Nandani Creation Ltd Directors Report.

Dear Members/Shareholders,

The Board of Directors is pleased to present the 9th Annual Report of the Company for the financial year ended 31st March, 2021.

1. COMPANY OVERVIEW

TEN (10) YEARS OF ESTABLISHMENT

A country is best known by its culture, and a culture is best known by its tradition. In an endeavor to bring the best of our countrys cultural fabric, quite literally, we launched JaipurKurti.com a brand centered around representing Indian traditional wear for all occasions. JaipurKurti.com was created to explore the varied dynamics of Indian ethnic wear, presenting this heritage to modern women at its widest range.

A Forerunner in the ethnic fashion scene of the country, we are "Nandani Creation Limited" a NSE Listed Company, curated with dedication, commitments, modern inspirations and heritage musings. We are a leading fashion house specializing in traditional designs, culturally rich styles and ethnic wear for women. With our unique prints and patterns being fused into every-day fashion by our manufacturing facilities, we have created a diverse range of ethnic wear loved by women. We are best for specializing in the production and sale of a wide range of ethnic Indian wear consisting of Kurtis, Dresses, Suit Sets, Patiala Salwars, Salwar Kameez, Dupattas, Palazzos and a wide variety of Bottoms.

We are popularly known and Identified in apparel market by our brand name "Jaipurkurti.com" and have 4 Retail Stores in Jaipur situated at

"Jaipur Kurti.com", Vaishali Nagar, Jaipur:

"Jaipur Kurti.com", Triton Mall, Jhotwara. Jaipur "Jaipur Kurti.com", MGF Mall, 22 Godam, Jaipur "Jaipur Kurti.com", Gaurav Tower (GT), Jaipur

In order to cater the needs of the country to combat the spread of Coronavirus, our company has entered into a new business segment and started manufacturing "N95 Mask with and without respirators with a new brand name "Value Plus" and are able to take orders from all the Government Agencies, Institutions etc.

We have taken BIS Certification for the same and our BIS License for the same is CM/L-8400165811.

We have supplied N-95 mask to various Govt. Organizations some of them are "BUREAU OF PUBLIC PHARMACEUTICALS OF INDIA" ("BPPI") -Under Department of Pharmaceuticals, Government of India, Uttar Pradesh Medical Corporation Limited (UPMSCL), Western/Eastern/Northern Railways, Pondicherry Health Pharmacy, All India Institute of medical Sciences (AIIMS), Department of Defence Production, ESIC-Delhi, Bhopal Memorial Hospital etc.".

2. IMPACT OF COVID-19

The post-Covid era has provided a big opportunity for the online textile industry. The sales in the online textile industry witnessed a jump in various cities and states of India due to the lockdown that was imposed to curb the spread of coronavirus-caused Covid-19 pandemic in Retail Sector majorly in all the states and cities.

In the year 2021, e-retailers will prove to be a big game- changer by playing a pivotal role recovery of the Indian economy in the post-Covid era. Indian textiles and apparel industry have contributed 2.3% to the GDP of India, 13% to industrial production and 12% to export earnings. Post Covid-19 pandemic, with the Indian economy showing green shoots of recovery the future of the online textile industry looks promising in the wake of increased domestic consumption after a lockdown in addition to export demand playing an important role.

By staying true to its purpose and its values, the top - most priority for the Company was to ensure the safety of its employees.

The Company has taken several measures to ensure their well - being including leveraging the power of technology to enable them to work from home.

Standing by its core commitment, the company is navigating through these unprecedented times by building stronger and deeper relationship with consumers and its partners. The company is supporting various Government initiatives and helping communities around to fight the pandemic.

3. FINANCIAL PERFORMANCE.

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited standalone & consolidated Financial Statements of the Company for the financial year 2020-21, together with the Auditors Report form part of this Annual Report.

