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Nivi Trading Ltd.

BSE: 512245 Sector: Financials
NSE: N.A. ISIN Code: INE552F01011
BSE 05:30 | 01 Jan Nivi Trading Ltd
NSE 05:30 | 01 Jan Nivi Trading Ltd

Nivi Trading Ltd. (NIVITRADING) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their report and audited financialstatements for the year ended 31st March 2020.

FINANCIAL RESULTS

(Amt. in Rs.)

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Profit/(Loss) before taxation (538187) 985594
Add(Less): Provision for taxation/ Tax Adjustments 17304 (333205)
Profit/(Loss) after taxation (555491) 1318799
Add: Other Comprehensive Income (706501) (150646)
Total Profit/(Loss) for the year (1261992) 1168153

OPERATIONAL PERFORMANCE

The Company has suffered a loss of Rs. 1261992/- as compared to previous year'sprofit of Rs.1168153/-.

DIVIDEND

Your Directors do not recommend any dividend for the year under review. Your Company islooking at various avenues to shore up its reserves.

TRANSFER TO RESERVES

No amount is appropriated from Profit and Loss Account and transferred to any ReserveAccount.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31 2020 was Rs. 12456000.

i) Issue of Equity Shares with differential rights Issue of Sweat Equity shares andIssue of Employee

Stock Options

During the year under review the Company has not issued any shares with differentialvoting rights Issue of Sweat Equity shares and Issue of Employee Stock Options- (ESOS).

ii) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Investments covered under the provisions of Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin the notes to the Financial Statements. There are no loans given and no guaranteesissued by the Company.

AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors

At the 32nd Annual General Meeting of the Company held on 8thAugust 2017 the Members of the Company have approved the appointment of M/s Vora &Associates Chartered Accountants (ICAI Firm Registration Number 111612W) as the StatutoryAuditors of the Company pursuant to Section 139 of the Companies Act 2013 for a term of 5(five) years from the Company's financial year 2017-18 to hold office from the conclusionof 32nd Annual General Meeting of the Company subject to ratification of theirappointment at every Annual General Meeting if required under the Act till theconclusion of 37th Annual General Meeting.

The report of the Statutory Auditors along with the Notes to Schedules forms part ofthe Annual Report and contains an Unmodified Opinion without any qualificationreservation or adverse remark.

b) Secretarial Audit

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 N.L. Bhatia & Associates Practising Company Secretaries to undertakethe Secretarial Audit of the Company for the financial year 2019-20. Accordingly theSecretarial Audit Report (Form MR 3) is annexed herewith as 'Annexure [1] to Board'sReport'. The Secretarial Audit Report does not contain any qualifications reservations oradverse remarks.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Jaidev R. Shroff (DIN: 00191050)Non-Executive Director of the Company retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers himself for re-appointment. An OrdinaryResolution in this regard has been proposed for approval of members.

During the year the Board of Directors on recommendation of the Nomination andRemuneration Committee have re-appointed Mrs. Sandra Rajnikant Shroff (DIN: 00189012) as aManaging Director without payment of any remuneration for a further term of 5(five)consecutive years with effect from 30th March 2020 to 29th March2025 subject to approval of members at the ensuing 35th Annual GeneralMeeting. Accordingly a special resolution seeking approval of members has beenincorporated in the Notice of the 35th Annual General Meeting of the Companyalongwith brief details as prescribed.

The first term of 5(five) years of Mr. Nitin Achyut Kolhatkar (DIN:03246005) and Mr.Rahul Rangnath Jadhav (DIN: 06955337) as Independent Directors of the Company concluded on29th March 2020. The Board of Directors on the recommendation of theNomination and Remuneration Committee and based on the performance evaluation haveappointed Mr. Nitin Achyut Kolhatkar (DIN:03246005) and Mr. Rahul Rangnath Jadhav (DIN:06955337) as Additional Directors (Non-Executive and Independent) effective 30thMarch 2020 till the conclusion of the ensuing 35th Annual General Meeting andas

Independent Directors for the second term of 5(five) consecutive years effective 30thMarch 2020 to 29th March 2025 subject to approval of members at the ensuing 35thAnnual General Meeting. Therefore two Special Resolutions in this regard have beenproposed for approval of members.

Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee have also appointed Mr. Prasad Vasudev Paranjape (DIN: 00242305) and Mrs. MeenaDeepak Ved (DIN: 07706272) as Additional Directors (Non-Executive and Independent) on theBoard of the Company with effect from 15th June 2020 to hold office till theconclusion of the ensuing 35th Annual General Meeting and as IndependentDirectors for a term of 5(five) consecutive years effective 15th June 2020 to14th June 2025 subject to approval of members at the ensuing 35thAnnual General Meeting. Two Ordinary Resolutions in this regard have been proposed forapproval of members.

