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Nivaka Fashions Ltd.

BSE: 542206 Sector: Others
NSE: N.A. ISIN Code: INE139E01028
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NSE 05:30 | 01 Jan Nivaka Fashions Ltd
OPEN 6.90
PREVIOUS CLOSE 6.90
VOLUME 189
52-Week high 9.80
52-Week low 6.11
P/E 138.00
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.90
CLOSE 6.90
VOLUME 189
52-Week high 9.80
52-Week low 6.11
P/E 138.00
Mkt Cap.(Rs cr) 71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nivaka Fashions Ltd. (NIVAKAFASHIONS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 37th Annual Reporttogether with audited statement of accounts of the Company for the year ended on 31stMarch 2020.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31 2020 issummarized below:-

Particulars 2019-20 2018-19
Total Income 2155.18 3623.80
Total Expenses 2340.35 3448.69
Profit/(Loss) before Tax (83.70) 243.37
Less: Tax expense - 60.88
Profit/ (Loss) after tax (83.70) 182.49

Business Performance and Segment Reporting

The Company is carrying on trading activities in textiles & luggage products. Theturnover of the Company was Rs. 32155.18 Lacs during the year. The Company has made aprofit of Rs. (83.70) Lacs during the year.The company is engaged only in trading businessactivities during 2019-20 hence segment reporting as required by Accounting Standard 17is not applicable.

Industry Overview:

The trend in slowdown in global growth continued during the year. India was the fastestgrowing large economy with a stable currency that performed better than the most emergingmarket currencies. If the industry players manage to restructure their operations as perthe new realities success will not be very hard to find now. The Company is presentlydoing trading activities in textiles & luggage products.

Business Overview:

The present business activities of the Company are trading in textiles & luggageproducts. The management is confident of new business activities and it intends to raisefurther capital for its new business activities. Initially these activities will becarried in and around Mumbai. Indian textile Industry is one of the leading textileindustries in the world. Though was predominantly unorganized industry even a few yearsback but the scenario started changing after the economic liberalization of IndianEconomy in 1991. The opening up of economy gave the much needed thrust to the IndianTextile Industry which has now successfully become one of the largest in the world.Indian textile Industry largely depends on the textile manufacturing and export. It alsoplays a major role in the economy of the country.

India earns about 27% of its total foreign exchange through textile exports. Indiantextile industry is also the largest in the country in terms of employment generation. Itnot only generates jobs in its own industry but also opens up scope for other ancillarysectors. The Company may face risk in respect of slow down into the Textile market as wellas of high competition & competition from China. The Company is also trading inbranded luggage products which has high visibility deeper penetration in the interiorregion of India.

Business Responsibility Report:

Pursuant to Listing Regulations a Business Responsibility Report is included and formspart of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis as required under Regulation 34 read withSchedule V of the Listing Regulations forms part of this Annual Report.

Adequacy of Internal Control:

The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.

Human Resource Development:

The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling.

Manpower:

The company recognizes the importance of human value and ensures that properencouragement both moral and financial is extended to employees to motivate them.

Segment-Wise Performance:

The Company is into single reportable segment only.

Compliance:

The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis.

New Instructions/Guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes.

Policies and Disclosure Requirement:

The Company has in place inter-alia following policies & code of conduct dulyapproved by the Board of Directors of the Company:

Policies for determining material subsidiaries of the Company is available on thewebsite of the Company at the link www.nivakafashions.com/codes

Policies for determining materiality of information or events is available on thewebsite of the Company at the link www.nivakafashions.com/codes

Policy for materiality of related party transactions is available on the website of theCompany at the link www.nivakafashions.com/codes

Policy for determining of Material Litigation is available on the website of theCompany at the link www.nivakafashions.com/codes

Policy for determining of Outstanding dues to creditors is available on the website ofthe Company at the link www.nivakafashions.com/codes

Policy for preservation of documents is available on the website of the Company at thelink www.nivakafashions.com/codes

Policy on prevention of Sexual Harassment at workplace is available on the website ofthe Company at the link www.nivakafashions.com/codes

Whistle Blower policy for Directors and employees of the Company is available on thewebsite of the Company at the link www.nivakafashions.com/codes

Cautionary Statement:

Investors are cautioned that this discussion contains statements that involve risks anduncertainties. Words like anticipate believe estimate intend will expect and othersimilar expressions are intended to identify "Forward Looking Statements". Thecompany assumes no responsibility to amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events. Actualresults could differ materially from those expressed or implied.

