To
The Members
Niks Technology Limited
Your Directors have pleasure in presenting
their 10th Annual Report together with the Audited Financial Statements of the Company for
the financial year ended March 31, 2024.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF
THE COMPANY
The Key highlights of financial results for NIKS Technology Limited for the financial year 2023-24 are tabulated below:
(Rs.In Lakhs)
Particulars |
2023-24 |
2022-23 |
Total Revenue |
610.86 |
207.70 |
Less: Total Expenses |
549.47 |
172.22 |
Profit Before Tax |
61.39 |
35.48 |
Less: Tax Expenses: |
||
Current Year Tax |
16.60 |
9.58 |
Earlier Years Tax |
1.12 |
0.30 |
Deferred Tax |
(0.83) |
(0.28) |
Net Profit After Tax |
44.50 |
25.89 |
BRIEF DESCRIPTION OF THE COMPANY?S STATE
OF AFFAIRS:
During the financial year 2023-24 the total
revenue has been increased to 610.86/- Lakhs as compared to the previous year i.e.
207.70/- Lakhs. The Company?s net profit before tax is 61.39/- Lakhs as compared to
35.48/- Lakhs in the previous figures. The Companies net profit after tax for the current
financial year is 44.50/- Lakhs as compared to 25.89/- Lakhs to the previous year.
COMPANY OVERVIEW
We offer a wide array of services spanning
technology solutions, drone operations, and ecommerce ventures. Specializing in IT
services, we provide customized application development, managed IT services, and robust
cybersecurity solutions. Our training programs in Ethical Hacking, Embedded Systems &
Robotics, Software Development, and Networking & Communication empower professionals
with essential skills. Being in the business of drone technology, we engage in
manufacturing, repair, trading, and rental services for commercial and agricultural
drones, alongside providing AMC and specialized services for sectors like healthcare,
construction, and event videography etc. Additionally, we operate e-commerce and
m-commerce platforms, ensuring seamless direct-to-home and mail order services. We are
committed to deliver quality, innovation, and integrity in all our endeavors, fostering
long-term partnerships for mutual growth and success.
TRANSFER TO GENERAL RESERVE
The Board of Directors does not propose to
transfer any amount to Reserves and has decided to retain the entire amount of profit for
the financial year 2023-24 in the Statement of Profit & Loss for the financial year
ended 31st March, 2024.
DIVIDEND:
The Board does not recommend any dividend for
the financial year 2023-24.
SHARE CAPITAL:
During the year following changes took place
in the capital structure of the company:
? Authorised Share Capital
There has been no change in the Authorised
Share Capital of your Company during the year, thus, the current authorised share capital
of the Company stood at Rs. 1,00,00,000/- (Rupees One Crores Only) divided into 10,00,000
(Ten Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each.
? Issued, Subscribed and Paid up Share
Capital
During the year the following changes were
effected in the issued, subscribed and paid up share capital of the company:
Issue of shares under Preferential
Allotment
During the year, 36,800 (Thirty-Six Thousand
and Eight Hundred) equity shares of the face value of 10/- (Rupees Ten only) each were
allotted to the identified persons under Preferential Allotment.
Issue of shares under conversion of Share
Warrants
During the reporting financial year vide an
Extra Ordinary General Meeting dated 23rd October 2023 your Company had issued 1,00,000
(One Lakh) fully convertible equity share warrants. Out of 1,00,000 fully convertible
equity warrants 25,000 (Twenty-Five Thousand) equity shares of the face value of Rs.10/-
(Rupees Ten only) each were allotted, vide Board Resolution dated 17th January 2024,
pursuant to conversion of 25,000 (Twenty-Five Thousand) fully convertible share warrants
into equity shares on preferential basis.
Post allotment of equity shares as aforesaid,
the issued, subscribed and paid up equity share capital of the company as on 31st March,
2024 stood Rs. 42,50,000/ (Rupees Forty-Two Lakhs Fifty Thousand Only) divided into
4,25,000 (Four Lakh Twenty-Five Thousand) equity shares of Rs.10/- (Rupees Ten Only).
CHANGES IN THE NATURE OF BUSINESS:
During the year under review the following
additions were made in the object clause of the Memorandum of Association of Company:- a.
To carry on business of Manufacturing, Repairing, Trading of Commercial, Agricultural
Drone, Providing Rental Service of Drone for
Agricultural, Security and Surveillance, Delivery Drones, Transportation drones, Drone
Spray Services, AMC Charges, Healthcare sector, construction, Telecommunication and Event
Videography etc. b. To carry on business as agent, franchisee, distributor and dealer of
all kinds of products for the consumer market and of operating, establishing, providing
and managing ecommerce and m-commerce websites, direct to home and mail order services for
all categories of products and services, and dealing in all kinds of goods, materials and
items in India or in any other part of the world.
PUBLIC 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.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an adequate Internal Control
System, commensurate with the size, scale and complexity of its operations. The scope of
work includes review of process for safeguarding the assets of the Company, review of
operational efficiency effectiveness of systems and processes, and assessing the internal
control strengths in all areas.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES:
In pursuance of the provision of Section 135
of the Companies Act, 2013, the CSR provisions are not applicable to your Company.
EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section
92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, a copy of the annual return is placed on the website of the
Company and can be accessed at https://www.nikstech.com/annual-report.php.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES (IF ANY)
Your Company has no subsidiary Company, Joint
Ventures or Associate Companies during the year under review.