The information of Directors seeking appointment/ re-appointment as required pursuantto Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and the Secretarial Standard on General Meetings issued by the Institute of CompanySecretaries of India (ICSI) is provided in the annexure to the Notice convening the 35thAnnual General Meeting of the Company.

All the independent directors of the Company have given requisite declarations statingthat they meet the criteria of Independence laid down under Section 149(6) of theCompanies Act 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. In the opinion of the Board there has been nochange in the circumstances which may affect their status independent directors of theCompany and the Board is satisfied of their integrity expertise and experience [includingproficiency in terms of Section 150(1) of the Act and applicable rules thereunder] of allIndependent Directors on the Board. In terms of Section 150 read with Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014 Independent Directorsof the Company have undertaken requisite steps towards inclusion of their names in thedata bank of Independent Directors maintained with the Indian Institute of CorporateAffairs.

None of the Directors of the Company has incurred any disqualification.

As the paid-up equity share capital of your Company is not exceeding twenty-five crorerupees a statement pursuant to the provisions of Section 134(3)(p) the Companies Act2013 and Rule 8(4) of the Companies (Accounts) Rules 2014 And Regulation 24(4) (a) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations2015 indicating themanner in which formal annual evaluation has been made by the Board of its own performanceand that of its committees and individual directors is not required to be given.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted the policy for selection and appointment of Directors Seniormanagement and their remuneration. The policy lays down criteria for selection ofdirectors and senior management such as expertise experience and integrity of thedirectors independent nature of the directors personal and professional standingdiversity of the Board etc. At present no Director of the Company receives anyremuneration from the Company.

NUMBER OF MEETINGS OF THE BOARD

During the year five Board Meetings were held on 17th May 2019 31stJuly 2019 7th November 2019 7th February 2020 and 29thMarch 2020.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of section 177 of the Companies Act 2013 the Company hasconstituted an Audit Committee consist of two Independent Directors and one otherDirector. There are no recommendations of the Audit Committee which are not accepted bythe Board.

KEY MANAGERIAL PERSONNEL

Mrs. Sandra Rajnikant Shroff (DIN 00189012) Managing Director Mr. Brubeck PierreDias Chief Financial Officer and Ms. Nikitha Muralidharan Nair Company Secretary andCompliance officer are the Key Managerial Personnel of your Company in accordance with theprovisions of Sections 2(51) 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

As none of the Directors of your Company receive remuneration from the Company and theSenior management personnel are working for the Company on deputation basis theinformation required under Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time in respect of Directors/ employees of your Company are notgiven.

The Company has no employee who- (i) if employed throughout the financial year was inreceipt of remuneration in aggregate more than Rs.1.02 crores or (ii) if employed for apart of the financial year was in receipt of remuneration in aggregate more thanRs.8.50 lacs per month. Hence the information required to be given pursuant to theprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time is not applicable and hence not attached.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large.

Since there were no materially significant Related Party Transactions entered intoduring the year the Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 is not attached to thisReport.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company has formed whistleblower policy to deal with any fraud irregularity ormismanagement in the Company. The policy enables any employee or director to directlycommunicate to the Chairman of the Audit Committee to report any fraud irregularity ormismanagement in the Company. The policy ensures strict confidentiality while dealing withconcerns and no discrimination or victimization is meted out to any whistleblower.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENT

The Company is engaged in trading activities SEGMENTWISE PERFORMANCE The Companyoperates in single segment viz. Trading BUSINESS OUTLOOK

The Company continues to look at new opportunities of trading in India and abroad.

RISK MANAGEMENT FRAMEWORK

Pursuant to SEBI Listing Regulations the Company has prepared Risk ManagementFramework for identifying and evaluating various major business risks faced by theCompany. Risk Management Framework aims to lay down the procedure for risk assessment andrisk minimization. Risk Management Framework is prepared to ensure internal controls andeffectively respond to any changes in the business environment to achieve high degree ofbusiness performance limit any negative impact on its working and avail of benefitsarising out of any business opportunities. The audit committee has additional oversight inthe area of financial risks and controls.

There are standard practices in place to ensure that strong financial controls are inplace.

Key business risks perceived by the Company and mitigating initiatives are as under:

- Funding risk: As there are no much activities in the Company the Company may notbe able to mobilize adequate funds if any in time. The mitigating factors are that theCompany has good investment in the quoted shares etc. so raising additional funds ifany will not be difficult for the Company.

- Regulatory risk: Any change in Government / Regulators Policy / Rules /Regulations will require fresh compliances. The mitigating factors are that the group hasvery strong and dedicated team consisting of professionals to study regulatory changes andfresh requirement.