Dividend:

The Board of Directors has not recommended any Dividend for the year.

Subsidiary Companies:

TheCompanydoesnothaveany subsidiary Company.

Share Capital:

The Company has issued Bonus shares during the year. The paid up capital of the companyhas increased from

Reserves:

Since there is no profit for the current year no funds have being transferred to thereserve account.

Acceptance of Fixed Deposits:

TheCompany hasnotaccepted anyFixedDepositsfromgeneralpublicwithinthe purviewofSection73oftheCompanies Act 2013 read with the Companies (Acceptance of Deposit) Rule 2014duringtheyearunderreview.

Particulars of Contract or Arrangement with Related Party:

The policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the Companywebsite.

During the year under review the transactions entered into by the Company with relatedparties as defined under the Act and the Listing Regulations were in the ordinary courseof Business and on arm's length basis.

Omnibus approval is obtained for the transactions foreseen and repetitive in naturewith related parties. A statement of all such related party transactions is presentedbefore the Audit Committee on periodic and need basis for its review and approval.

Particulars of contracts or arrangements with related parties as required under Section134(3)(h) of the Act in the prescribed Form AOC-2 is given in Annexure B of this Report.

Disclosure of transactions with related parties as required under the applicableAccounting Standards have been made in the notes forming part of the financial statements.

Loans Investment and Guarantees by the Company:

There are loans given investment made however no guarantee is given or securityprovided by the Company to any entity under Section 186 of the Companies Act 2013.Particulars of Investment made/loan given under section 186 of the Companies Act 2013 areprovided in the financialstatement.

Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.

Disclosures under Section 134(3) (I) of the Companies Act 2013:

No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.

Directors:

Mr. Bhavin Shantilal Jain (DIN: 00741604) and Mr. Priyesh Shantilal Jain (DIN:00741595) who retires by rotation and being eligible offers himself for re-appointment.If re-appointment his term would be in accordance with the policy for directors of theCompany.

Particulars Details
Name of the Director Bhavin Shantilal Jain
Date of Birth 23/12/1984
Date of initial appointment 23/06/2014
Expertise in specific functional area Retail & Trading
Qualifications B.com
Other Companies in which Directorship is held as on 5 (Five)
March 31 2020
Chairman of Committees formed by Board of Other NIL
Companies on which he is a Director as on March 31 2020
Members of Committees formed by Board of Other NIL
Companies on which he is a Director as on March 31 2020
Name of the Director Priyesh Shantilal Jain
Date of Birth 08/12/1982
Date of initial appointment 24/02/2014
Expertise in specific functional area Taxation Finance Merger Retail & Trading
Qualifications B.com CA DISA DipIFRS (ACCA VK)
Other Companies in which Directorship is held as on March 31 5 (Five)
2020
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31 2020 NIL
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31 2020 NIL

Directors Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company's website.

Key Managerial Personnel

During the year under review Mr. Sunny Gupta was appointed asCompany Secretary anddesignated as "Key Managerial Personnel" of the Company pursuant to Section 203of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 with effect from December 07 2018.Also for the periodunder review Ms. Charmi Sanghvi has resigned as the Company Secretary and designated as"Key Managerial Personnel" of the Company pursuant to Section 203 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 with effect from December 07 2018.

Standalone Financial Statement

The audited Standalone financial statement of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report. The Compliance Officer will make these documentsavailable upon receipt of a request from any member of the Company interested in obtainingthe same. These documents will also be available for inspection at the Registered Officeof your Company during working hours up to the date of the Annual General Meeting.

Declarations by Independent Director:

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.

Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company MOKSHESH SHAH. CharteredAccountants Mumbai hold office up to the conclusion of the ensuing Annual GeneralMeeting of the Company. However their appointment as Statutory Auditors of the Company issubject to ratification by the members at every Annual General Meeting. The Company hasreceived a certificate from the said Statutory Auditors that they are eligible to holdoffice as the Auditors of the Company and are not disqualified for being so appointed.Necessary resolution for ratification of appointment of the said Auditor is included inthis Notice.

Auditors Report:

The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self- explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.

Directors Responsibility Statement:

In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms:

1.In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures.

