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Shree Nidhi Trading Company Ltd.

BSE: 540253 Sector: Financials
NSE: N.A. ISIN Code: INE066E01015
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VOLUME 39994
52-Week high 3.74
52-Week low 0.93
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Nidhi Trading Company Ltd. (SHREENIDHITRAD) - Director Report

Company director report

Dear Members

The Directors are pleased to present the 36th Annual Report of the Companytogether with Audited Accounts for the year ended March 31 2018.

1. Financial Highlights

The highlights of the financial performance of the Company for the financial year ended31st March 2018 as compared to the previous financial year are as under:-

(In Rs.)

Particulars Standalone Consolidated
2017-18 2016-17 2017-18
Total Revenue 4399786 5364982 4651136
(Less):Total Expenditure (3590046) (5193866) 4382432
268704
Profit before Exceptional & Extraordinary Items 809740 171116
Add/(Less): Exceptional Items - - -
-
Add/(Less): Extraordinary Items (Profit on Sale of Fixed Assets) - -
Profit/(Loss) Before Tax 809740 171116 268704
(Less): Provision for Current Tax (208508) (52875) (227306)
(Less)/Add: Earlier year Tax written off - (4531) -
(Less)/Add: Contingent provision for Standard Assets (20447) (14652) (20447)
-
(Less)/Add: Current Tax expense relating to prior years - -
Net Profit/(Loss) after Tax before minority interest 580785 99058 20951
Add: Share in net profit/loss of Subsidiaries attributable to minority interest (265136)
(Less): Transfer to Statutory Reserve (116157) (19812) (116157)
1581770
Add/(Less): Brought forward from previous year 1581770 1502524
Balance carried to Balance Sheet 2046398 1581770 1751700

2. Performance

(a) Annual Financial Results

The total income of the Company during the Financial Year 2017-18 was Rs. 4399786/-as compared to Rs. 5364982/- for the previous financial year. The profit before taxstood at Rs. 809740/- as compared to Rs. 171116/- in the previous financial year.

(b) Annual Consolidated Financial Results

In accordance with Section 129(3) of the Companies Act 2013 (herein referred to as"the Act") and Rules made thereunder the Consolidated Financial Statement ispresented in the Annual Report 2017-18. The audited financial statements together with theConsolidated Financial Statements and related information of the Company and auditedaccounts of each subsidiary company are available on the Company's Websitewww.shreenidhitrading.com.

It shall also lay down the Separate Financial Statements of the Subsidiaries with theFinancial Statement of the Company in its Annual General Meeting.

Having regards to the first proviso to Section 136 of the Act read with the Rules madethereunder a separate statement containing the salient features of the financialstatement i.e. Form AOC-1 is disclosed in Annexure-1. The Company will provide a copy ofthe annual accounts in respect of each Subsidiary to the shareholders on request and thesaid annual accounts will also be kept open for inspection at the Registered Office of theCompany and the respective Registered Office of the Subsidiary Companies. Any memberinterested in obtaining the said information may write to Mr. Tanumay Laha ManagingDirector at 7 Lyons Range 3rd Floor Room No. 9 & 10 Kolkata - 700 001E-Mail ID: shreenidhico@yahoo.com and the same shall be furnished on request.

As per Listing Regulation a policy on material subsidiaries as approved by the boardmay be assessed on the Company's Website www.shreenidhitrading.com

(c) Performance of financial position of the subsidiaries and associates companiesduring the year

The total income of the Company during the Financial Year 2017-18 on a consolidatedbasis is Rs. 4651136/-. The previous year figure has not been provided as thebusinesses of the subsidiaries have not been commenced. The total expenses for the yearunder review is Rs. 4382432/- .

(d) Names of companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year

At on March 31 2018 the Company had 25 subsidiaries and no joint ventures andassociate Companies.

The details of the same have been provided in Form AOC-1 which is appended to theDirectors' Report in Annexure-1.

Further In terms of Rule 8(5)(iv) of the Companies (Accounts) Rules 2014 thedisclosure on subsidiaries companies is made hereunder:

The names of companies which have become its subsidiaries during the period underreview

None of the Companies have become Subsidiaries during the period under review

The names of companies which have ceased to be its subsidiaries during the periodunder review

M/s. Moonshine Enclave Limited a wholly owned subsidiary ceased to be its subsidiaryduring the period under review

3. Share Capital

During the year under review there has been no change in the Authorised or Paid-upShare Capital. The Authorised Share Capital of the Company stands at Rs. 80000000/-divided into 8000000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of theCompany is Rs. 77937000 divided into 7793700 Equity Shares of Rs. 10/- each.

