Your directors have pleasure in presenting the 39th Annual Report together with auditedstatement of accounts of the Company for the year ended on 31st March 2022.
The financial performance of your Company for the year ended March 31 2022 issummarized below: -
|Particulars ||31st March 2022 (Amount in Lakhs) ||31st March 2021 (Amount in Lakhs) |
|Revenue from Operations ||1200.890 ||2179.39 |
|Other Income ||3.130 ||99.41 |
|Total Revenue ||1204.03 ||2278.80 |
|Total Expenses ||1173.420 ||2219.24 |
|Profit before tax ||30.600 ||59.56 |
|Profit after tax ||28.840 ||61.53 |
BUSINESS PERFORMANCE AND SEGMENT REPORTING:
During the financial year ended 31st March 2022 the Company has recorded total revenueof Rs.1204.03 Lakhs and incurred net Profit of Rs. 28.840 lakhs.
Your Company continues carrying on trading activities in textiles products which ismajor source of segment in the Company
OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year under review your Company has recorded total revenue of Rs. 1204.03Lakhs against Rs. 2278.80 Lakhs in the previous year. Profit before Taxation for thefinancial year ended 31st March 2022 was Rs. 30.600 Lakhs as compared to a Profit of Rs59.56 Lakhs in the previous year. Profit after Tax is Rs. 28.840 Lakhs as compared to Rs.61.53 Lakhs in the previous year.
As stated in Management Discussion and Analysis Report.
As stated in Management Discussion and Analysis Report.
Equity Share Capital:
The authorized Share Capital of the Company as on the date of Balance sheet is Rs.110000000/- divided into 110000000 equity shares of Rs. 1/- each.
The Paid-up share Capital of the Company as on the date of Balance Sheet isRs.102690000/- divided into 102690000 equity shares of Rs. 1/- each.
During the financial year 2021-22 there was no change in the Share Capital of theCompany. The Company has neither issued any shares nor has granted neither any stockOptions nor any Sweat Equity Shares during the year.
TRANSFER TO RESERVES:
The Board of Directors of your Company have not transferred any amount to the reservesfor the financial year under review.
The Company is listed on Bombay Stock Exchange (BSE) with effect from 21st December2018.
ADEQUACY OF INTERNAL CONTROL:
Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the operations through a well-defined budget monitoring process and otherstandard operating procedures.
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.
The Company is into single reportable segment only.
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.
The Directors do not recommend any dividend for the financial year ended 31st March2022 with a view to conserve the resources of the Company for long term working capitalrequirements.
JOINT VENTURES/ASSOCIATE/SUBSIDIARY COMPANIES:
The Company does not have any Joint Ventures/Associate/Subsidiary Companies.
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.
EXTRACT OF ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act 2013copy of the Annual Return of theCompany is placed on the website of the Company i.e. http://nivakafashions.com/
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:
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. Particulars of contracts or arrangements withrelated parties as required under Section 134(3)(h) of the Act in the prescribed FormAOC-2 is given in Annexure I of this Report. Disclosure of transactions withrelated parties as required under the applicable Accounting Standards have been made inthe notes forming part of the financial statements.The policy on Related PartyTransactions as approved by the Board is available on the Company's website.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the Financial Year under review asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached and forms a part of this Report.
LOANS INVESTMENT AND GUARANTEES BY THE COMPANY:
Particulars of loans given investments made guarantees given and securities providedunder Section 186 of the Companies Act 2013 wherever applicable will form part of theNotes to the Financial Statements.
INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Internal Auditor continuously monitors theefficiency of the internal controls/ compliance with the objective of providing to AuditCommittee and the Board of Directors an independent objective and reasonable assuranceof the adequacy and effectiveness of the organisation's risk management control andgovernance processes. This system of internal control facilitates effective compliance ofSection 138 of the Act and the Listing Regulations.
During the year under review no material or serious observations has been receivedfrom the Auditor of the Company for inefficiency or inadequacy of such controls.
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 is no material financial and/or commercial transactions between them and thecompany which could have potential conflict of interest with the company at large.
1. Appointment and Resignation Of Directors and Key Managerial Person :
Pursuant to Section 152 of the Companies Act 2013 ("the Act") Mr. BhavinJain Managing Director (DIN: 00741604) is liable to retire by rotation and beingeligible has offered himself for re-appointment.
