THE MEMBERS OF NIVI TRADING LIMITED
Your Directors have pleasure in presenting their report and audited accounts for theyear ended 31st March 2018.
| ||Year ended 31st March ||(Amt in Rs.) |
Year ended 31st March
| || ||2017 |
|Profit/(Loss) before taxation || ||-383380 |
|Add(Less): Provision for taxation/ Tax Adjustments || |
|Profit/(Loss) after taxation || ||-383380 |
|Add: Other Comprehensive Income || ||2210463 |
|Total Profit/(Loss) for the year ||-231984 ||1827083 |
The Company has incurred a loss of Rs276517/- as compared to previous years' loss ofRs.383380/- in the previous year.
In view of losses your Directors do not recommend any dividend for the year underreview.
Your Company is looking at various avenues to shore up it's reserves.
TRANSFER TO RESERVES
No amount is appropriated from Profit and Loss Account and transferred to any ReserveAccount.
The paid up Equity Share Capital as on March 31 2018 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 32rd 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).
However pursuant to the Companies Amendment Act 2017 which was notified on May 72018 the provision related to ratification of appointment of auditors by Members at everyAnnual General Meeting has been done away with.
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 Messrs N.L. Bhatia & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Report of the Secretarial AuditReport is annexed herewith as Annexure  to Board's Report'. The secretarialauditors' report does not contain any qualifications reservations or adverse remarks.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mrs. Sandra R. Shroff (DIN: 00189012) Director ofthe Company retires by rotation at the ensuing Annual General Meeting of the Company andbeing eligible offers herself for re-appointment.
The information of Director seeking re-appointment as required pursuant to Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in the notice convening the 33rd Annual General Meeting of theCompany.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both
under sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 16(b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
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.
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 four Board Meetings were held on 9th May 2017 11thAugust 2017 7th November 2017 and 30th January 2018.
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. Brubeclc DiasChief Financial Officer and Ms. Nikitha Nair w.e.f 7/11/2017 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 receives 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 RsL02 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.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. The same can be accessed on www.nivionline.com.
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 also that no discrimination or victimization is meted out to anywhistleblower. The policy is also posted on the website of the Company www.nivionline.com
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 clause 49 of theListing Agreement or Regulation 17 of SEBI (Listing Obligations And DisclosureRequirements) Regulations2015.
INTERNAL CONTROLS AND 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 in India. This ensures that the financial statements reflect true and fairfinancial position of the Company.
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 so as to achieve highdegree of business performance limit any negative impact on its working and avail ofbenefits arising out of any business opportunities. The audit committee has additionaloversight in the 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.
74.90 % of the total paid up equity shares of the Company are dematerialised as on 31stMarch 2018.
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 2018 is furnished here below
L CONSERVATION OF ENERGY - Not Applicable
II. TECHNOLOGY ABSORPTION - Not Applicable
III. FOREIGN EXCHANGE EARNING AND OUTGO
Rs. in Lacs.
(a) Foreign Exchange earned
(b) Foreign Exchange outgo
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 annua! financial statements for the year ended 31stMarch2018 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 of the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 312018 and of the loss of the Company for the yearended on that date.
c) That proper and sufficient 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.
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 the provisions of Clause 49 of the Listing Agreement or relevantRegulations of SEBt (Listing Obligations And Disclosure Requirements) Regulations 2015are not mandatory for the time being hence the same is not attached to this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 are set out and annexed herewith asAnnexure  to Board's 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.
DEMATERIALISATION OF SHARES:
1) Demat Your Shares of the Company
We find that a number of 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/15/2018-19 dated 5th July 2018 have informed all the ListedCompanies in BSE that transfer of Shares will be effected only if the Shares are indematerialized form.
2) Pan no and Bank details are also to be given to the Company or RTA of the company asit is mandatory.
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.
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 2018;
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.
Your Directors are thankful to all the stakeholders and various government agencies andministries for their continued support.
|Mumbai ||By Order of the Board of Directors |
|27th April 2018 ||For NIVI TRADING LIMITED |
|Registered Office: || |
|c/o United Phosphorus Ltd. || |
|Readymoney Terrace 4th Floor || |
|167 Dr. Annie Besant Road ||Rajnikant Devidas Shroff |
|Worli Mumbai-400018. ||Chairman |
|CIN: L99999MH1985PLC036391 ||(DIN:00180810) |