4. Dividend

In order to conserve the resources of the Company and considering the business plan ofthe Company the Board of Directors has not recommended any dividend on the Equity Sharesof the Company for the Financial Year ended March 31 2018.

5. Reserves

The Company has transferred Rs. 116157 to the Statutory Reserves maintained undersection 45 IA of the Reserve Bank of lndia Act 1934. The detail of the amountsapportioned to the reserves has been provided under the category "FinancialHighlights" in this Directors Report.

6. Accounting Standards Followed By the Company

The Financial Statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles (GAAP) to comply with the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules2014 and the relevant provisions of the Act and the Guidelines prescribed by the RBI asapplicable.

7. Listing

The equity shares of the Company were listed on BSE Ltd. under Direct Listing routew.e.f. January 16 2017. The Company equity shares continue to be listed on the CalcuttaStock Exchange Limited. Further trading in securities on the BSE Ltd. was suspended fromthe period August 2017 to January 2018.

8. Corporate Governance Report

The Company has been voluntarily complying with all the requirements of the code ofCorporate Governance as specified by SEBI.

A separate report on Corporate Governance is voluntarily furnished as a part of theDirectors' Report and the certificate from a Practicing Chartered Accountant regardingcompliance of condition of Corporate Governance is annexed to the said Report.

9. Extract of the Annual Return

The Extract of the Annual Return as on the financial year ended on March 31 2018 inForm MGT-9 pursuant to section 92(3) of the Act and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is attached to the Directors' Report in Annexure-2.

10. Number of Meetings of the Board

The Board of Directors of the Company met Seven (7) times during the Financial Yearunder review i.e. on: 28/04/2017 30/05/2017 14/08/2017 11/11/2017 26/12/201714/02/2018 and 20/03/2018.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Act and sub-regulation 3 of Regulation 25 of the Listing Regulations was held on20/03/2018.

The Meetings were held in accordance with the provisions of the Act and the ListingRegulations and the Secretarial Standard-1 issued by the ICSI.

The details of the Meetings of the Board of Directors during the Financial Year 2017-18is encompassed in the Corporate Governance Report which is annexed to the said Report.

11. Disclosure pursuant to Section 177(8) of the Act - Composition of the AuditCommittee

The Audit Committee of the Company comprises of three Non-Executive IndependentDirectors as on March 31 2018. The Committee is Chaired by a non-executive IndependentDirector Mr. Arun Kumar Khemka (DIN- 00428276).

The details of the same are morefully provided in the Corporate Governance Report.

During the Financial Year under review the Committee met four (4) times viz.30.05.2017 14.08.2017 11.11.2017 and 14.02.2018 and all such meetings were held inaccordance with the provisions of the Act and the Listing Regulations.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2017-18.

12. Composition of the Nomination and Remuneration Committee

In terms of Section 178(1) of the Act and Regulation 19 of the Listing Regulations theNomination and Remuneration Committee should comprise of at least three Directors; all ofwhom should be Non-Executive Directors. The Committee of the Company comprises of threenon-executive Independent Directors as on March 31 2018.

The details of the Committee are morefully provided in the Corporate Governance Report.

13. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of three Non-Executives IndependentDirector.

The details of the Committee are morefully provided in the Corporate Governance Report.

14. Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with section 134(5) of the Actthe Board of Directors to the best of their knowledge and ability confirm that:

I. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

II. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

III. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

IV. they have prepared the annual accounts on a going concern basis;

V. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

VI. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

15. Declaration by the Independent Directors

Section 149(7) of the Act requires that every Independent Director to give adeclaration that he/she meets the criteria of Independence at the first Board Meeting ofevery financial year.

Accordingly the Company has taken on record the Statement of Declaration ofIndependence as submitted by all the Independent Directors.

16. Policy on Directors' Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and as stipulated in regulation 19 of the Listing Regulation the Nominationand Remuneration Committee has formulated the criteria for determining qualificationspositive attributes and independence of a director and has further formulated a policyrelating to the remuneration for directors key managerial personnel and other employeeswhich has been duly approved by the Board of Directors.

