Nihar Info Global Ltd Directors Report.

To

The Members,

The Directors submit 26th Annual Report of the Company along with the audited financial statements for the financial year (FY) ended March 31, 2020.

1. FINANCIAL SUMMARY

The Companys financial performance, for the year ended March 31, 2020 is summarized below:

(Rs In Lakhs)
Particulars Current Year ended 31st March, 2020 Previous year ended 31st March, 2019
Gross Revenue 762.02 588.12
Profit before interest, depreciation & taxes 52.29 7.44
Interest 11.93 4.12
Depreciation & Amortization 1.47 2.22
Profit /Loss After Tax 31.42 1.20

2. PERFORMANCE OF THE COMPANY

The turnover and profit of the Company for the current year is Rs.762.02 Lakhs and Rs 31.42 Lakhs as against corresponding figures of the previous year of Rs 588.12 Lakhs and Rs 1.20 Lakhs respectively.

3. DIVIDEND

The Board of Directors of your Company has not recommended any dividend for the financial year 201920.

(1) Sales through Other Portals

The company Nihar Info Global Limited is a Premium Seller on all the following leading portals of INDIA:

Amazon.in: The Company has registered a good number of sales through Amazon.in and has plans to expand the Fulfillment Centers through Amazon Go Local and Amazon FBA program. The Company is planning to increase its sales volume by partnering with new Brands. The Company is currently processing through its Registered Warehouse in Secunderabad which is a certified Amazon Seller Flex Site. With the advantage of Amazon Seller Flex Site the company is able to sell all the products under the Prime Tag by assuring Faster and Guaranteed Deliveries.

Flipkart.com: The Company has been selling on Flipkart.com with the Flipkart Assured Tag for all its products. The Flipkart Assured Tag promises Quality and Faster Deliveries. The Company has been increasing its sales considerably with the addition of new products every month. The Company plans to launch more Brands and expand its categories on Flipkart.com.

Paytmmall.com: The Company has been selling on Paytmmall.com successfully for the last 4 years. Paytmmall.com has always been a supporting portal and the company has done good sales through these portal. The Company plans to sell mobile accessories and computer accessories to expand its product range on paytmmall.com.

Snapdeal.com: The Company has been selling on Snapdeal.com through the OC+ program and has been selling various products like Computer and Mobile Accessories. The company has been maintaining its selling pace constantly in Snapdeal.com.

Olx.in/Quikr.com: The Company sells various refurbished products through OLX.in. The company liquidates most of its bad inventory through this portal on discounted prices.

The categories under which the company has listed its products for sale on aforementioned portals are detailed below:

i) Large Appliances: - LED TVs, Washing Machine, Dishwasher, Refrigerator, Air Conditioner etc.

ii) Small Appliances: Kettles, OTG, Vacuum Cleaners, Mixer Grinder, Wet Grinder, Geysers, Room Heaters etc.

iii) Home & Kitchen Products: Water Purifier, Air Purifier, Lunch Box, Iron Box, Thermo flask, Sippers, Cooktops, Fans, Toasters, Hand Blenders, Kettles etc.

iv) Laptops & Desktops.

v) Computer Accessories: - Speakers, Headphones, Keyboards, Cables etc.

vi) Mobiles & Tablets: - IPhone, iPad, 10+ inch tablet, Smartphones, Feature Phones etc.

vii) Corporate Gifts: - Diaries, Calendars, Awards & Mementos, T-Shirts, Caps, Festival Gifts, Employee Gifts, Dealer Gifts, Pen Drives, Power banks, Electronic Gifts, Table Top items, Customized Gifts etc.

The Company is in a constant process of increasing the number of products and categories. To sell quality products, company has partnered/associated with many manufacturers and brands includes but not limited to:

• Samsung India Electronics Pvt Ltd

• BenQ India Pvt. Ltd.

• Brightstar Telecommunications India Ltd.

• Wacom India Private Limited

• Logitech Electronics India Pvt Ltd

• Eureka Forbes Limited

• Godrej Industries Limited

• Eveready Industries India Ltd

• Portronics Digital Pvt. Ltd

• V I P Industries Limited

• Elgi Ultra Industries Limited

• MMTC - PAMP India Private Limited

• Zoook

• iBall (Best IT World India Private Limited)

• Wildcraft India Private Limited

• Redington (India) Limited

• Ingram Micro India Private Limited.

• Supertron Electronics Pvt. Ltd.

(2) B2B eCommerce/Corporate Sales/Bulk Orders:

The Company has been receiving a good number of B2B Orders through Amazon.in and Flipkart.com for the various products listed in these portals.

The Company has partnered with various brands like Samsung, Benq, Logitech to provide various solutions like Video Conferencing, Professional Displays, Interactive Displays, Video Walls, Large Format Displays. The Company has been able to capture the AV Market and has acquired good number of Corporate Customers in this vertical.