The companys financial performance on a consolidated basis for the year ending as on March 31, 2021 is outlined as follow:

Particulars Year Ended 31.03.2021 (in crores) Year Ended 31.03.2020 (in crores)
Revenue from operations 47.81 46.87
Other Income 0.45 0.22
Total Revenue 48.26 47.09
Less: Total Expenses 45.63 45.71
Profit before Exceptional & extra-ordinary items & Tax 2.63 1.38
Less: Exceptional Item 0.05 0.12
Profit/(Loss) before Tax 2.58 1.26
Less: Tax Expenses 67.65 40.58
Profit/(Loss) After Tax 1.90 0.85

4. CONVERSION, NAME CHANGE/SYMBOL

CHANGE OF COMPANY & NATURE OF BUSINESS:

During the financial year, your company hasnt changed its name.

Your company has changed its Symbol on NSE from "NANDANI" to "JAIPURKURT" w.e.f. 06th August, 2021.

The Symbol was changed on NSE due to the following reasons:

• The symbol is the face of the company, its products or offerings and develops the connection with customers.

• In the current trends, more and more women investors are coming forward in the share market & started maintaining their portfolios and at the same time new symbol is catchier and can be easily recognized and remembered by the investors and especially the women investors.

During the year under review, there was no change in the nature of business of the Company.

5. MAIN BOARD MIGRA TION & POSTAL BALLOT

The Company has conducted the Postal Ballot in accordance with the provisions of Section 110 of the Companies Act, 2013 for obtaining the approval of Shareholders for the purpose of migrating the Equity Shares from SME Platform (Emerge) of National Stock Exchange of India Limited to main board of NSE.

The Postal Ballot was started from Thursday, 04th February, 2021 at 9:00 AM and ended on Friday, 05th March, 2021 at 5:00 PM.

The Special Resolution was passed on 05th March, 2021 by the Shareholders/Members.

The Company has obtained the In-principal approval from the Exchange on 17th August, 2021 and the Principle/Listing Approval for Migration from SME Platform to Capital Market Segment (Main Board) of the Exchange on 31st August, 2021 (Ref. No. NSE/LIST/115). The Equity shares shall be listed and admitted to dealing on the Exchange (capital market Segment) w.e.f. 02nd September, 2021.

The Listing on Main Board is likely to have wider participation from Investors at large and will enhance the Image and Goodwill of the Company.

This will be prove to the major milestone in the history of Nandani Creation Limited.

6. COMPANYS PERFORMANCE REVIEW

During the Financial Year 2020-21:

• For the financial Year 2020-21, your Company recorded Standalone Sales of Rs. 46.09 Cr as against Rs. 43.74 Cr in the previous years and thereby recorded growth of 5.40% in the Sales.

• The Consolidated Sales of your Company is Rs. 48.26 Crores as compared to Rs. 47.09 Crores the previous year and thereby recording the growth of 2.48 % in the Sales.

• The Standalone Profit of the Company after Taxation is Rs. 1.78Cr. as compared to Rs. 74.16 Lacs in the previous year and thereby recording the growth of 140% and the Consolidated Profit of the Company after Taxation is Rs. 1.90 Cr as compared to Rs. 85.22 Lacs in the previous year and thereby recording the growth of 122% as a whole.

7. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of secretarial standards issued by the Institute of Company Secretaries of India.

8. DIVIDEND

With a view to provide cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

9. TRANSFER TO RESERVES

The Board of Directors of the Company has transferred amount of Rs. 1,78,00,634/- to its Reserve & Surplus account during the Financial Year 2020-21.

10. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as "Listing Regulations") and applicable Accounting Standards, the Company is required to submit Audited Consolidated financial statements of the Company, together with the Auditors report from part of this Annual Report.

11. SHARE CAPITAL:

The paid-up Equity Share capital as at 31st March, 2021 stood at Rs. 1,003,39,500. During the year under review, the Company issued 18,00,000 Equity Shares via conversion of Unsecured Loan into Equity Shares on 16th February, 2021. Further the Company has not issued any convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

DETAILS OF LOCK - IN OF SHARES

The Equity Shares proposed to be offered and allotted in the Preferential Allotment shall be locked-in in accordance with Regulation 167 of the SEBI ICDR Regulations.

