Company has not undertaken any manufacturingoperations. Company has neither earned nor spent anything in foreign currency. Hence nodisclosure is required under this head pursuant to Companies (Accounts) Rules 2014.
The extract of the Annual Return in Form MGT-9 is annexed as Annexure III to thisDirectors' Report and forms part of Annual Report.
ALLOTMENT OF SHARES AND CHANGE OF MANAGEMENT.
Mr. Ashishbhai Jitendrabhai Joshi and Mr. Chetankumar Chovatiya earlier during August2016 had made Open offer for acquiring 2002000 Equity Shares of INR 10/- eachrepresenting 26% of Paid up Share Capital of the Company to the shareholders of NishthaFinance and Investment (India) Limited (NFIL) pursuant to Regulation 3 and 4 of SEBI(SAST) Regulations 2011 for acquiring Management of the Company.
On receiving approval from the Securities and Exchange Board of India Mr. AshishbhaiJitendrabhai Joshi and Mr. Chetankumar Chovatiy have become the new promoters of theCompany.
During the year there is no allotment of shares.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder.
During the financial year 2016-17 the Company has not received any complaints onsexual harassment.
H) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED
Particulars of loans given investments made and guarantees given are provided in thefinancial statements.
APPRECIATION AND ACKNOWLEDGMENT
The Directors feel pleasure thanking all the stakeholders who have reposed their faithin the management and the company and for their valuable support and cooperation.
By Order Of The Board
For Nishtha Finance and Investment India Limited
Chairman & Managing Director