Nihar Info Global Ltd Directors Report.

To

The Members,

Nihar Info Global Limited.

Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the company along with the financial statements for the financial year ended 31st March, 2021.

1. Covid-19:

The Covid pandemic is still continuing and disrupting the lives of the people globally. The Company is continuously taking safety measurements to reduce the spread of the virus amongst the employees. The office equipment is rearranged in such a way that there is less physical contact amongst the employees and work from home is given to few employees. The office premises is being sanitized regularly to reduce the spread of the virus.

The covid pandemic - impact on the business:

Due to complete lock down during the first quarter of the financial year 2020-21, the business is disrupted and there was no possibility for supply of products. After the lock down restrictions were reduced, the business was improved and the Company was able to meet the customer needs with limited staff. By the end of the financial year under review, the Company was able to make profits.

2. Financial Summary:

The Companys financial performance, for the year ended 31st March, 2021 is summarized below:

(Rs. In Lakhs)
Particulars Financial Year ended 31st March, 2021 Financial year ended 31st March, 2020
Gross Revenue 498.34 762.02
Profit before interest, depreciation & taxes 51.92 52.29
Interest 13.07 11.93
Depreciation & Amortization 0.93 1.47
Profit /Loss After Tax 38.14 31.42

3. Performance of the Company:

The turnover and profit of the Company for the current year is Rs. 498.34 Lakhs and Rs. 38.14 Lakhs as against corresponding figures of the previous year of Rs. 762.02 Lakhs and Rs. 31.42 Lakhs respectively.

4. Dividend:

To strengthen the financial position of the Company and to augment working capital your Directors do not declare any dividend.

5. Portfolio:

Nihar Info Global Limited is one of the few Listed eCommerce Companies in India. The Company has diversified into eCommerce in the year 2016 and has made a significant impact in the eCommerce space. The Company is proud to be one of the key Sellers in Amazon.in and Flipkart.com. Also the Companys own Warehouse is certified by both Flipkart and Amazon and is part of the Amazon Seller Flex Model and the Flipkart Smart Fulfillment Model whereby all the products sold by the company are enabled with a PRIME tag and Flipkart Assured Tag.

The Company also sells on other eCommerce Portals like Snapdeal.com, Paytmmal.com and OLX.in.

The Company has also launched various eCommerce Portals under the brand Nihar eCenter and also hired KPMG for the Advisory Services to build a strong model under Nihar eCenter.

The Company also has plans to extend its Warehouse Capacity and is planning to setup a warehouse in the Outer Limits of the City.

The B2B Division of Nihar Info Global Limited deals with various Corporates and Government Organizations. The B2B Division has consistently received orders from various Corporates and Government Agencies and has been keeping its consistent efforts to build a strong clientele. The Company has acquired more than 100 New B2B Clients in the last two years through Direct Marketing and Amazon B2B.

The focus of the B2B Division is basically on the following.

1. Bulk Orders

2. Corporate Gifting

3. Audio Visual Systems / Video Conferencing Solutions

4. IT Applications and Services

6. Disclosure Pursuant to Clause 5A of the Listing Agreement:

As per Clause 5A of the Listing Agreement inserted as per SEBI notification no: SEBi/cFD/DIL/LA/1/2009/24/04 dated April 24, 2009, the details in respect of the shares, which were issued pursuant to Composite Scheme of Amalgamation and Arrangement and lying in the suspense account till 31st March, 2021 is as under.

Description Number of Shareholders Number of Equity Shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year 121 37,116
Number of shareholders who approached issuer for transfer of shares from suspense account during the year - -
Number of shareholders to whom shares were transferred from suspense account during the year - -
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year 121 37,116

The voting rights on the shares outstanding in the suspense account on 31st March, 2021 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements the shares are transferred in to one folio in the name of Unclaimed Suspense Account.

7. Financial Statements:

The Annual Report 2020- ‘21 containing complete Balance Sheet, Statement of Profit & Loss, Cash Flow Statement and notes thereto are prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors Report (including Management Discussion and Analysis, Corporate Governance Report and all the Annexures) are being sent via email to all shareholders whos email addresses are registered with the Company.

The Annual Report 2020- ‘21 is also kept open for inspection of the members at the registered office of the Company. The requests for copies of the Annual Report can be mailed bsnsuryanaravana@gmail.com or niharinfo1995@gmail.com up to the date of Annual General Meeting. The same is also available on the Companys website www.niharinfo. in.

8. Share Capital

The paid-up Equity Share Capital as on 31st March, 2021 was Rs 8,15,77,480 /- divided into 81,57,748 Equity Shares of Rs 10/- each. There was no issue of shares or any kind of securities during the year under review.

9. Transfer to Reserves:

The Board of Directors do not propose to carry any amount to reserves.

10. Particulars of Remuneration of Directors / KMP / Employees:

Disclosures pertaining to remuneration and other details as 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 is attached to this Report as Annexure I.

12. Secretarial Auditors:

As per the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed M/s Surya Gupta & Associates (CP No. 10828), Company Secretaries, Delhi, to undertake the Secretarial Audit of the Company for the Financial Year 2020-‘21. The Certificate on Corporate Governance and the Secretarial Audit Report are annexed herewith as Annexure IV and Annexure V respectively which form part of this report.

13. Internal Control System & its adequacy:

The Board of Directors has established a system for ensuring that Directors, Operating Officers and employees perform their duties in accordance with laws, regulations and the Articles of Association, as well as a system for ensuring the appropriate business operations within the Company which is reviewed by the Board regularly.