2.That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31stMarch2020.

3.That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.

4.That the Directors have prepared the Annual Accounts on a going concern basis.5.There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report.

6.There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

7.That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

8.Based on the framework of internal financial controls and compliance systemsestablished and maintained by 2013 the Company work performed by the internal statutoryand secretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2019-20.

Annual Evaluation by the Board of its own performance its Committees and individualDirectors:

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company. Information on themanner in which the annual evaluation has been made by the Board of its own performanceand that of its Committee and individual Directors is given below.

Details of the Committees of Directors

Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2018-19 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report. The recommendation by theAudit Committee as and when made to Board has been accepted by it.

Risk Management:

During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. The Management evaluated various risks and that thereis no element of risk identified that may threaten the existence of the Company.

Secretarial Audit Report

A Secretarial Audit Report for the year ended March 31 2020 in prescribed formduly audited by the Practicing Company Secretary Brijesh Shah & Co. Mumbai isannexed herewith and forming part of the report.

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report.

Corporate Governance

The report on Corporate Governance as required by SEBI (LODR) Regulations 2015 isattached separately in the Annual Report. All Board members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct for the year 2019-20. Adeclaration to this effect signed by the Managing Director of the Company is contained inthis Annual Report. The Managing Director have certified to the Board with regard to thefinancial statements and other matters as required under Regulation 17(8) of the SEBI(LODR) Regulations 2015.

Board of Directors

The Company is managed by well-qualified professionals. All directors are suitablyqualified experienced and competent. The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefitted by the experience and skills of the Board ofDirectors. The Independent Directors have made disclosures to the Board confirming thatthere are no material financial and/or commercial transactions between them and thecompany which could have potential conflict of interest with the company at large. TheCompany has a Code of Conduct for Directors and Senior Management personnel. The code isavailable on the official website of the www.nivakafashions.com

Meetings of the Board of Directors

During the year under review total seven (7) meetings of the Board were held detailsof which are given in the Corporate Governance Report that forms part of this AnnualReport.

Code of Conduct

Regulations 17(5) of the SEBI (LODR) Regulations 2015 requires listed Companies tolay down a Code of Conduct for its Directors and Senior Management incorporating dutiesof Directors as laid down in the Companies Act 2013. The Board has adopted a Code ofConduct for all Directors and Senior Management of the Company and the same has beenplaced on Company's website.

Maximum Tenure of Independent Directors

The maximum tenure of Independent Directors is in accordance with the Companies Act2013 and Regulation 25(2) of the SEBI (LODR) Regulations 2015.

Formal Letter of Appointment to Independent Directors

The Company issues a formal letter of appointment to Independent Directors in themanner as provided in the Companies Act 2013. As per Regulation 46(2) of the SEBI (LODR)Regulation 2015 the terms and conditions of appointment of Independent Directors areplaced on the Company's website.

Directors' Interest in the Company

Sometime the Company does enter into contracts with companies in which some of theDirectors of the Company are interested as director or member. However these contractsare in the ordinary course of the Company's business without giving any specific weightageto them. Directors regularly make full disclosures to the Board of Directors regarding thenature of their interest in the companies in which they are directors or members. Fullparticulars of contracts entered with companies in which directors are directly orindirectly concerned or interested are entered in the Register of Contracts maintainedunder Section 189 of the Companies Act 2013 and the same is placed in every Board Meetingfor the noting of the Directors.

Secretarial Standards

During the year under review the Company has complied with Secretarial Standards onmeetings of the Board of

Directors ("SS-1") and on General Meetings ("SS-2") as amended andissued from time to time by the Institute of

Company Secretaries of India in terms of Section 118(10) of the Companies Act 2013.

Disclosure under the Sexual Harassment of women at workplace (Prevention prohibitionand Redressal) Act 2013

Pursuant to the legislation ‘Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace Act 2013' introduced by the Government of India theCompany has a policy on Prevention of Sexual

Harassment at workplace.

Further during the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Acknowledgement

The Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.

The Company thanks all of the employees for their contribution to the Company'sperformance. The Company applauds all the employees for their superior levels ofcompetence dedication and commitment to your Company.