- Foreign Currency risk: The Company is engaged in trading activities which maylead to risk of less profit/loss on account of volatility in foreign currency exchange.The mitigating factors are that the management ensures in trading transactions in such away that there are minimal risks of volatility in foreign currency exchange or the Companymay take adequate forward cover for foreign exchange fluctuations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system commensurate with the size scale andcomplexity of its operation. The Group has an in-house internal audit team whichundertakes internal audit and ensures that all transactions are authorized and recorded inthe books of the Company. The internal audit department monitors the efficacy and adequacyof internal control. Significant audit observations if any are presented to the AuditCommittee and action taken to correct any deficiency is informed to them. The reportprepared by internal audit team forms the basis of utilization by the Managing Directorand Chief Financial Officer for financial reporting as required under Regulation 17 ofSEBI (Listing Obligations And Disclosure Requirements) Regulations2015.

Internal Controls over Financial Reporting:

The Company has adequate internal financial controls in place commensurate with thesize scale and complexity of its operations.

The Company is complying with all the applicable Accounting Standards. The accountingrecords are maintained in accordance with generally accepted accounting principles inIndia. This ensures that the financial statements reflect true and fair financial positionof the Company.

REPORTING OF FRAUD

The auditors of the Company have not reported any fraud as specified under section143(12) of the Companies Act 2013.

DEPOSITORY SYSTEM

74.90 % of the total paid up equity shares of the Company are dematerialised as on 31stMarch 2020.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

The particulars relating to energy conservation technology absorption foreignexchange earnings and outgo as required to be disclosed under section 134(3)(m) of theCompanies Act 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 forthe year ended 31st March 2020 is furnished here below.

I. CONSERVATION OF ENERGY - Not Applicable

II. TECHNOLOGY ABSORPTION - Not Applicable

III. FOREIGN EXCHANGE EARNING AND OUTGO

Rs. in Lakhs
(a) Foreign Exchange earned -
(b) Foreign Exchange outgo -

DIRECTORS RESPONSIBILITY

To the best of their knowledge and belief and according to the information andexplanations obtained by the directors make the following statements in terms of Section134(3)(c) of the Companies Act 2013:

a) That in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed alongwith properexplanation relating to material departures if any.

b) That such accounting policies as mentioned in Note 1(B) of the Notes to theFinancial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2020 and of theloss of the Company for the year ended on that date.

c) That proper and enough care has been taken 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) That the annual financial statements have been prepared on a going concern basis.

e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

CORPORATE GOVERNANCE

As the paid-up equity share capital of your Company is not exceeding Rs. 10 crores andNet Worth is not exceeding Rs. 25 crores as on the last date of the previous financialyear the compliance with certain Regulations of SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 are not mandatory for the time being hence the same isnot attached to this Report.

LISTING OF THE COMPANY'S EQUITY SHARES AND DEMAT

The Equity Shares of your Company continue to be listed at the BSE Ltd. The Stock Codeis 512245. There is no default in paying annual listing fees.

EXTRACT OF ANNUAL RETURN

A copy of the Annual return filed by the Company shall be displayed on the website ofyour Company at www.nivionline.com

DEMATERIALISATION OF SHARES

1. Demat Your Shares of the Company

We find that several shareholders are still holding the Company Shares in PhysicalForm. All such members are requested to immediately approach their respective DepositoryParticipants and get their Physical Holding of the Company's shares into dematerializedform.

Further Securities and Exchange Board of India has amended Regulation no 40 andmade mandatory dematerialization of Shares for the transfer of the securities.Accordingly The Stock Exchange Mumbai vide their letter no IST/COMP/15/2018-19dated 5th July 2018 have informed all the Listed Companies in BSE thattransfer of Shares will be effected only if the Shares are in dematerialized form.

2. PAN and Bank details are to be given to the Company or RTA of the company as it ismandatory.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

GENERAL

No disclosure or reporting is required in respect of the following points as there wereno transactions on these items or were not applicable to your Company during the yearunder review.

a) The Company has no subsidiary as on 31st March 2020;

b) The Company has not accepted any deposits from public.

c) Details about the policy developed and implemented by the Company on corporatesocial responsibility initiatives taken during the year.

d) Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

ACKNOWLEDGEMENT

Your Directors are thankful to all the stakeholders various government agencies andministries for their continued support.

By Order of the Board of Directors
For NIVI TRADING LIMITED
Rajnikant Devidas Shroff
Chairman
(DIN:00180810)
Mumbai
15th June 2020
Registered Office:
c/o United Phosphorus Ltd.
Readymoney Terrace 4th Floor
167 Dr. Annie Besant Road
Worli Mumbai-400018.
CIN: L99999MH1985PLC036391

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