There is also a system for the storage and management of information with regard to the execution of duties by Directors and Operating Officers of the Company such as minutes books, statutory registers and other files both physical and soft copies which are stored and maintained safely with confidentiality under the supervision of the Chairman of the Company.

The Board of Directors had established a set of rules for managing risk of loss with respect to the Company which are reviewed and followed diligently.

There exists a system for ensuring the duties of Directors of the Company are efficiently performed and the evaluation of the performance of the Board of Directors are conducted regularly.

The audit committee assists the Board of Directors in monitoring the integrity of the financial statements and the reservations, if any, expressed by the statutory auditors, financial, internal and secretarial auditors. Based on their inputs the Board is of the opinion that the companys internal controls are adequate and effective.

14. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

• In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures.

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view to the state of affairs of the Company at the end of the financial year 2020-‘21 and of the profit of the Company for the period.

• The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The annual accounts have been prepared on a going concern basis.

• The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Details of change in Directors and Key Managerial Personnel:

During the year under review, Mr. J. Sundara Sekhar who was appointed as the Additional Director at the Board meeting held on 14th November, 2019 was appointed for a term of 5 years at the AGM held on 30th December, 2020.

Mr. Ajit Kumar Nagarani whose term of office was completed at the AGM held on 30th December, 2020 was re-appointed as the independent director for another term of 5 years.

Mr. Jagadeeswara Rao Reddi, whose term as independent director was completed at the AGM 2020 was appointed as the Additional Director at the Board Meeting held on 12th February, 2021, who shall retire the AGM 2021. The Board recommends his re-appointment at the AGM to be held for the F.Y. 2020- ‘21.

16. Declaration by Independent Directors:

The Company has received necessary declarations from each independent director that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with the SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015.

17. Compliance Certificate by CFO:

The Compliance certificate under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure VI and forms a part of this report.

18. Statutory Auditors:

M/s G C Rayulu & Associates, Chartered Accountants, were appointed at the 26th Annual General Meeting to hold office till the conclusion of the 31st Annual General Meeting.

19. Policy on Directors Appointment and Remuneration:

The Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director framed by the Nomination and Remuneration Committee is reviewed regularly at its meetings and is available at the companys website- www.niharinfo. in.

20. Related Party Transactions:

The related party transactions entered into by the Company are reviewed by the Audit Committee at their meetings and reported to the Board of Directors. The statements containing the transactions / contracts entered into by the Company during the year under review is annexed herewith as Annexure VII in Form AOC-2 and forms part of this report.

21. Particulars of Loans, Guarantees or Investments:

The particulars of loans, guarantees and investments as per Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

22. Risk Assessment and Management:

The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.

23. Details in respect of frauds reported by auditors under Section 143 (12) of Companies Act, 2013:

During the year under review, there were no frauds reported by the Statutory Auditors and Secretarial Auditors neither to the Audit Committee nor the Board of Directors under Section 143 (12) of the Companies Act, 2013.

24. Deposits:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. Compliance with Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

26. Nature of Business:

There is no change in the nature of business of the Company.

27. Corporate Social Responsibility:

As the Company does not fall under the threshold limits under Section 135 of the Companies Act, 2013, corporate social responsibility is not applicable to the Company.

28. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

• Conservation of Energy: The operations of the Company are not energy intensive and every effort has been made to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient computers and equipment with latest technologies.

• Research and Development: No amount was spent in research and development during the year.

• Technology Absorption: Your Company is constantly upgrading its technological excellence with emerging technologies.

• Exports and Outgo: The foreign income through software development services is Rs. 46.90 Lakhs.

29. Details of Subsidiary / Associate Company:

The Company has no subsidiary as on 31st March, 2020. M/s. Nihar Stocks Limited is an associate company within the meaning of Section 2(6) of the Companies Act, 2013 ("Act") and its summarized performance and financial position is given in Form AOC-1 pursuant to first proviso to Sub-section (3) of Section 129 of the Companies act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014) and is attached to this Report as Annexure VIII.

30. Annual Return:

The annual return for the F.Y. 2020-21 shall be available at the website of the Company - www.niharinfo. in.

31. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith attached as Annexure II which forms part of this report.

32. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made (i) by the auditor in his report and (ii) by the company secretary in practice in his secretarial audit report:

There were no qualifications, reservations or adverse remarks or disclaimers by the Statutory auditor in the Independent Auditors Report.

The Secretarial Auditors had given the following disclaimers in their secretarial audit report:

Sr. No Compliance Requirement (Regulations circulars guidelines including specific clause) Deviations Observations/ Remarks of the Practicing Company Secretary
1. Certificate receivedfrom the chartered accountant or a practicing company secretary pursuant to Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018. Submitted to BSE but no details provided to us No representation receivedfrom Company in this matter
2. Corporate Governance Requirement as per Regulation 27(2) of SEBI (LODR) Regulations, 2015 Late Submission BSE waived off the penalty vide a mail dated February 11, 2021

1. Your Directors wish to inform the members that the Board had made utmost effort to provide all the necessary documents to the secretarial auditor but could not produce physical copies due to covid because of which work from home is permitted. Further, the Certificates under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 i.e., Reconciliation of Share Capital was filed duly with the BSE.

2. The Company had received notification from the BSE about the late submission of the Corporate Governance Report. The fees was later paid and BSE had waived off the penalty. Your Directors submit before the members that for the quarter ended 30th June, 2020, the late submission is due to Covid lock down and the same was filed after resuming of the office.

33. Corporate Governance:

The Corporate Governance Report under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith attached as Annexure III which forms part of this report.

34. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

35. Acknowledgements:

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support. The Directors are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.