The Entire pre-preferential allotment shareholding of the Proposed Allottees, if any, shall be locked-in from the relevant date up to a period of Six Months from the date of trading approval granted by the Stock Exchange.

Following are the details of the Lock in of Shares:

NAME OF APPLICANT QUANTITY LOCK IN TILL DATE
ANUJ MUNDHRA 2547225 31.10.2021
ANUJ MUNDHRA 475000 30.11.2023
ANUJ MUNDHRA 700000 15.04.2024
VANDANA MUNDHRA 1291975 31.10.2021
VANDANA MUNDHRA 135000 30.11.2023
VANDANA MUNDHRA 550000 15.04.2024
SUNITA DEVI MUNDHRA 397250 31.10.2021
SUNITA DEVI MUNDHRA 250000 30.11.2023
SUNITA DEVI MUNDHRA 550000 15.04.2024
TOTAL 6896450

12. SUBSIDIARY COMPANY:

The Company has one Wholly Owned Subsidiary Company:

Desi Fusion India Private Limited

Desi Fusion India Private Limited was incorporated in Jaipur on 31.05.2016. Our Subsidiary Company is engaged in the business of Buying and Selling of Fabrics.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act) Accounting Standards and Securities and Exchange Board of India (SEBI)(Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) the Company has prepared consolidated financial statements which form part of this Annual Report.

In accordance with Schedule V of Listing Regulations, the Company is required to make the Disclosure for its Holding Company and Subsidiary Company.

A separate statement containing salient features of the financial statements of the Companys subsidiary in prescribed form AOC- 1 and the Disclosure under Schedule V is annexed as Annexure 1 to this report.

The audited financial statement including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Companys website i.e. www.nandanicreation.com The financial statement of the subsidiary company is available on the Companys Website i.e. www.nandanicreation.com

13. OPENING OF NEW STORES WITH BRAND "JAIPURKURTI. COM"

Our Company Nandani Creation Limited has launched its 1st Flagship Retail Store "AMAIVA" by Jaipur Kurti on 13th May, 2018 which later got renamed as "JaipurKurti.com" in January, 2020.

The Company has launched one more new store in the F.Y. 2021-22 to expand its business at

"Jaipur Kurti.com", Gaurav Towers (GT) on 01st July, 2021.

Hence, the Company now have 4 Retail Stores in total.

14. MATERIAL CHANGES & COMMITMENTS AFFECTING THE COMPANY:

In pursuance to Section 134(3)(l) of the Companies Act, 2013, the following Material Changes have occurred between the end of Financial Year and date of this Report affecting the financial position of the Company.

ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) OF COMPANY:

The Company has altered its Memorandum of Association by insertion of new clause.

The Clause III(A) of Memorandum of Association of the Company dealing with the main Object to be pursued by the Company be amended by inserting the following Clause:

4. To Manufacture, Buy, Sell, Supply, Stock or otherwise deal in all kind of Personal protective equipment (PPE) / N95 Mask with and without respirators, 3 ply disposable mask and other similar items.

PREFRENTIAL ISSUE

Further as per Extra Ordinary General Meeting dated Friday, the 22nd Day of January, 2021 and the board meeting for allotment dated 16th February, 2021 company increased Paid-up capital from Rs 823,39,500/- to Rs 10,03,39,500/- by way of Preferential Issue of 18,00,000 (Eighteen Lacs) new equity shares of Face Value of Rs. 10/- (Ten) each by way of conversion of Unsecured Loans into Shares. The Trading approval for the same was received from NSE on 22.03.2021 vides Ref No.: NSE/LIST/ 26477.

15. PUBLIC DEPOSIT

The Company has not accepted any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of Deposits which are not in compliance with Chapter V of the Act is not applicable.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this annual report.

17. RELATED PARTY TRANSACTIONS:

All Contracts/transactions/arrangements entered by the Company during the financial year with the Related Parties were in ordinary course of Business and on an Arms Length Basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued there under and the regulations. Further, there were no transactions with related parties which qualify as material transactions under the regulations.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted along with a statement giving details of all related party transactions was placed before the Audit Committee on quarterly basis, specifying the nature, value, terms and conditions of the same. The Company has made transactions with related parties pursuant to Section 188 of the Act.

