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Nivaka Fashions Ltd.

BSE: 542206 Sector: Others
NSE: N.A. ISIN Code: INE139E01028
BSE 00:00 | 27 Mar 11.67 0
(0.00%)
OPEN

11.50

HIGH

11.80

LOW

11.50

NSE 05:30 | 01 Jan Nivaka Fashions Ltd
OPEN 11.50
PREVIOUS CLOSE 11.67
VOLUME 117500
52-Week high 12.84
52-Week low 8.35
P/E 106.09
Mkt Cap.(Rs cr) 120
Buy Price 11.80
Buy Qty 2500.00
Sell Price 11.50
Sell Qty 20500.00
OPEN 11.50
CLOSE 11.67
VOLUME 117500
52-Week high 12.84
52-Week low 8.35
P/E 106.09
Mkt Cap.(Rs cr) 120
Buy Price 11.80
Buy Qty 2500.00
Sell Price 11.50
Sell Qty 20500.00

Nivaka Fashions Ltd. (NIVAKAFASHIONS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 36th Annual Report togetherwith audited statement of accounts of the Company for the year ended on 31stMarch 2019.

FINANCIAL RESULTS:

The financial performance of your Company for the year ended March 31 2019 issummarized below:-

Particulars

2018-19

2017-18

Total Income 3623.80 3609.23
Total Expenses 3448.69 3353.90
Profit/(Loss) before Tax 243.37 313.12
Less: Tax expense 60.88 78.28
Profit/ (Loss) after tax 182.49 234.84

Business Performance and Segment Reporting

The Company is carrying on trading activities in textiles & luggage products. Theturnover of the Company was Rs. 3623.80 Lacs during the year. The Company has made aprofit of Rs. 182.49 Lacs during the year. The company is engaged only in trading businessactivities during 2018-19 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.

BSE Listing

The Company is listed on Bombay Stock Exchange (BSE) with effect from 21stDecember 2018.

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:

3 Policies for determining material subsidiaries of the Company is available onthe website of the Company at the link http://www.btsync.in/codes.html

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 . The companyassumes no responsibility to amend modify or revise any forward looking statements onthe basis of any subsequent developments information or events. Actual results coulddiffer materially from those expressed or implied.

Dividend:

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

Subsidiary Companies:

The Company does not have any subsidiary Company.

Share Capital:

The Company has not changed its capital structure during 2018-19.

Reserves:

Rs 461.2 lacs have been transferred to the Profit & Loss account.3

Acceptance of Fixed Deposits:

The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rule 2014 during the year under review.

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 financial statement.

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 March 31 2019 5 (Five)
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31 2019 NIL
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31 2019 NIL
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 UK)
Other Companies in which Directorship is held as on March 31 2019 5 (Five)
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31 2019 NIL
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31 2019 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 as Company 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 Viral Jain & Co. 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 March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures. 2.That the Directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company for theyear ended 31st March 2019. 3.That the Directors have taken sufficient andproper care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting material fraud and other irregularities. 4.That the Directorshave prepared the Annual Accounts on a going concern basis. 5.There are no materialchanges & commitments if any affecting the financial position of the company whichhave occurred between the end of the financial year of the company to which the financialstatements relate & the date of the report. 6.There are proper systems have beendevised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively. 7.That the Directors had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively. 8.Based on the framework of internalfinancial controls and compliance systems established and maintained by 2013 the Companywork performed by the internal statutory and secretarial auditors and externalconsultants including audit of internal financial controls over financial reporting bythe statutory auditors and the reviews performed by management and the relevant boardcommittees including the audit committee the board is of the opinion that the Company sinternal financial controls were adequate and effective during FY 2018-19.

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 2019 in prescribed form dulyaudited by the Practicing Company Secretary Jaymin Modi & Co. Mumbai is annexedherewith 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 2018-19. 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.btsync.in

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 amendedand issued from time to time by the Institute of Company Secretaries of India in terms ofSection 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 Sexual Harassmentof Women at Workplace Act 2013 introduced by the Government of India the Company has apolicy 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
B. T. Syndicate Limited
Bhavin Shantilal Jain Priyesh Shantilal Jain
Managing Director Director
DIN-00741604 DIN-00741595
Place: Kolkata
Date: 21/05/2019