While formulating the Policy the Nomination and Remuneration Committee has assuredthat:

a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

b. The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and

c. The remuneration to Directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The details of the same have been provided in the Corporate Governance Report for theFinancial Year 2017-18. The shareholders may also visit the Company's website for thedetailed Nomination and Remuneration Policy of the Company on Directors appointment andremuneration at http://www.shreenidhitrading.com/Nomination&Remuneration-Policy.html.

17. Auditors & Auditors' report

A. Statutory Auditors

M/s. Pachisia & Associates Chartered Accountants (Firm Registration No. 327542E)of 783 Anandapur Kolkata 700 107 is the Statutory Auditor of the Company and holdsoffice till the conclusion of the 37th Annual General Meeting to be held in thecalendar year 2019.

In terms of section 40 of the Companies (Amendment) Act 2017 read with Companies(Audit and Auditors) Second Amendment Rules 2018 notified to be effective from 7thMay 2018 the requirement of ratifying the appointment of Auditor has been omitted.

In this connection M/s. Pachisia & Associates have furnished a Certificate ofEligibility pursuant to Section 141 of the Act read with the Rules framed thereunder.

B. Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverse remarksor qualification.

C. Maintenance of cost records

Maintenance of cost record as specified by the Central Government under sub section 1of section 148 of Companies Act 2013 is not required by the Company.

D. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMs. Sweety Sharma (C.P. No. 13098 Membership No. 35080) Company Secretary in Whole-timePractice to undertake the Secretarial Audit of the Company for Financial Year 2017-18.

E. Secretarial Audit Report

The Secretarial Audit Report is attached to the Directors' Report in Annexure-3.The Report of the Secretarial Audit Report does not contain any adverse remark exceptthe following:

1. Delay of filing in e-form MGT-14 w.r.t. appointment of SecretarialAuditor.

2. Company has not appointed Company Secretary as per the provision ofsection 203 of the Companies Act 2013

3. Company's Shares were suspended from trading as per Notice No.SEBI/HO/ISD/OW/P/2017/18183 dated August 7 2017 under GSM frame work.

4. Further the BSE Ltd. Vide its letter no.L/SURV/OFL/AB/2017-18/SHELL/COMP/540253/1 dated 5th February 2018 hasappointed Chartered Accountant Firm to carry out the forensic audit of the Company.

Board of Directors' Comment:-

1. The Company has inadvertently not filed the form regarding the appointment ofSecretarial Auditor.

2. The Company had duly given advertisement to fill the vacancy of the CompanySecretary of the Company. Whereas have not received any positive response for the same.

3. The Company has made requisite representations to the exchange under the GradedSurveillance Measures (GSM) and appealed before the Securities AppellateTribunal for revocation of Suspension.

17. Reporting of Fraud by Auditor

During the year under review the Statutory Auditor and the Secretarial Auditor havenot reported any instances of fraud committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013.

18. Particulars of Loans guarantees or investments under section 186

The provisions of section 186 of the Act are not applicable upon a Non-BankingFinancial Company. Therefore the Company is not required to provide any disclosurepursuant to Section 134(3)(g) of the Act.

19. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business.

The Company has adhered to its "Policy on Related Party Transactions andMateriality of Related Party Transactions" while pursuing all Related Partytransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.

Further during the year the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

20. State of Company Affairs & Future Outlook

The Company a Non-Banking Financial (Non-Deposit Accepting or Holding) Company doesnot have any public deposits as on March 31 2018.

The total income of the Company (standalone) during the Financial Year 2017-18 was Rs.4399786/- as compared to Rs. 5364982/- for the previous financial year. The profitbefore tax stood at Rs. 809740/- in the reporting year as compared to previous financialyear was Rs.171116/-.

The core financial activities of the Company comprises of providing of business loan tocorporate and individuals and investment in securities of bodies corporate. Further theCompany is making all due efforts in achieving its business objectives in the mostefficient manner and to recover from the losses of the Company by stabilizing its positionas an NBFC.

21. 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.

No Material Changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors' Report.

22. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014 regardingConservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo

In terms of Section 134 (3) (m) of the Act read with the Rules made there under theCompany has no activity relating to Conservation of Energy Technology Absorption. Thereis no Foreign Exchange Earning and Outgo during the financial year.