The Company has formulated a policy on materiality of related party transactions and also on dealing with Related Party Transactions which has been uploaded on the Companys website at the web link https://www.nanda nicreation.com/docs/investors/policies/POLICY-ON- MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS.pdf

Information on transactions with related parties pursuant to Section 188(1) for entering into such contract or arrangement in Form AOC-2 is annexed to this Report as Annexure-2. All the transactions with the related party were in accordance with the Section 188 of the Companies Act, 2013, read with the Rules issued thereunder and the Listing Regulations.

18. AUDITORS AND AUDITORS REPORT:

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s Manisha Godara & Associates, Company Secretaries, New Delhi (FRN: S2014RJ268900) as the Secretarial Auditor to conduct an audit of secretarial records for the financial year 2020-21.

The Secretarial Audit Report for the financial year ended 31st Day of March, 2021 under Act, read with Rules made thereunder and Regulations 24A of the listing regulations (including any statutory modification(s) or re - enactment(s) thereof for the time being in force) is set out in the Annexure 3 to this report.

The Secretarial Audit Report does not contain any qualification.

The Board has re - appointed M/s Manisha Godara & Associates, Company Secretaries, New Delhi (FRN: S2014RJ268900) as Secretarial Auditors of the Company for FY 2021-22. The company has received consent from Mrs. Manisha Godara to act as the auditor for conducting audit of the secretarial records for the financial year ending as on 31st Day of March, 2022.

STATUTORY AUDITORS & STATUTORY AUDIT REPORT

M/s Ashok Holani & Co., Chartered Accountants, Jaipur (FRN: 009840C), were re-appointed for the 2nd Tenure as the statutory Auditors of the Company at 8th Annual General Meeting of the Company held on 28th September, 2020 for a period of 5 years till 13th Annual General Meeting to be held in the FY 2025, subject to ratification at every AGM.

M/s Ashok Holani & Co., Chartered Accountants, Jaipur (FRN: 009840C), has confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2021. The Auditors Report for the financial year ended 31st March, 2021 on the financial statements of the Company is a part of this Annual Report.

INTERNAL AUDITORS & INTERNAL AUDIT REPORT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), the Board of Directors had appointed M/s Mohata Baheti & Associates, Chartered

Accountants, Jaipur(M.No.:401695), as Internal Auditor to conduct Internal Audit for the financial year 2020-21.

The Company has received the resignation letter from M/s Mohata Baheti & Associates, Chartered Accountants, Jaipur and ceases to be the Internal Auditor.

Further, in line with the aforesaid compliance, the Board of Directors has appointed M/s Jain Shrimal & Co., Chartered Accountants, Jaipur (FRNo.: 001704C), in its meeting held on 01st September, 2021 for conducting the Internal Audit for the Financial Year ending as on 31st March, 2022

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Anuj Mundhra (DIN: 05202504) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for consideration by the Members of the Company at the 9th Annual General Meeting.

• Re-appointment of Independent Directors

In accordance with the provision of Section 149, 152 of the Companies Act, 2013 in the 9th AGM, Mr. Gagan Saboo, Mr. Neetesh Kabra & Mr. Gaurav Jain shall be re-appointed as the Independent Directors on the Board of the Company for another term of five years i.e. from 01st October, 2021 to 30th September, 2026.

• Re-appointment of Mr. Anuj Mundhra (DIN: 05202504), Chairman & Managing Director:

In accordance with the provision of Section 196 of the Companies Act, 2013 in the 9th AGM , Mr. Anuj Mundhra shall be reappointed as the Chairman & Managing Director for a period of 5 years from August 15, 2021 to August 14, 2026.

• Re-appointment of Mrs. Vandana Mundhra (DIN: 05202403), Whole-Time Director:

In accordance with the provision of Section 196 of the Companies Act, 2013 in the 9th AGM , Mrs. Vandana Mundhra shall be reappointed as the Whole-Time Director for a period of 5 years from August 15, 2021 to August 14, 2026.