For and on behalf of the Board of Directors of
Nivaka Fashions Limited
Bhavin Shantilal Jain Priyesh Shantilal Jain
Managing Director Director
DIN-00741604 DIN-00741595
Place: Kolkata
Date: 03/12/2020

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

Sr. No Particulars Details
1. CIN L52100WB1983PLC035857
2. Registration Date February 11 1983
3. Name of the Company Nivaka Fashions Limited
4. Category / Sub-Category of the Company Company limited by Shares Non-govt company
5. Address of the Registered office and contact details AA-47 Salt Lake City Sec: Bengal 1 BL-AA Kolkata 700064 West
6. Whether listed company Yes
7. Name Address and Contact details of Registrar and Transfer Agent: ABS Consultant Pvt Ltd
99 Stephen House 6th Floor 4 B.B.D Bag (East) Kolkata West

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company
1 Retail sale of leather goods and travel accessories 52324 3%
2 Wholesale of textiles household linen articles of clothing floor coverings and tapestry 51311 84.00%
3 Retail sale of readymade garments. 52322 13.00%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and Address of the Company CIN/GLN Holding/Subsidiary/Associate % of Shares Held Applicable Section
1 Nil Nil Nil Nil Nil

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category of Shareholders

No. of Shares held at the beginning of the year 31-03-2019

No. of Shares held at the end of the year 31-03-2020

% of Change during the year
Demat Physical Total % of Total Demat Physical Total % of Total
A. Promoters
(1) Indian
(g) Individuals/ HUF 0 0 0 0 0 0 0
Ashwin J Gada 4300 0 4300 0.01 7740 0 7740 0.01 0
Bahvin Jain 5980700 0 5980700 10.48 10765260 0 10765260 10.48 0
Priyesh S Jain 5990000 0 5990000 10.50 10782000 0 10782000 10.50 0
11975000 0 11975000 20.99 21555000 0 21555000 20.99 0
Sub Total (A)(1):- 11975000 0 11975000 20.99 21555000 0 21555000 20.99 0
(2) Foreign
(a) NRI Individuals 0 0 3 0 0.00 0 0 0 0.00 0
(b) Other Individuals 0
(c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0
(d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0
(e) Any Other
Sub Total (A)(2):- 0 0 0 0.00 0 0 0 0.00 0
Total shareholding of (Promoter (A) = (A)(1)+(A)(2) 11975000 0 11975000 20.99 21555000 0 21555000 20.99
B. Public
(1) Institutions
(a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0
(b) Banks FI 0 0 0 0.00 0 0 0 0.00 0
(c) Central Govt 0 0 0 0.00 0 0 0 0.00 0
(d) State Govet(s) 0 0 0 0.00 0 0 0 0.00 0
(e) Venture Capital 0 0 0 0.00 0 0 0 0.00 0
Funds
(f) Insurance 0 0 0 0.00 0 0 0 0.00 0
Companies
(g) FIIs 0 0 0 0.00 0 0 0 0.00 0
(h) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0
Capital Funds
(i)Others (specify)
Sub-total (B)(1):- 0 0 0 0.00 0 0 0 0.00 0
(2) Non-Institutions
(a) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0
(i) Indian 0 0 0 0.00 0 0 0 0.00 0
(ii) Overseas 0 0 0 0.00 0 0 0 0.00 0
(b) Individuals
(i)Individual shareholders holding nominal share capital up to Rs. 2 lakh 980524 1022550 2003074 3.51 1679005 1840644 3519649 3.43 -0.07
(ii)Individual shareholders holding nominal share capital in excess of Rs 2 lakh 36938955 0 36768818 64.45 63855140 0 63855140 62.18 2.27
Others 0 0 0 0 0 0 0 0 0
Bodies Corporate
i) Holding 1% and above : 4718724 0 4718724 8.27 10830906 711900 11542806 11.24 2.97
ii) Holding Less than 1%: 1188884 395500 1584384 2.78 2217105 0 2217105 2.16 -0.62
*N.R.I. (NONREPAT) 0 0 0 0.00 300 0 300 0.00 0
*N.R.I. (REPAT) 0 0 0 0.00 0 0 0 0.00 0
*Foreign Corporate 0 0 0 0.00 0 0 0 0.00 0
Bodies
* Trust 0 0 0 0.00 0 0 0 0.00 0
*HUF
* Employee
*Clearing Members 0 0 0 0.00 0 0 0 0.00 0
*Depository Receipts 0 0 0 0.00 0 0 0 0.00 0
Sub-total (B)(2):- 43656950 1418050 45075000 79.01 78582456 2552544 81135000 79.01 0
Total Public 43656950 1418050 45075000 79.01 78582456 2552544 81135000 79.01 0
Shareholding (B) = (B)(1)+(B)(2)
C. TOTSHR held by 0 0 0 0.00 0 0 0 0.00 0
Custodian for GDRs & ADRs
Grand Total (A + B + C) 55631950 1428350 57050000 100.00 100137456 2552544 102690000 100.00 -