Ms.Prajakta Patil has resigned from the post of Independent Director with effect from24th June 2022.
Ms.Gayathrii Nagaraj (DIN:06742638) is appointed as an Additional Director(Independent) of the Company with effect from 13th August 2022 respectively for a periodof 5 consecutive years pursuant to Sections 149 150 152 and 161 of the Act and the rulesmade there under. The appointment of Ms.Gayathrii Nagarajis subject to the approval of theshareholders of the Company at the ensuing AGM.
Mr.Jigar Agarwal has resigned from the post of Executive Director with effect from 29thAugust 2022.
Mr.Mitesh Thakkar (DIN:06994888) is appointed as an Additional Director (Executive) ofthe Company effect from 5th September 2022 respectively pursuant to Sections 152 and 161of the Act and the rules made thereunder. The appointment of Mr.Mitesh Thakkar is subjectto the approval of the shareholders of the Company at the ensuing AGM.
The Present Structure of the Board of Directors is as follows:
|SR NO CATEGORY/ DESIGNATION ||NAME OF THE DIRECTOR |
|I) PROMOTER AND EXECUTIVE DIRECTOR || |
|1 Chairman and Managing Director ||Bhavin Jain |
|2 Executive Director ||Mitesh Thakkar |
|II) PROMOTER AND NON-EXECUTIVE DIRECTOR || |
|1 Non-Executive Director ||Priyesh Jain |
|III) INDEPENDENT DIRECTOR || |
|1 Independent Director ||Gayathrii Nagaraj |
|2 Independent Director ||Dinesh Jamnadas Shah |
|3 Additional Independent Director ||Vithal Mahajan |
The Composition of Key Managerial Personnel as on 31st March 2022 is as below:
|SR NO DESIGNATION ||NAME OF KMP |
|1 Company Secretary and Compliance Officer ||Ms.Manasvi Rajpopat |
|2 Chief Financial Officer ||Mitesh Ajit Thakkar |
|3 Managing Director ||Bhavin Shantilal Jain |
MEETINGS OF THE BOARD OF DIRECTORS:
During FY 2021-22 Seven meetings of the Board of Directors were held on the followingdates:
- 28th June 2021
- 7th July 2021
- 12th August 2021
- 25th August 2021
- 7th September 2021
- 12th November 2021
- 10th February 2022
|Name of Director ||DIN ||Category ||Board Meetings |
| || || ||Held ||Attended |
|Bhavin Shantilal Jain ||00741604 ||Managing Director ||7 ||7 |
|Priyesh Shantilal Jain ||00741595 ||Non-ExecutiveNon-Independent Director ||7 ||7 |
|Prajakta Ashok Patil ||07805324 ||Woman Independent Director ||7 ||7 |
|Dinesh Jamnadas Shah ||02377709 ||Independent Director ||7 ||7 |
|Jigar Agarwal Balmukand* ||06494120 ||Executive Director ||4 ||4 |
|Vithal Ashokrao Mahajan* ||07358366 ||Independent Director ||4 ||1 |
* Mr. Jigar Agarwal was appointed on the board w.e.f 12th August 2021
* Mr. Vithal Mahajan was appointed on the board w.e.f. 12th August 2021
The intervening gap between the meetings was within the period prescribed under section173 of the Companies Act 2013 read with Companies (Meetings of Board and its Powers)Rules 2014 relevant circulars notifications orders and amendments thereof.
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 details of this policy are given in theCorporate Governance Report which forms part of this Report.
PARTICULARS OF EMPLOYEES:
The information required under section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is presented in a separate section forming part of this Annual Report as ANNEXURE II.
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.
A separate meeting of the independent directors ("Annual ID Meeting") wasconvened which reviewed the performance of the Board (as a whole) the Non-IndependentDirectors and the Chairman. Post the Annual ID Meeting the collective feedback of each ofthe Independent Directors was discussed by the Chairperson with the Board coveringperformance of the Board as a whole performance of the Non-Independent Directors andperformance of the Board Chairman.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and there is no change in their status of Independence. As required under Section 149(7)of the Companies Act 2013
DECLARATION BY INDEPENDENT DIRECTORS:
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 fulfil the criteria of independence as specified in Section 149(6) ofthe Companies Act 2013.