Therefore the Company is not required to make any disclosure as specified in Section134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014.

23. Risk Management

In terms of Listing Regulations though not mandatorily required the Company hasconstituted a Risk Management Committee the details of which are morefully provided inCorporate Governance Report forming part of this Annual Report.

The Board of Directors in compliance with Section 134(3)(n) of the Act and Listingregulations has approved the Risk Management Policy which provides for the identificationtherein of elements of risk which in the opinion of the Board may threaten the existenceof the Company. Further the policy is also available on Company's websitewww.shreenidhitrading.com.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory. The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a pro-active approach in reportingevaluating and resolving risks associated with the business.

Further in terms of Regulation 17(9)(b) of Listing Regulations the Board of Directorsis responsible for framing implementing and monitoring the Risk Management Plan of theCompany and has have delegated the power of monitoring and reviewing of the riskmanagement plan to the Risk Management Committee.

24. Policy on Corporate Social Responsibility (CSR) Initiatives

Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore the Company is not required to make any disclosure as specified in Section134(3)(o) of the Act.

25. Manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors.

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations the disclosure regarding the manner of formal annualevaluation by the Board of its own performance and that of its various committees andindividual directors is provided hereto:

a. Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations the Nomination andRemuneration Committee has formulated the criteria for evaluation of the performance ofthe Independent Directors and the Board. The Nomination and Remuneration Committee alsoidentifies persons qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommends to the Board theirappointment and removal and carries out the evaluation of every director's performance inaccordance with Section 178(2) of the Act read with the Rules framed there under and PartD of Schedule II of the Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and evaluate theperformance of all the Board Committees.

Further the Nomination and Remuneration Committee has formulated criteria fordetermining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees. The details of the same are morefully describedin the Corporate Governance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity in accordance with Regulation 19(4) of the Listing Regulations.

b. Performance Evaluation of the Individual Directors

Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany carries out the performance evaluation of the individual directors.

c. Board of Directors

A separate meeting of the Independent Directors of the Company was held on 20/03/2018pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the ListingRegulations for transacting the following businesses as set forth in the Agenda:

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company taking into account the viewsof the executive directors and non-executive directors.

3. Assessment of the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by theNomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all thenon-independent Directors and the Chairman.

d. Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.

On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the independent directors is beingconsidered.

e. Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees based onthe Company's Performance Evaluation Policy.

26. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct read with Rules made thereunder and pursuant to Regulation 19 of the ListingRegulations read with Part D of Schedule II.

The Nomination and Remuneration Policy is available on the website of the Company athttp://www.shreenidhitrading.com/Nomination&Remuneration-Policy.html

27. Board Diversity policy

The Company acknowledges and embraces the benefits of having a diverse board foreffective decision making and views diversity at the board level as an important elementin strong corporate governance. Diversity encompasses diversity of perspectiveexperience background gender age ethnicity and geographic background psychologicaltype and personal attributes. Appointments to the Board are made in the context ofcomplementing and expanding the skills knowledge and experience of the Board as a whole.

The Board has adopted the Board Diversity Policy which sets out the approach todiversity of Board of Directors.

The Board Diversity Policy is available on the website of the Company athttp://www.shreenidhitrading.com/Policy-on-Board-Diversity.html

28. Directors & Key Managerial Personnel

 

a. Non-Executive & Executive Directors - Non-independent.

Mr. Tanumay Laha (DIN-01731277) being Executive Director of the Company retires atthe ensuing Annual General Meeting and being eligible offers himself for re-appointmentas the Managing Director without any variation in the terms of his appointment.

b. Independent Directors

Pursuant to Section 149 of the Act read with the Rules made thereunder the IndependentDirectors shall hold office for a period of up to 5 consecutive years and shall not beliable to retire by rotation.

In this connection the Independent Directors of the Company viz: Mr. Arun KumarKhemka and Mr. Rajesh Kurmi were appointed for a term of five consecutive years commencingfrom the conclusion of 32nd Annual General Meeting of the Company and Mrs.Jyoti Lohia was appointed as a non-retiring Independent Director of the Company to holdoffice for a period of five consecutive years from the conclusion of the 33rdAGM till the conclusion of 38th Annual General Meeting or till such earlierdate to conform with the policy on retirement keeping in view their educational /professional qualifications working experience expertise in line with Company'sbusiness positive attributes already being on the Board of the Company and benefits thatthe Company will derive with their appointment.