• Re-appointment of Mrs. Sunita Devi Mundhra (DIN: 05203015), Whole-Time Director:

In accordance with the provision of Section 196 of the Companies Act, 2013 in the 9th AGM , Mrs. Sunita Devi Mundhra shall be reappointed as the Whole-Time Director for a period of 5 years from August 15, 2021 to August 14, 2026.

• Profile of the Directors seeking Appointment / Reappointment:

As required under Regulation 36 (3) of SEBI (LODR), 2015, particulars of the Directors retiring by rotation and seeking appointment/re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 9th Annual General Meeting.

• Key Managerial Personnel:

Pursuant to Section 2(51) and Section 203 of the Companies, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the Key Managerial Personnel and during the year there was no change in KMPs of the Company;

• Mr. Anuj Mundhra -Chairman & managing Director

• Mrs. Vandana Mundhra, Whole-Time Director

• Mrs. Sunita Devi Mundhra, Whole -Time Director

• Mr. Dwarka Dass Mundhra, Chief Financial Officer (CFO)

• Miss. Gunjan Jain, Company Secretary & Compliance Officer

20. CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a Certificate of Auditors on its Compliance forms an integral part of this Report Annual Report as Annexure-4.

21. EXTRACT OF ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company is available on the Companys website at the following web link:-

https://www.nandanicreation.com/annual-report.php

22. BOARD MEETING:

During the year under review 7 (Seven) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of Meetings of the Board and its Committees are given in the Corporate Governance Report.

23. COMMITTEES OF THE BOARD

Pursuant to the provisions of the Act and Rules made there under and SEBI (LODR) regulation, 2015, the board has constituted various committees. Composition and other details on the committee are given in the Corporate Governance Report.

24. MEETING OF INDEPENDENT DIRECTORS

Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting.

The Details of the three Independent Directors of the Company are as follows:

Name of Status Designation Member
Mr. Gaurav Chairman Jain Independent Director
Mr. Gagan Member Saboo Independent Director
Mr. Neetesh Member Kabra Independent Director

During the year, One (1) Meeting of the Independent Directors was convened and held on 01.09.2020.

TERMS OF REFERENCE:

i. The performance of Non-Independent directors and the Board as a Whole;

ii. The performance of the Chairperson of the Company, taking into account the views of executive directors and Non-Executive Directors;

iii. Assess the quality, quantity and timeliness of flow of Information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

25. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

All new independent directors inducted into the Board are familiarized with the operations and functioning of the Company. The details of the training and familiarization program are provided in the Corporate Governance report.

26. DECLARATION OF INDEPENDENCY BY INDEPENDENT DIRECTORS:

The Independent Directors have given declaration under Section 149(6) of the Companies Act, 2013 and the rules made there under. The Independent Directors have fulfill the Conditions relating to their status as an Independent Director as specified in Section 149 of the Act and the Regulation 16(b) of the Listing Regulations

27. PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration committee to formulate a process for effective evaluation of the performance of individual directors, committees of the Board and the Board as a whole.

The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best and next practices, domain, knowledge, vision, strategy, engagement with senior management etc.

The independent directors at their separate meeting review the performance of non - independent directors and the Board as a whole, chairperson of the Company after taking into account the views of Executive director and non - executive directors, the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), the Directors of the Company confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2021, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the Companies as at 31st March, 2021 and of profit and Loss of the Company for the financial year ended 31st March, 2021;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a "going concern" principal;

(e) proper internal financial control laid down by the directors were followed by the Companies and that such internal financial controls are adequate and operating effectively ; and;

(f) Proper system to ensure compliance with the provisions of all applicable laws was in place and that such system are adequate and operating effectively.

29. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report as Annexure-5. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Companys various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, Risk, threats, outlook etc.

