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Nishtha Finance & Investment (India) Ltd.

BSE: 539311 Sector: Financials
NSE: N.A. ISIN Code: INE217Q01018
BSE 00:00 | 14 Oct Nishtha Finance & Investment (India) Ltd
NSE 05:30 | 01 Jan Nishtha Finance & Investment (India) Ltd
OPEN 6.75
PREVIOUS CLOSE 6.75
VOLUME 1
52-Week high 15.00
52-Week low 6.05
P/E 21.09
Mkt Cap.(Rs cr) 5
Buy Price 6.75
Buy Qty 499.00
Sell Price 7.45
Sell Qty 49.00
OPEN 6.75
CLOSE 6.75
VOLUME 1
52-Week high 15.00
52-Week low 6.05
P/E 21.09
Mkt Cap.(Rs cr) 5
Buy Price 6.75
Buy Qty 499.00
Sell Price 7.45
Sell Qty 49.00

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

Company director report

Dear Members

Your Directors herewith present 36th Annual Report together with the AuditedStatements of accounts for the Financial Year ended on 31st March 2019.

SUMMARY OF FINANCIAL RESULTS:

During the year under review the Company has shown notable performance. The extractsof financial results 2018-19 are as under:

[INR in Lakhs)

Particulars Current Year 18-19 Previous Year 17-18
Rs. Rs.
Total Income 83.86 83.20
Financial Expenses 2.35 -
Depreciation - -
Profit / (Loss) Before Taxation 17.16 13.05
Provision for Income Tax 5.06 3.40
Provision for Deferred Tax - -
Profit after Taxation 12.09 9.64
Prior Period Adjustment - -
Transfer to Special Reserve -

-

Surplus brought forward 27.11 17.46
Balance Carried to Balance Sheet 39.20 27.11

STATE OF COMPANY AFFAIRS:

During the year under review your Company has earned revenue from operations amountingto Rs. 83.83 lakhs as compared to Rs. 83.20 lakhs in the previous financial year andregistered the net profit after tax for the financial year 2018-19 is Rs. 12.09 lakhs ascompared to Rs. 9.64 Lacs for FY 2017 18.

The Company works as Channel Partner in Power Projects with various power generationCompany. During the year 2018 19 Company received Commission income from Vadodara based135 KV power plant. The Directors of the Company are hopeful to shake the hands with powergeneration companies in the years to come.

DIVIDEND:

Company has managed to earn notable profit during the year. However considering thefuture requirements for funds Company wish to conserve the funds and hence do notrecommend any Dividend.

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 and loan from Directors.

Earlier On 16th March 2017 (FY2016 17) the previous Promoters of theCompany who were in management and control of the Company even after their cessation asDirectors the Company have made unauthorized use of Bank Account opened and maintained bythem with Axis Bank without the knowledge and intimation to the present Management andDirectors of the Company and hence the same is not accounted for by the presentManagement.

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. In that regard disclosures under section134(3) of Companies Act 2013 read with Rule 8(2) of the Company (Accounts) Rules 2014 isgiven in prescribed Form AOC 2 as Annexure II to this Directors Report. All thetransactions have been made arm's length price.

The policy on Related Party Transactions as approved by the Board is available on thewebsite of the Company and can be accessed through the web link http://www.nishthafin.compolicies. All contracts/arrangements/transactions entered by the Company during the yearunder review with the related parties were in the ordinary course of business and on anarm's length basis.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2018-19 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 2019 and ofthe profits for the year ended 31st March 2019;

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 financial controls have been laid down by the Company with referenceits Financial statements and to safeguard and protect its assets as well as to improve theoverall productivity of its operations. The management is committed to ensure an effectiveinternal control environment commensurate with the size and complexity of the businesswhich provides an assurance on compliance with internal policies applicable lawsregulations and protection of resources and assets.

SUBSIDIARIES IOINT VENTURE AND ASSOCIATE COMPANY:

Company does not have any subsidiary companies. Company has not made any investment inJoint Venture. Company does not have any associate Company.

ENVIRONMENT HEALTH AND SAFETY (EHS)

At present the Company does not carry on any manufacturing operations. However themanagement of the Company accords the highest priority to health environment and safety.The Company takes at most care for the employees and ensures compliance with theapplicable rules and regulation applicable to the Company.

CORPORATE GOVERNANCE

Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 is made applicable to only those companies whose paid up equity share capital exceedsRupees Ten Crore or Net Worth exceeds Rupees Twenty Five Crores as on the last day of theprevious financial year. Hence Regulation 27 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 is not applicable to the Company.

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:

At present the Board of Directors consists of following Directors:

Sr. No Name of Director Designation
1 Ashish Jitendra Joshi Managing Director & CEO
2 Chetankumar Haribhai Chovatiya Director
3 Chunilal Vrajlal Chovatiya Director & CFO
4 Miraben Chetankumar Chovatiya Non Executive Non Independent Director
5 Nikul Haribhai Chovatiya Non Executive Non Independent Director
6 Sanjaybhai Vrujlal Chovatiya Non Executive Non Independent Director
7 Bhargavkumar Undhad Non Executive Independent Director
8 Piyush Bhuva Non Executive Independent Director
9 Jayeshbhai Paghdar Non Executive Independent Director

* Mr. Jitendra Joshi resigned from the Board w. e. f.01.08.2018.

