You are here » Home » Companies » Company Overview » Nishtha Finance & Investment (India) Ltd

Nishtha Finance & Investment (India) Ltd.

BSE: 539311 Sector: Financials
NSE: N.A. ISIN Code: INE217Q01018
BSE 00:00 | 13 Sep 15.00 0
(0.00%)
OPEN

15.00

HIGH

15.00

LOW

15.00

NSE 05:30 | 01 Jan Nishtha Finance & Investment (India) Ltd
OPEN 15.00
PREVIOUS CLOSE 15.00
VOLUME 1
52-Week high 16.05
52-Week low 14.25
P/E 88.24
Mkt Cap.(Rs cr) 12
Buy Price 14.50
Buy Qty 1.00
Sell Price 15.00
Sell Qty 1149.00
OPEN 15.00
CLOSE 15.00
VOLUME 1
52-Week high 16.05
52-Week low 14.25
P/E 88.24
Mkt Cap.(Rs cr) 12
Buy Price 14.50
Buy Qty 1.00
Sell Price 15.00
Sell Qty 1149.00

Nishtha Finance & Investment (India) Ltd. (NISHTHAFINANCE) - Director Report

Company director report

Dear Members

Your Directors herewith present 35th Annual Report together with the Audited Statementsof accounts for the Financial Year ended on 31st March 2018.

SUMMARY OF FINANCIAL RESULTS:

During the year under review the Company has shown notable performance. The extractsof financial results 2017-18 are as under:

Particulars Current Year 2017-18 Previous Year 2016-17
Rs. Rs.
Total Income 8320437 15044954
Financial Expenses - 43189
Depreciation - -
Profit/(Loss) Before Taxation 1304674 1645943
Provision for Income Tax 340801 537335
Provision for Deferred Tax - -
Profit after Taxation 964073 1108609
Prior Period Adjustment - -
Transfer to Special Reserve - -
Surplus brought forward 1746643 638035
Balance Carried to Balance Sheet 2710716 1746643

STATE OF COMPANY AFFAIRS:

During the year under review your Company has earned revenue from operations amountingto Rs. 83.20 lacs as compared to Rs. 1.50 Cr in the previous financial year and registeredthe net profit after tax for the financial year 2017-18 is Rs. 9.64 Lacs as compared toRs. 11.09 Lacs for FY 2016-17.

During the year under review the Company has stepped in to the business Solar PowerSector. During the year Company has earned Commission income from power generationactivities. The Board of Directors of the Company are of the highly optimist to gear upthe growth of the Company in years to come from Power Projects.

DIVIDEND:

Company has managed to earn notable profit during the year. How considering the futurerequirements for funds Company wish to conserve the funds and hence do not recommend anyDividend.

RESERVES:

The Board of Directors do not propose to transfer any amount to Reserves Account.

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 as Annexure I.

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.

On 16th March 2017 (FY2 016-17) the previous Promoters of the Company who were inmanagement and control of the Company even after their cessation as Directors theCompany have made unauthorized use of Bank Account opened and maintained by them withAxis Bank without the knowledge and intimation to the present Management and Directors ofthe Company and hence the same is not accounted for by the present Management.

The present Directors are unable to opine as to nature of such unauthorized financialtransaction.

Hence with regard to any such unauthorized financial transactions of any nature whichhave taken place to and from the said axis bank account maintained and operated by the oldmanagement of the Company the present Directors are not responsible in any way to anyother person.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the year Company has entered in to related party transactions pursuant toprovisions of Section 188 of Companies Act 2013 and disclosures in that regard is given inprescribed Form AOC 2 as Annexure II to this Directors Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2017-18 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 2018 and of the profitsfor the year ended 31st March 2018;

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.

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.

CORPORATE GOVERNANCE

Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 shall be applicable those companies whose paid up equity share capital exceeds Rs.10Crore or Net Worth exceeds Rs. 25 crore as on the last day of the previous financialyear. The paid up share capital and net worth of your company do not come under thepurview of applicability of Regulation 27 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015. Therefore separate report of corporate governance is notattached herewith.

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:

APPOINTMENT AND RESIGNATION:

The following Directors were appointed by the Board of Directors during the year under:

Sr. No Name Date of Appointment Designation
1 Nikunj Hasmukhbhai Savaliya 29.01.2018 Additional Director
2 Rakesh Shamjibhai Savani 29.01.2018 Additional Director

There are no Directors 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:

Mr. Chetankumar Chovatiya and Ms. Mira Chovatiya are the Directors liable to retire byrotation and as eligible they have offered themselves for reappointment.

RESIGNATION:

There are no directors who resigned from the Company during the year.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from Independent Directors for FY 2018-19 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.

- 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 Fourteen times respectively on 10.04.2017 11.05.2017 30.05.201705.06.2017 05.07.2017 18.07.2017 06.09.2017 15.09.2017 19.09.2017 04.11.201709.12.2017 29.01.2018 14.02.2018 and 19.03.2018.

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.

AUDITORS:

STATUTORY AUDITORS:

The Auditors' report for financial year 2017 18 is self explanatory and forms part ofthis Annual Report and does not contain any qualification reservation or adverse remarkexcept as follow:

"We are unable to opine the nature of transactions and true and fair view oftransactions which have taken place in the above bank account and not recorded in thebooks of accounts of the company by the present management. As such we are unable toexpress our opinion on true and fair view of banking transaction that have taken place inthe above account during the year under report. "

Management Comment against Auditor observation:

On 16th March 2017 (FY2016 17) the previous Promoters of the Company who were inmanagement and control of the Company even after their cessation as Directors theCompany have made unauthorized use of Bank Account opened and maintained by them withAxis Bank without the knowledge and intimation to the present Management and Directors ofthe Company and hence the same is not accounted for by the present Management.