(3) Nihar Market eCenter (one stop shop for E-commerce, E-Services and E-Movies):

The company has made a technology platform ready for Nihar Market E-Center which is a one stop shop for E-commerce, E- Services and E-Movies and will be through franchise concept in India.

Nihar Market E-center- The Nihar Market eCenter, it will be through Franchisee initially in Hyderabad, it will be expanded on Pan India basis. The franchisee Centers of the Company will offer a wide range of Products and Services and will act as the Last Mile Offline Touch Points. The Company has appointed KPMG to provide Advisory Services for Reviewing the current Growth Strategy of eCommerce and eServices and Redesigning the Growth Strategy and operationalizing the same.

The company plans to have a pilot launch of the Nihar Market eCenters in Hyderabad and later expand to other locations in India. The company has signed agreements with various aggregators and Manufacturers. It will provide both eServices and eCommerce. The e- center will provide more than 100 Services and more than 1000 products in course of time.

Nihar Market eCenter is a one stop Shop for eCommerce, eServices and eMovies. The company has the following eCommerce Portals for dealing with different items.

5. 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 March 31, 2020 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 37116
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 37116

The Voting rights on the shares outstanding in the suspense accounts on March 31, 2020 shall remain frozen till the rightful owner of such shares claims the shares. Incompliance with the said requirements the shares are transferred in to one folio in the name of Unclaimed Suspense Account.

6. DECLARATION BY DIRECTORS REGARDING STATUTORY PAYMENTS:

As regards the comments by the Auditors Report regarding statutory dues, we wish to inform you that the company will clear the statutory dues at the earliest possible. The Company has paid Rs 6,41,231 towards statutory dues during the period 2018-19.

7. FINANCIAL STATEMENTS

Full version of the Annual Report 2019-20 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors Report (including Management Discussion and Analysis, Corporate Governance Report) are being sent via email to all shareholders whos email address are registered with Company.

Full version of Annual Report 2019-20 is also kept open for inspection by any member. The members can send an email to bsn@niharinfo.com upto the date of ensuing Annual General Meeting (AGM). The same is also available at the Companys website at wwwniharinfo.com.

8. SHARE CAPITAL

The paid up equity share capital as on 31st March, 2020 was Rs. 8,15,77,480/- divided into 81,57,748 Equity Shares of face value of Rs.10/- each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, and has not granted any stock options.

9. TRANSFER TO RESERVES

In FY 2019-20, no amount has been transferred to Reserves during the period under review.

10. DETAILS OF SUBSIDIARY /ASSOCIATE COMPANY:

The Company has no subsidiary as on March 31, 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 below (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).

Financial period ended 31st March 2020

Share Capital Rs 15,25,000 Equity Share Capital
Reserves & Surplus- Rs (41,37,327)
Total Assets- Rs 20,40,66,604
Total Liabilities Rs 4,97,50,758
Non Current Investments Rs 1,18,94,000
Turnover Rs 20,14,88,392
Profit/Loss before taxation Rs (27,58,282)
Profit/(Loss) after taxation Rs (27,58,282)

11. 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 Rules 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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed M/s Kota & Associates (CP No. 14300), Practicing Company Secretaries, Hyderabad to undertake the Secretarial Audit of the Company for the Financial Year 2019-20. The Secretarial Audit Report in Form No MR-3 for the Financial Year 2019-20 is annexed herewith as ANNEXURE III and forms a part of this report.

13. INTERNAL CONTROL SYSTEM & ITS ADEQUACY

The Board of Directors is satisfied with the adequacy of the internal control system in force in all its major areas of operations of the company. The company established and maintaining effective control system. The Board of Directors possessing a sound working knowledge of activities. The Company has an external Chartered accountant as internal auditor to evaluate and observe the system of internal control structure of a business organization and to determine whether the companys business policies and activities are followed or not. Also, to observe and review the internal controls, whether the work flows of organization being done through the approved policies of the company and similar matters. Internal Auditors present its report to the Audit Committee. The audit committee assists the board of directors in monitoring the integrity of the financial statements and the reservations, if any, expressed the companys auditors including, the 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 as on 31st March, 2020 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, in the case of a listed company, 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. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 149 of the Act, Mr. Jagadeeswara Rao Reddi, Mr. J. Sundara Sekhar and Mr. Ajit Kumar Nagrani were appointed as independent directors. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. Pursuant to the provisions of Section 203 of the Act, the key managerial personnel of the Company are- Mr. Divyesh Nihar Boda-Managing Director, Mr. Boda Satyanaga Suryanarayana - NonExecutive Director, Ms. Vijaya Lakshmi Boda-Woman Director, Ms. Basava S R Priynka - Chief Financial Officer and Ms. Garima Raj - Company Secretary.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015.

17. DECLARATION FROM MANAGING DIRECTOR & CFO CERTIFICATION

The Chairman and Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) and part B OF Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Chairman and Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of Listing Regulations. The annual certificate given by the Chairman and Managing Director and the Chief Financial Officer is published in this Report.