30. BUSINESS RESPONSIBILITYSTATEMENT

Your Company has always been at the forefront of voluntary disclosures to ensure transparent reporting on all matters related to the Companys governance and business operations. The report comprehensively covers your Companys philosophy on corporate social responsibility, its sustainability activities pertaining to efforts on conservation of environment, conducting green awareness events, its commitment towards society, enhancing primary education, initiatives and activities taken up as part of this philosophy for the year 2019-20. But since, this report is applicable only on Top 500 Listed Entities, we are not attaching the report with the Annual Report.

31. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY2019 -20.

32. NOMINATION & REMUNERATION POLICY:

The salient features of the Nomination and Remuneration Policy of the Company are set out in the Corporate Governance Report which forms part of this Annual Report. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & Re - appointment of Directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Policy details are given in Corporate Governance Report.

33. OTHER STATUTORY DISCLOSURES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Whistle Blower Policy and has established Vigil Mechanism for employees including Directors of the Company to report genuine Concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link http://www.nandanicreation.com/docs/investors/policies/ WHISTLER-BLOWER-POLICY.pdf.

During the year, no whistle blower event was reported & mechanism is functioning well. Further, no personnel has been denied access to the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no such significant and material orders passed by the regulators or courts or tribunals, impacting the going concern status and companys operations in future.

PARTICULARS OF EMPLOYEES

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure- 6.

Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report.

The Company is required to give the Disclosure under Schedule V Part II section 2 of the Act. The same is attached in Annexure-6.

RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimizes adverse impact on the business objectives and enhances the Companys competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk Management procedure will be reviewed by the Audit Committee and the Board of Directors on time to time basis.

LISTING OF SHARES

Your Companys shares are listed on the National Stock Exchange of India Limited and the Listing fee for the year 2021-22 has been duly paid.

The Company has obtained the In-principal approval from the Exchange on 17th August, 2021 and the Principle/Listing Approval for Migration from SME Platform to Capital Market Segment (Main Board) of the Exchange on 31st August, 2021 (Ref. No. NSE/LIST/115). The Equity shares shall be listed and admitted to dealing on the Exchange (capital market Segment) w.e.f. 02nd September, 2021.

DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE696V01013.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has further redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be on job rotation and multi-skilling. HRD activities are taken in the Company involving positive approach to develop employees to take care of productivity, quality and customer needs. The Company has to make constant efforts to manage labour shortages. To develop skilled labour, training facilities are provided to the employees in house or by deputing them to the machinery suppliers and to training institutes for specific training. The Company has well developed management information system giving daily, monthly and periodical information to the different levels of management. Such reports are being analyzed and effective steps are taken to control the efficiency, utilization, productivity and quality in the Company.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

1. The Company has no activity involving conservation of energy or technology absorption.

2. There is no foreign exchange earnings and outgo.

35. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In order to prevent sexual harassment of women at work place "The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013" was notified on 9th December, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company adopted a policy for prevention of Sexual Harassment of Women at workplace and also set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

During the financial year ended 31st March, 2021, the Company did not receive any compliant and no compliant was pending at beginning and at the end of the year.

36. CERTIFICATIONS FROM CHIEF FINANCIAL OFFICER/CHIEF EXECUTIVE OFFICER OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of Listing Regulations from Mr. Dwarka Dass Mundhra, the Chief Financial Officer and Mr. Anuj Mundhra, Chairman and Managing Director of the Company. The Same is forming as Annexure-7 the part of this Annual Report.

The Company has also obtained a Declaration signed by Chief Financial Officer stating that the Members of the Board of Directors and Senior management personnel have affirmed compliance with the code of conduct of Board of Directors and senior management. The Same is forming as Annexure-7 the part of this Annual Report.

37. OTHER DISCLOSURES:

Other disclosures required as per Companies Act, 2013 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other laws and rules applicable are either NIL or NOT APPLICABLE to the company.

38. APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

The Board conveys its appreciation for its customer, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support

DATE: JAIPUR FOR AND ON BEHALF OF NANDANI CREATION LIMITED
PLACE: 01.09.2021 Sd/- Sd/-
ANUJ MUNDHRA VANDANA MUNDHRA
MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN: 05202504 DIN: 05202403