The present Directors are unable to opine as to nature of such unauthorized financialtransaction.

Hence with regard to any such unauthorized financial transactions of any nature whichhave taken place to and from the said axis bank account maintained and operated by the oldmanagement of the Company the present Directors are not responsible in any way to anyother person.

The present Management of the Company has already initiated legal actions against theWrong doers by serving them legal notice on 16th October 2017 and also against the AxisBank Limited for allowing such unauthorized use of Bank Account even after serving noticeof Bank Account closure in advance.

SECRETARIAL AUDITORS:

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 2017 18. A Secretarial Audit Report for FY 2017-18 is annexedherewith as Annexure III. There are no adverse observations in the SecretarialAudit Report which 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.

COMPOSITION OF AUDIT COMMITTEE:

Name of Director Category of Directorship
Mr. Bhargavkumar Undhad Chairman - Independent Director
Mr. Piyush Bhuva Member - Director
Mr. Ashishbhai Joshi Member - Director

COMPOSITION OF REMUNERATION AND NOMINATION COMMITTEE:

The Remuneration and Nomination Committee as on 31.03.2018 is composed of threeDirectors.

Name of Director Category of Directorship
Mr. Jayesh Paghdar Chairman - Independent Director
Mr. Chetankumar Chovatiya Member - Director
Mr. Ashishbhai Joshi Member - Director

COMPOSITION OF INVESTOR AND SHAREHOLDER GRIEVANCES COMMITTEE:

The Investor and Shareholder Grievances Committee as on 31.03.2018 is composed of threeDirectors.

Name of Director Category of Directorship
Mr. Chetankumar Chovatiya Chairman- Director
Mr. Bhargavkumar Undhad Member - Director
Mr. Ashishbhai Joshi Member - Director

VIGIL MECHANISM:

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 2017-18 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 EXTRACTS OF ANNUAL RETURN:

The extract of the Annual Return in Form MGT-9 is annexed as Annexure IV to thisDirectors' Report and forms part of Annual Report.

SHARE CAPITAL

During the year there is no Change in the Share Capital of the Company.

CHANGE IN NATURE OF BUSINESS

During the year under review the Company has altered its Main Object Clause by way ofaddition of new Object Clause. The Members of the Company passed the Special Resolution byway of Postal Ballot process and consequent to that the alteration of Main Object Clausewas confirmed by the Registrar of companies Delhi vide its Certificate confirmingalteration of Main Object Clause dated 13th December 2017.

CHANGE OF REGISTERED OFFICE:

The members of the Company during the year passed the Special Resolution for shiftingof Registered office of the Company from the State of Delhi to the State of Gujarat by wayof Postal Ballot on 18th July 2017.

The Regional Director North East Region at Delhi vide its order 03rd April 2018 hasconfirmed the application made by the Company for shifting of Registered office from theState of Delhi to State of Gujarat and the same was subsequently confirmed the Registrarof Companies Gujarat at Ahmedabad vide its Certificate dated 09th May 2018.

CHANGE OF MANAGEMENT

Mr. Ashishbhai Joshi and Mr. Chetankumar Chovatiya being present Promoters of theCompany had earlier during August 2016 made Open offer for acquiring 2002000 EquityShares of INR 10/- each representing 26% of Paid up Share Capital of the Company to theshareholders of

Nishtha Finance and Investment (India) Limited (NFIL) pursuant to Regulation 3 and 4 ofSEBI (SAST) Regulations 2011 for acquiring Management of the Company. Pursuant to suchopen offer Mr. Ashish Joshi acquired in aggregate 1931172 Equity Shares of INR 10/- eachand Mr. Chetan Chovatiya acquired in aggregate 1003312 Equity Shares of INR 10/- eachduring FY 2016 17. On completion of open offer they also acquired the Management of theCompany. However due to non execution of Share Purchase Agreement for transfer of formerPromoter's Shares they were not classified as Promoters of the Company during FY 2016 17.

Hence with execution of Share Purchase Agreement on 22nd September 2017 Mr. AshishJoshi and Mr. Chetan Chovatiya have been reclassified as Promoter Shareholders from PublicShareholders and Mr. Lavekush Gadiya and Ms. Snehlata Gadiya have ceased to be thePromoters of the Company.

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 and forms part of Annual Report for FY 2017 18.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT:

There are no material changes 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.

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount to the Investor Education andProtection Fund (IEPF) established by the Central Government pursuant to the provision ofSection 125 (e) of the Companies Act 2013 as there is no amount unclaimed for a period of7 years from the date it became due for payment.

DETAILS OF MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

There were no significant and material orders issued against the Company by anyregulating authority or court or tribunal that could affect the going concern status andCompany's operation in future.

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 there under.

During the financial year 2017-18 the Company has not received any complaints onsexual harassment.

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.

Place: Ahmedabad

By Order Of The Board

Date: 04.09.2018

For Nishtha Finance and Investment India Limited

Sd/- Sd/-
Ashish Joshi Chunilal Chovatiya
Managing Director Director
Din: 06894408 DIN:07549602