ADV & Associates. Chartered Accountants Mumbai having FRN: 128045W Auditors ofthe Company have submitted their Independent Auditors Report on the Financial Statementsof the Company for the year ended 31st March 2022 and they have given an unmodifiedopinion(s) report on the Financial Statements for the year under review. The Auditors haveconfirmed that they comply with all the requirements and criteria and are qualified tocontinue to act as Auditors of the Company. No frauds have been reported by the Auditorsunder Section 143(12) of the Act.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S Jaymin Modi & Co Company Secretaries to undertake the Secretarial Auditof the Company. The Report of the Secretarial Auditor is annexed herewith as "AnnexureMI".
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 March2022 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 31st March2022.
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 which have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 and theListing Regulations the Board has carried out an annual performance evaluation of its ownperformance of individual Directors as well as the evaluation of the working of its allCommittees.
a. independent Directors;
The performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.
b. Non-independent Directors;
The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysisdecision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.
DETAILS OF THE COMMITTEES OF DIRECTORS
Details of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors as required underthe Companies Act 2013 are provided in Corporate Governance Report and forming part ofthe report. The recommendation by the Audit Committee as and when made to Board has beenaccepted by it.
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.
The report on Corporate Governance as required by SEBI (LODR) Regulations 2015 isattached separately in the Annual Report as Annexure IV. All Board members andSenior Management personnel have affirmed compliance with the Code of Conduct for the year2021-22.
CORPORATE SOCIAL RESPONISIBILITY:
During the period under review Corporate Social Responsibility in accordance with theprovisions of section 135 of the Companies Act 2013 wasn't applicable to the Company.
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.
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.
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 and issued from time to time by the Institute of CompanySecretaries of India in terms of Section 118(10) of the Companies Act 2013.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
As requirement of Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal) Act 2013. Company has already maintained internal policy to prevent women'sharassment at work place and covered all employees so they could directly make complaintsto the committee if such situation arises. The management and Committee together withconfirm total number of complaints received and resolved during the year is as follows:
a) No. of complaints received: NIL
b) No. of complaints disposed NIL
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company during the year.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no Material changes and commitments affecting financial position between endof the financial year and the date of the report is given as hereunder.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM:
To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behaviour in all its operations the Company has formulated VigilMechanism Policy. This policy aspires to encourage all employees to report suspected oractual occurrence of illegal unethical or inappropriate events (behaviour or practices)that affect Company's interest/image.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Additional information required under the provisions of Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 and forming part of theReport is reproduced herewith:
(A) CONSERVATION OF ENERGY
i) The steps taken or impact on conservation of energy: NIL
ii) The steps taken by the company for utilizing alternate sources of energy: NIL
iii) The capital investment on energy conservation equipments: NIL
(B) TECHNOLOGY ABSORPTION
i) The efforts made towards technology absorption: NIL
ii) The benefits derived like product improvement cost reduction product developmentor import substitution:
- Better economy reduction in emission & clean operation
- Optimum efficiency
iii) In case of imported technology (imported during the last year reckoned from thebeginning of the financial year): NIL
- The details of technology imported: NIL
- The year of import: NIL
- Whether the technology fully absorbed: NIL
- If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and: NIL
iv) The expenditure incurred on Research and Development: NIL
(b) Foreign Exchange earnings and outgo:
i) Total foreign exchange inflow: NIL
ii) Total foreign exchange outflow: NIL
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS:
There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR
Not applicable as the Company has not made or received any application under the IBCduring the financial year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not entered into any one-time settlement and thus this clause is notapplicable.
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.
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.
|Registered Office: NIVAKA FASHIONS LIMITED Aa-47 Salt Lake City Sec: 1 Bl-Aa Kolkata - 700064. By order of the Board For Nivaka Fashions Limited Sd/- ||Sd/- |
|Bhavin Shantilal Jain ||Priyesh Shantilal Jain |
|Managing Director ||Director |
|DIN-00741604 ||DIN-00741595 |
|Place: Kolkata || |
|Date: 5th September 2022 || |