Further Mr. Rakesh Kumar Agarwal (DIN-02417926) and Mr. Shibashis Mukherjee(DIN-00846644) Non-Executive Independent Director of the Company have given theirresignation from the post of Directorship on August 3 2017 and December 12 2017respectively.

c. Chief Financial Officer.

Mr. Avik Gupta is the Chief Financial Officer of the Company.

d. Compliance Officer

Mr. Tanumay Laha is the Compliance Officer of the Company

29. Change in the nature business:

There has been no change in the nature of business of the Company in the Financial Yearunder review.

30. Details relating to deposits covered under Chapter V of the Act:

The Company has not accepted any deposits during the financial year under review. Nopublic deposits are outstanding or held by the Company as on March 31 2018.

31. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations:

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations except tothe extent that the Company was declared as the Shell Company by the Securities ExchangeBoard of India (SEBI) direction w.r.t. listed shell companies dated 3rdOctober 2017. Further SEBI carried out Graded Surveillance Measures (GSM) on the Companypassed an order dated February 5 2018 for conducting Forensic Audit of the Company andreverting the status of the Company out of GSM framework. The surveillance was startedfrom Stage 6 of GSM and currently the Company stands at Stage 1 of GSM.

32. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Company has an established Internal Financial Control framework including internalcontrols over financial reporting. The framework is reviewed regularly by the managementand tested by internal audit team and presented to the Audit Committee.

In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following:

a. Transactions are executed in accordance with the management's general or specificauthorization;

b. All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any

c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition

Thus the audit committee ensures that there is a direct relationship between theCompany's objectives and the internal financial controls it implements to providereasonable assurance about their achievement. Suggestions for improvement are consideredand the audit committee follows up on corrective action. The audit committee also meetsstatutory auditors of the company to ascertain inter alia their views on the adequacy ofinternal control systems and keeps the board of directors informed of its majorobservations periodically.

33. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014:

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

Further various disclosures pursuant to the section 197 read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedherein below:

In computing the various parameters Gross Salary has been considered. Gross Salary ofthe employees primarily encompasses Salary allowances and perquisites.

I. Details of employee posted in India throughout the financial year and in receipt ofremuneration of Rs. 1.02 crore

None of the employee posted in India throughout the financial year and in receipt ofremuneration of Rs. 1.02 crore.

II. Details of employee posted in India for part of the year and in receipt ofremuneration of Rs. 8.5 lakhs or more a month.

None of the employee posted in India throughout the financial year and in receipt ofremuneration of Rs. 8.5 lakhs or more a month.

III. Details of employee posted outside India and in receipt remuneration of Rs. 60lakhs or more per annum or Rs. 50lakhs or more a month.

None of the employee posted outside India and in receipt remuneration of Rs. 60Lakhs or more per annum or Rs. 50 Lakhs or more a month.

IV. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration
Mr. Tanumay Laha 1.45
-Executive Non-Independent Managing Director
Mr. Rajesh Kurmi - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Arun Kumar Khemka - No remuneration or sitting fees was paid
-Non Executive Non-Independent Director
Mrs. Jyoti Lohia - No remuneration or sitting fees was paid
- Non-Executive Independent Director
Mr. Rakesh Kumar Agarwal* -Since this information is for part of the year the same is not comparable.
- Non-Executive Independent Director
Mr. Shibashis Mukherjee** -Since this information is for part of the year the same is not comparable.
- Non-Executive Independent Director

* Mr. Rakesh Kumar Agarwal resigned from the post of Director w.e.f August 3 2017** Mr. Shibashis Mukherjee resigned from the post of Director w.e.f December 12 2017

V. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Mr. Tanumay Laha - No increase in remuneration
-Executive Non-Independent Managing Director
Mr. Rajesh Kurmi - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Arun Kumar Khemka - No remuneration or sitting fees was paid
-Non Executive Non-Independent Director
Mrs. Jyoti Lohia - No remuneration or sitting fees was paid
- Non-Executive Independent Director
Mr. Rakesh Kumar Agarwal* -Since this information is for part of the year the same is not comparable.
- Non-Executive Independent Director
Mr. Shibashis Mukherjee** -Since this information is for part of the year the same is not comparable.
- Non-Executive Independent Director
Mr. Avik Gupta - No Increase in remuneration.
-Chief Financial Officer

* Mr. Rakesh Kumar Agarwal resigned from the post of Director w.e.f August 3 2017** Mr. Shibashis Mukherjee resigned from the post of Director w.e.f December 12 2017

VI. The percentage increase in the median remuneration of the employees in thefinancial year.

There has been no increase in the median remuneration of the employees in the FinancialYear.