18. AUDITORS

In accordance with the provision of section 139 of the Companies Act, 2013 and rules made thereunder, the board, on the recommendation of the Audit Committee, has appointed M/s G C Rayulu & Associates, Chartered Accountant as the statutory auditors of the Company, up to the conclusion of the 26th Annual General Meeting of the Company.

19. EXTRACT OF THE ANNUAL RETURN

In accordance with requirements under Section 134(3) (a) and Section 92(3) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in form MGT 9 is given in ANNEXURE IV which forms part of this report. The same is also available on the Companys website wwwniharinfo.com.

20. CORPORATE GOVERNANCE

All the requirements of the Corporate Governance are adhered to both in letter and spirit. All the committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Board of Directors have taken all necessary steps to ensure compliance with all statutory requirements. The Directors and Key Managerial Personnel of your Company have complied with the approved ‘Code of Conduct for Board of Directors and Senior Executives of the Company.

The report on Corporate Governance as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report and is annexed as ANNEXURE V.

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS

The details regarding the number of meetings of the Board of Directors and Committee meetings during the period under review is given in the Corporate Governance Report.

22. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. The detailed information in this regard has been given in the Corporate Governance Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and analysis is annexed as ANNEXURE VI and forms part of this report.

24. NOMINATION AND REMUNERATION POLICY

Pursuant to the requirement under Section 134(3) (e) and Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board of Directors has in place a policy which deals with the manner of selection of Board of Directors and Managing Director and their remuneration. The objectives and key features of this policy are:

(a) Formulation of the criteria for determining qualifications, positive attributes of directors, Key Managerial Personnel (KMP) and senior management personnel and also independence of Independent Directors;

(b) Aligning the remuneration of Directors, KMPs and senior management personnel with the Companys financial position, remuneration paid by its industry peers etc.

(c) Performance evaluation of the Board, its committees and Directors including Independent Directors;

(d) Ensuring Board diversity;

(e) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down; and

(f) Directors induction and continued training. The Nomination and Remuneration policy of the Company is available on Companys website www.niharinfo.com.

25. RELATED PARTY TRANSACTIONS

All related party transactions those were entered during the financial year were in the ordinary course of business and on arms length basis. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the omnibus approval of the Committee. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in ANNEXURE - II in Form AOC- 2 and forms part of this Report.

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company at www.niharinfo.com.

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

The loan given or guarantee provided, or investment made by the Company during the financial year 201920 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet and Audit Report.

27. DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on 31st March, 2020, 99.01% of the share capital stands dematerialized.

28. DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31, 2020 comprises of the following Directors:

i) Mr. Jagadeeswara Rao Reddi Chairman
ii) Mr. Boda Satyanaga Suryanarayana Member
iii) Mr. J. SundaraSekhar Member

All the recommendations of the Audit Committee were accepted by the Board of Directors.

29. RISK ASSESSMENT AND MANAGEMENT

Your company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor business and non-business risks. 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.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.

30. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF COMPANIES ACT, 2013

During the financial year ended 31st March 2020, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

31. DEPOSITS FROM PUBLIC

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.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. Secretarial Standard-1 (SS-1) on the meetings of Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings.

33. NATURE OF BUSINESS

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

34. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The details of familiarization programmes imparted to Independent Directors are available on the website of the Company, www.niharinfo.com under the head ‘Board of Directors, ‘Familiarisation Programme.

35. CORPORATE SOCIAL RESPONSIBILITY

The company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within the purview of Section 135(1) of the companies Act, 2013 and hence, it is not required to formulate policy on Corporate Social Responsibility.

36. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014

The Particulars with respect to Conservation of energy, Technology observation and Foreign exchange earnings and outgo as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given below:

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 2019-20.

TECHNOLOGY ABSORPTION:

Your Company is constantly upgrading its technological excellence with emerging technologies.

Exports and outgo: The Company has not any foreign exchange earnings during the year 2019-2020.

37. HUMAN RESOURCES

Your Company believes in engaging human resources as they are the key differentiator for the success of the Company. Keeping the employees engaged and committed can go a long way in attainment of objectives and ensuring sustained business performance. In line with this, your Company has initiated several interventions that will enhance the engagement of the employees.

38. LISTING

Your Companys shares continue to be listed on BSE Limited and are actively traded. The listing fee to BSE Limited for the year 2020-21 has been paid by your Company.

39. POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

Pursuant to the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee. The following is a summary of sexual harassment complaints received and disposed off during the year:

No. of complaints received: Nil

No. of complaints disposed off: NA

40. CODE OF CONDUCT

Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Companys Website www.niharinfo.com.

41. POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY

In compliance with Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has in place the policy for preservation of document and archival policy.

42. ACKNOWLEDGEMENTS

Your Directors would like to place on the record deep appreciation to our Shareholders, Customers and Bankers. Finally, we appreciate and value the contributions made by all our employees.

Place: Secunderabad By the Order of the Board of Directors
Date: 30/11/2020 Sd/-
BODA DIVYESH NIHAR
Managing Director
DIN:02796318