(i) Shareholding of Promoters

SR No. Shareholder's Name

Shareholding at the beginning of the year (As on 31st March 2019)

Share holding at the end of the year (As on 31st March 2020)

No. of Shares % of total Shares of the company %of Shares Pledged/encum bered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year
1 Priyesh S Jain 5990000 NIL 10.50 10782000 NIL 10.50 0.00
2 Bhavin S Jain 5980700 NIL 10.48 10765260 NIL 10.48 0.00
3 Ashwin J Gada 4300 NIL 0.01 7740 NIL 0.01 0.00
Total 1197500 NIL 20.99 21555000 NIL 20.99 0.00
0

(ii) Change in Promoters' Shareholding (please specify if there is no change)

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. At the beginning of the year Nil Nil Nil Nil
2. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year Nil Nil Nil Nil

(iii) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

SI No.

Shareholding at the beginning of the year

Cumulative Shareholding at the end of the year

No. of Shares % of Total Shares of the company No. of Shares % change in share holding during the year Type
1 Priyesh Jain 5990000 10.50 10782000 10.50 Equity
2 Bhavin Jain 5980700 10.48 10765260 10.48 Equity
3 Hasti Kiran Chheda 2984347 5.23 5371824 5.23 Equity
4 Astavinayak Traders Pvt. Ltd. 1994035 3.50 3589263 3.50 Equity
5 Priyanka Kumar 1500000 2.63 2700000 2.63 Equity
6 Shrish Chhotalal Ghelani 1500000 2.63 2700000 2.63 Equity
7 Vipul Chhotalal Ghelani 1500000 2.63 2700000 2.63 Equity
8 Radhadevi Rungta 1500000 2.63 2700000 2.63 Equity
9 Dipak Chhotalal Ghelani 1500000 2.63 2700000 2.63 Equity
10 Sanjay Chhotalal Ghelani 1500000 2.63 2700000 2.63 Equity
25949082 45.49 56708347 45.49

(iv) Shareholding of Directors and Key Managerial Personnel:

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

For Each of the Directors and KMP No. of shares % of total shares of the company No. of shares % of total shares of the Company
At the beginning of the year 11970700 20.98 21547260 20.98
Date wise Increase / NIL NIL NIL NIL
Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
At the End of the year 11970700 20.98 21547260 20.98

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans Excluding Unsecured deposits Deposits Loans Indebtedness Total
Indebtedness at the beginning of the financial year NIL 2500000 NIL NIL
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year NIL NIL NIL NIL
Addition
Reduction
Net Change
Indebtedness at the end of the financial year NIL NIL NIL
i) Principal Amount 2500000
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR WHOLE-TIME DIRECTORS AND/OR MANAGER:

Sl. No.Particulars of Remuneration Name of MD/WTD/Manager Bhavin Jain (Managing Director) Total Amount
1. Gross salary 1210000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 1210000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- Others specify…
5. Others please specify
Total (A) 1210000 1210000
Ceiling as per the Act

B. REMUNERATION TO OTHER DIRECTORS:

Sl. No.Particulars of Remuneration Name of Directors Total Amount
1. Independent Directors
Fee for attending board / committee meetings
Commission
Others please specify
Total (1)
2. Other Non-Executive Directors
Fee for attending board / committee meetings
Commission
Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration NIL NIL
Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary CFO Total
1 Gross salary 250000 172000 40000 462000
1) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
2) Value of perquisites u/s 17(2) Income-tax Act 1961
3) Profits in lieu of salary under section 17(3) Income tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- Others specify…
5 Others please specify
Total 250000 172000 40000 462000

D. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
For and on behalf of the Board of Directors of Nivaka Fashions Limited
Bhavin Jain Priyesh Jain
Director Director
DIN: 00741604 DIN: 00741595

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