VII. The number of permanent employees on the rolls of the company.

As on March 31 2018 there is only 14 (Fourteen) Employee on the rolls of the Company.

VIII.The explanation on the relationship between average increase in remuneration andcompany performance.

In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance apart from an individual's performance.

IX. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.

Comparative Parameter Amount (in Rs.)
Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2017-18. 282000
Total Revenue 4399786
Remuneration of KMP's as a percentage of Total Revenue 6.41%
Profit before tax 809740
Remuneration of KMP's as a percentage of Profit/(Loss) before Tax 34.83%
Profit after tax 580785
Remuneration of KMP's as a percentage of Profit/(Loss) after Tax 48.55

X. Variations in :

A. The market capitalisation of the Company price earnings ratio as at the closingdate of the current financial year and previous financial year.

Particulars March 31 2018 March 31 2017 % Change
Market Rs.151197780 Rs.182372580 17.09
Capitalisation
(Equity Shares are traded on BSE Platform from January 2017. Thus Market Cap. is calculated on the basis of the last traded price of the BSE Platform) (Equity Shares are traded on BSE Platform from January 2017. Thus Market Cap. is calculated on the basis of the last traded price of the BSE Platform)
Rs.1246212630 (Equity Shares are not traded in CSE Platform. Thus Market Cap. is calculated on the basis of the last traded price) Rs.1246212630 (Equity Shares are not traded in CSE Platform. Thus Market Cap. is calculated on the basis of the last traded price) 0.00
Price Earnings 277.14 (2340) (88.16)
Ratio (Equity Shares are traded on BSE Platform from January 2017. Thus Market Cap. is calculated on the basis of the last traded price of the BSE Platform) (Equity Shares are traded on BSE Platform from January 2017. Thus Market Cap. is calculated on the basis of the last traded price of the BSE Platform)
2285.71 15990 (85.70)
(Equity Shares are not traded in CSE Platform. Thus Market Cap. is calculated on the basis of the last traded price) (Equity Shares are not traded in CSE Platform. Thus Market Cap. is calculated on the basis of the last traded price)

B. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the Company came out with the last publicoffer.

Particulars 31st March 2018 IPO % Change
Market Price 19.40 The Company has not made any Public Issue or Rights issue of securities in the last 15 years so comparison have not been made of current share price with public offer price. 0.00

XI. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof.

There was no such increase in the salaries of employees other than the managerialpersonnel in the last financial year.

XII. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company

(in Rs.)

Comparative Parameter Tanumay Laha Avik Gupta
Managing Director Chief Financial Officer
Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2017-18. 192000 90000
Total Revenue 4399786
Remuneration of KMP's as a percentage of Total Revenue 4.36% 2.05%
Profit before tax 809740
Remuneration of KMP's as a percentage of Profit before Tax 23.71% 11.11%
Profit after tax 580785
Remuneration of KMP's as a percentage of Profit after Tax 33.06% 15.50%

XIII.The key parameters for any variable component of remuneration availed by thedirectors.

Any variable component of remuneration payable to the Directors is based on theparameters as approved by the Board of Directors on the basis of the recommendation ofthe Nomination and Remuneration Committee. The said parameters are set considering theprovisions of applicable regulations and Nomination & remuneration Policy of theCompany.

The same shall also depend upon various factors including: their grade industry benchmark overall business performance.

Further in determining the director's remuneration their performance evaluation asduly carried out by the Board and/or Independent Directors shall also be given dueweightage.

Any annual increase in the remuneration of the Directors Key Managerial Personnel andSenior Management Personnel shall be at the sole discretion of the Board based on therecommendation of the Nomination and Remuneration Committee and subject to such statutoryapprovals if any.

XIV. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year.

None of the employees' remuneration is more than that of the highest paid director forthe Financial Year under review.

