You are here » Home » Companies ยป Company Overview » Nivi Trading Ltd

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 2022.

FINANCIAL RESULTS

(Amt. in Thousand)

Particulars Year ended 31st March 2022 Year ended 31st March 2021
Profit/(Loss) before taxation (75) 160
Add/(Less): Provision for taxation/ Tax Adjustments 10 (110)
Profit/(Loss) after taxation (65) 50
Add: Other Comprehensive Income 569 613
Total Profit/(Loss) for the year 504 663

OPERATIONAL PERFORMANCE

The Company has achieved profit of Rs. 5.04 Lakhs as compared to previous year's profitof Rs. 6.63 Lakhs.

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

You Company do not propose to transfer any amount to reserves.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31 2022 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. They will hold office till theconclusion of the ensuing 37th Annual General Meeting.

Pursuant to the provisions of Section 139 of the Act the Board of Directors of theCompany based on the recommendation of Audit Committee recommends reappointment of M/sVora & Associates Chartered Accountants Mumbai for a further period of five (5)years i.e. upto the conclusion of 42nd AGM. The statutory auditor has confirmedthat they are not disqualified from being re-appointed as auditor of the Company. TheCompany has also received a letter from them confirming their eligibility to bere-appointed as the statutory auditor of the Company.

There are no instances of any fraud reported by the statutory auditor to the AuditCommittee or the Board pursuant to Section 143(12) of the Act. The report of the StatutoryAuditors along with the Notes to Schedules forms part of the Annual Report and contains anUnmodified Opinion without any qualification reservation 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 Practicing Company Secretaries to undertakethe Secretarial Audit of the Company for the financial year 2021-22. 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. Rajnikant Devidas Shroff (DIN: 00180810)Director of the Company retires by rotation at the ensuing 37th Annual GeneralMeeting of the Company and being eligible offers himself for re-appointment. An OrdinaryResolution in this regard has been proposed for approval of the 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 Company Secretaries of India (ICSI) is provided in the annexure to theNotice convening the 37th Annual 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 as 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 are registered on the Independent Director Databank maintained by theIndian Institute of Corporate Affairs (IICA).

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) Regulations 2015 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.

NUMBER OF MEETINGS OF THE BOARD

During the year under review four Board Meetings were held on 31st May2021 10th August 2021 12th November 2021 and 8thFebruary 2022.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of section 177 of the Companies Act 2013 the Company hasconstituted an Audit Committee consisting of the following persons:

1. Mr. Prasad Paranjape (Chairman)

2. Mr. Rajnikant D. Shroff (Member)

3. Mrs. Meena D. Ved (Member)

There were no recommendations of the Audit Committee which were not accepted by theBoard.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of section 178 of the Companies Act 2013 the Company hasconstituted a Nomination and Remuneration Committee consisting of the following persons:

1. Mrs. Meena D. Ved (Chairman)

2. Mr. Rajnikant D. Shroff (Member)

3. Mr. Prasad Paranjape (Member)

KEY MANAGERIAL PERSONNEL

As on March 31 2022 the Company had the following Key Managerial Personnel as perSection 2(51) of the Act:

1. Mrs. Sandra Rajnikant Shroff - Managing Director

2. Mr. Brubeck Pierre Dias - Chief Financial Officer

3. Ms. Nikitha Nair - Company Secretary and Compliance Officer (upto 5th May 2022).

Ms. Nikitha Nair has resigned from the position of Company Secretary and ComplianceOfficer with effect from May 5 2022.

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.

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 Company operates in single segment viz. Trading

BUSINESS OUTLOOK

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

FINANCIAL RATIOS

The financial ratios including the changes therein have been provided in the notes toFinancial Statements.

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 asunder:

- Funding risk: As there are no much activities in the Company the Company may not beable 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 / Regulationswill require fresh compliances. The mitigating factors are that the group has very strongand dedicated team consisting of professionals to study regulatory changes and freshrequirement.

- Foreign Currency risk: The Company is engaged in trading activities which may leadto risk of less profit/loss on account of volatility in foreign currency exchange. Themitigating factors are that the management ensures in trading transactions in such a waythat there are minimal risks of volatility in foreign currency exchange or the Company maytake 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

75.88% of the total paid up equity shares of the Company are dematerialized as on 31stMarch 2022.

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 2022 is furnished here below.

I. CONSERVATION OF ENERGY - Not Applicable

II. TECHNOLOGY ABSORPTION - Not Applicable

III. FOREIGN EXCHANGE EARNING AND OUTGO

(a) Foreign Exchange earned - Nil
(b) Foreign Exchange outgo - Nil

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 2022 the applicable accounting standards have been followed along with 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 2022 and of theprofit 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 and net worth of your Company does not exceed Rs.10 crores and Rs. 25 crores respectively 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 payment of 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 40 and mademandatory dematerialization of Shares for the transfer of the securities. Accordingly TheStock Exchange Mumbai vide their letter no IST/COMP/15/2018-19 dated 5th July2018 have informed all the Listed Companies in BSE that transfer of Shares will beeffected 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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review from 1st April 2021 to 31st March2022 there were no material changes or commitments affecting the financial position ofthe Company.

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 2022;

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.

e) There is no application made or proceeding pending under the Insolvency andBankruptcy Code 2016 during the financial year 2021-22.

f) There was no instance of one-time settlement with any Bank or Financial Institution.

g) The Company is not required to maintain cost records under Section 148 of CompaniesAct 2013 read with the rules made thereunder.

ACKNOWLEDGEMENT

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

Mumbai By Order of the Board of
Directors
5th May 2022 For NIVI TRADING LIMITED
Sd/-
Registered Office: Rajnikant Devidas Shroff
Chairman
c/o United Phosphorus Ltd. Readymoney Terrace (DIN: 0180810)
4th Floor 167 Dr. Annie Besant Road Worli
Mumbai-400018.
CIN: L99999M H1985PLC03639

.