* Mr. Rakesh Savani resigned from the Board w. e f. 05.09.2018

APPOINTMENT AND RESIGNATION:

During the year no Director was appointed on the Board. There are no Directors on theBoard whose term expires at this ensuing Annual General Meeting and hence the Board doesnot recommend any Reappointment of Directors.

DIRECTORS RETIRING BY ROTATION:

Mr. Nikul Chovatiya and Mr. Sanjay Chovatiya are the Directors liable to retire byrotation and as eligible they have offered themselves for reappointment.

Brief profile of Directors being reappointed pursuant to Regulation 36(3) of SEBIfLODR) Regulation 2015:

Name Nikul Chovatiya Sanjay Chovatiya
Age 38 38
Brief Resume Nikul Chovatiya is Science Graduate with sound technical experience of 5 years in Power Sector Sanjay Chovatiya Science Graduate with sound technical experience of 5 years in Power Sector
Date of First Appointment 06.10.2016 06.10.2016
Directorship held in other Companies Addin Power Limited Nikins Renewable Energy Pvt. Ltd NIL
Membership or Chairmanship of other Companies NIL. NIL
Inter-se Relationship with Director Brother of existing Director Chetankumar Chovatiya. Brother of existing Director Chunilal Vrujlal Chovatiya
Shareholding in Company 60 Shares NIL

RESIGNATION:

Following Directors have resigned from the Board during the year.

Sr. No Name DOR Reason for Resignation
1 Jitendra Joshi 01.08.2018 Illness
2 Rakesh Savani 05.09.2018 Pre occupation.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to provisions of section 149(6) of Companies Act 2013 the Company hasreceived declaration from Independent Directors confirming that they meet the criteria ofindependence as prescribed under the Act and Clause 49 of erstwhile Listing Agreement nowSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

In the opinion of the Board the Independent Directors of the Company fulfill theconditions specified in the Act and the Listing Regulations and are independent of theManagement of the Company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the policy on "DirectorsAppointment and their Remuneration.". The policy is available on the website of theCompany and can be accessed at http://www.nishthafin.com.

The salient features of policy are summarized hereunder:

- The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Company's Policy.

- A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.

- The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy five years. Provided that the term of theperson holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution.

- The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.

- The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

- The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

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 review the Board met Ten times respectively on 23.05.201830.05.2018 16.06.2018 14.08.2018 24.08.2018 04.09.2018 05.11.2018 22.11.201812.01.2019 13.02.2019.

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:

S. D Mehta & Co Chartered Accountants Ahmedabad (FRN 137193W) were appointed asstatutory auditors of the Company for the term of 5 years to hold the office till theconclusion of the 39th Annual General Meeting of the Company.

The Auditors' report for financial year 2018 19 has been issued with modified opinionby the statutory auditors as under:

"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 whowere in management 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 againstthe Axis Bank Limited for allowing such unauthorized use of Bank Account even afterserving notice of 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 2018 19.

A Secretarial Audit Report for FY 2018 19 is annexed herewith as Annexure III. Thereare no adverse observations in the Secretarial Audit Report which call for explanationexcept as under:

COST AUDITOR

The Company is not required to maintain Cost Records under Section 148 of Companies Act2013.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as amended from timeto time.

COMMITTEE COMPOSITION;

A. COMPOSITION OF AUDIT COMMITTEE:

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.

The Audit and Risk Management Committee as on 31.03.2019 is composed of threeDirectors.

Name of Director Category of Directorship
Bhargavkumar Undhad Chairman-ID
Piyush Bhuva Member - ID
Ashishbhai Joshi Member - MD

B. COMPOSITION OF REMUNERATION AND NOMINATION COMMITTEE:

The Remuneration and Nomination Committee as on 31.03.2019 is composed of threeDirectors.

Name of Director Category of Directorship
Jayesh Paghdar Chairman - ID
Chetankumar Chovatiya Member - ID
Ashishbhai Joshi Member - MD

C. 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
Chetankumar Chovatiya Chairman- Director
Bhargavkumar Undhad Member - ID
Ashishbhai Joshi Member - MD

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 2018 19 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 prescribed Form MGT-9 is annexed as Annexure IV tothis Directors' Report and forms part of Annual Report and the same is also made availableon the website of the Company http://www.nishthafin.com.

SHARE CAPITAL

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

The Board of Directors and Members of the Company in their respective meeting haveaccorded necessary approval for issue of Convertible Warrants to Promoter and NonPromoters. However the same have not been executed during the year.

CHANGE IN NATURE OF BUSINESS

During the year under review there is no change in the nature of business of theCompany.

CHANGE OF MANAGEMENT

During the year there is no change in the management 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 2018 19.

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 2018-19 the Company has not received any complaints onsexual harassment.

APPRECIATION AND ACKNOWLEDGMENT

Your Directors wish to thank all stakeholders employees and business partnersCompany's bankers and business associates for their continued support and valuablecooperation. The Directors also wish to express their gratitude to investors for the faiththat they continue to repose in the Company.

For and on behalf of the Board of Directors

Ashish Joshi Chunilal Chovatiya
Managing Director Director
Din: 06894408 DIN:07549602
Place: Ahmedabad
Date: 03.09.2018

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