XII. Affirmation that the remuneration is as per the remuneration policy of thecompany.

The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

34. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistle Blower Policy to enablestakeholders (including Directors and employees) to report unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct. The Policy providesadequate safeguards against victimisation of Director(s)/ employee(s) and direct access tothe Chairman of the Audit Committee in exceptional cases. The Protected Disclosures ifany reported under this Policy will be appropriately and expeditiously investigated by theChairman.

The Company hereby affirms that no Director/ employee have been denied access to theAudit Committee and that no complaints were received during the year Whistle BlowerPolicy.

The Vigil Mechanism/Whistle Blower Policy is explained in the Corporate GovernanceReport and also disclosed on the Company's website.

35. Insider Trading

The Company has put in place following Codes pursuant to the SEBI (Prohibition ofInsider Trading) Regulations 2015:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation.

b. Code of Conduct to Regulate Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

36. Transfer of amount to Investor Education and Protection Fund (IEPF)

There is no amount pending for transfer to the Investor Education and Protection Fundin accordance to the provisions of Section 205A(5) and 205C of the erstwhile CompaniesAct 1956.

37. Prudential Norms for NBFC'S

The Company has been complying with all the requisite norms prescribed by the ReserveBank of India for income recognition accounting standards capital adequacy creditrating provisioning and all other requirements applicable for Non-Deposit TakingNon-Systematically Important NBFCs.

38. Green Initiative

To support the ‘Green Initiative' in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with M/s. Niche Technologies PrivateLtd. if shares are held in physical mode or with their DP if the holding is inelectronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.Members requiring physical copies can send their request to Mr. Tanumay Laha ExecutiveNon-independent Managing Director (DIN: 01731277).

Pursuant to Section 108 of the Act read with the Rules 20 of the Company's (Managementand Administration) Rules 2014 and the applicable provision(s) of the Listing Regulationsthe Company is providing e-voting facility to all the members to enable them to cast theirvotes electronically on all the resolutions set forth in the Notice.

39. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Rules 2013.

The Company believes in creating a safe environment for the employees which is freefrom any discrimination. The rights to work with dignity are universally recognised humanrights by international conventions and instruments such as Convention on the Eliminationof all Forms of Discrimination against Women.

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted an Internal Complaints Committee to look into the matters relating to sexualharassment at workplace.

Mrs. Jyoti Lohia (DIN- 07113757) Non-Executive Independent Woman Director is thePresiding Officer of the Committee. In the event of any sexual harassment at workplaceany woman employee of the Company may lodge complaint to Mrs. Jyoti Lohia (DIN- 07113757)in writing or electronically through e-mail at: shreenidhico@yahoo.com

During the year under review there were no cases received/filed pursuant to theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

40. Mandatory update of PAN and Bank details against shareholding and transfer ofshares compulsorily in Demat mode w.e.f. December 5 2018

SEBI has issued circular SEBI/HO/MIRSD/DOP1/CIR/ P/2018/73 dated 20th April2018 whereby shareholders whose ledger folios do not have details or have incompletedetails with respect to PAN and Bank Account particulars are mandatorily required tofurnish these details to the Issuer Company/Registrar and Share Transfer Agent (RTA) forregistration in the folio. Further as per amended Regulation 40(1) of the ListingRegulations amended vide SEBI Notification No. SEBI/LAD- NRO/GN/2018/24 dated June 82018 effective from December 5 2018; securities of the listed companies can betransferred (except in case of transmission or transposition) only in the dematerializedform. All shareholders holding shares in physical form have been duly notified of the sameby Postal mode of communication and have been provided with the requisite form forfurnishing PAN and Bank details.

41. Management's Discussion and Analysis

In accordance with the listing requirement the Management's Discussion and Analysis ispresented in a separate section and forms part of this Report.

42. Acknowledgement

The Directors would like to place on record their gratitude for the valuable guidanceand support received from the RBI Securities and Exchange Board of India Registrar ofCompanies and from other government and regulatory agencies and to convey theirappreciation to the company. They look forward to the continued support of all thestakeholders in the future and appreciate and value the contribution made by every memberof the Company.

The Directors also wish to thank all the employees for their contribution support andcontinued commitment throughout the year.

Place : Kolkata On Behalf of the Board of Directors
Dated : 10.08.2018 For Shree Nidhi Trading Co. Limited
sd/-
Arun Kumar Khemka
Chairman
DIN - 00428276