BOARD POLICIES
The details of various policies approved and
adopted by the Board as required under the Act and SEBI Listing Regulations are as
follows:
a. Code of conduct for director and senior
management
b. Policy on determining materiality of events
c. Policy for determining material subsidiary
d. Code of conduct for unpublished price
sensitive information
e. Code for disclosure on prohibition for
insider trading
f. Anti-Sexual harassment policy
g. Code of Independent Directors
h. Policy on Familiarisation of Independent
Director
i. Policy on preservation of documents
j. Policy on whistle blower & vigil
mechanism
k. Policy on related party transactions
l. Policy on Risk Management
VOLUNTARY REVISION OF FINANCIAL STATEMENT AND
BOARD?S REPORT
During the reporting period no revision of
financial statement or Board Report was made in respect of any of the preceding three
financial year.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The Directors have prepared the annual accounts on a going concern basis. v) 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. vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS & OUTGOINGS:
The information under section 134(3) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the
year ended 31st March, 2024 is given below:
Conservation of Energy
i)
The steps taken or impact on conservation of energy;
The Company is taking due care for using
electricity in the office. The Company usually takes care for optimum utilization of
energy. No capital investment on energy conservation equipment made during the financial
year.
ii) The steps taken by the Company for
utilizing alternate sources of energy: No alternate source utilized during the year
iii) The capital investment on energy
conservation equipment?s; There is no capital investment made by the Company on
energy conservation equipment?s.
Technology Absorption
i) The efforts made towards technology
absorption: No specific activities have been done by the Company.
ii) the benefits derived like product
improvement, cost reduction, product development or import substitution: No specific
activity has been done by the Company
iii) In case of imported technology (imported
during the last three years reckoned from the beginning of the financial year): NA
iv) The expenditure incurred in Research and
Development: Nil
Foreign Exchange Earnings and out-go
There are no foreign exchange earnings during
the financial year 2023-2024.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties
during the financial year 2023-2024 were on an arm?s length basis and in the ordinary
course of business and the provisions of Section 188 of the Companies Act, 2013 are not
attracted. Further, during the year under review, there are no materially significant
related party transactions which may have a potential conflict with the interest of the
Company at large. Accordingly, the disclosure required under Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.
The policy on Related Party Transactions, as
approved by the Board, is uploaded on the Company?s website and may be accessed at
the link https://www.nikstech.com/pdfs/Policy%20OnRPT.pdf.
The details of the transactions with related
parties pursuant to Accounting Standard during financial year 2023-24 are provided in
notes no. 24 to the accompanying financial statements.
MATERIAL CHANGES AND COMMITMENTS:
The below material changes and commitments
have occurred between the end of the financial year to which the financial statements
relate and the date of this Report:
? Ayushi Khaitan Company Secretary cum
Compliance Officer of your Company has resigned from her position on 12th July 2024 and CS
Megha Vyas has been appointed as Company Secretary and Compliance Officer with effect from
12th July 2024.
STATUTORY AUDITORS:
M/s. Jay Gupta & Associates (FRN:
329001E) (Previously known as Gupta Agarwal & Associates), Chartered Accountants, were
appointed as the Statutory Auditor of the Company at the 6th Annual General Meeting of the
Company held on 30th December, 2020 for a term of 5 Consecutive years commencing from the
conclusion of the 6th Annual general Meeting till the conclusion of the 11th Annual
General Meeting of the Company to be held in the year 2025.
AUDITOR?S REPORT:
The statutory auditor?s report do not
contain any qualifications, reservations, or adverse remarks or disclaimer.
INTERNAL AUDITOR:
The Board of Directors based on the
recommendation of the Audit Committee has appointed M/s. Majumder & Associates, (FRN:
332321E) Chartered Accountants, as the Internal Auditor of the Company for the Financial
Year 2023-24 at such remuneration as may be mutually agreed upon between the Board of
Directors of the Company and Internal Auditor.
SECRETARIAL AUDIT:
The Board on recommendation of Audit
Committee had appointed M/s. S. A & Associates (C.P No. 3173), Practicing Company
Secretary, to carry out secretarial audit Pursuant to provision of Section 204 of the
Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as Annexure
A
COST AUDITOR
The Board of Directors of the Company here
confirmed that according to the Companies working and business, the Company does not
require to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.
COST RECORDS
Your Company is not required to maintain Cost
Records as specified by the Central Government u/s 148 (1) of the Companies Act, 2013.
FRAUDS REPORTED BY THE AUDITORS
During the period under review, under section
143(12) of the Act, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Boards Report. The
Company?s Statutory Auditors, Internal Auditors and Secretarial
Auditors have not reported any instance of
fraud during the period under review.
DIRECTORS? APPOINTMENT AND REMUNERATION
POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178
Remuneration Policy:
A Nomination and Remuneration Policy has been
formulated pursuant to the provisions of Section 178 and other applicable provisions of
the Companies Act, 2013 and rules thereto and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 stating therein the Company?s
policy on Directors?/Key Managerial Personnel/other employee?s appointment and
remuneration by the Nomination and Remuneration Committee and approved by the Board of
Directors. As part of the policy, the Company strives to ensure that the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors / KMPs of the quality required to run the company successfully. The policy is
available on the website of the company https://www.nikstech.com.
a) CEO/Managing Director & CFO - Criteria
for selection/appointment:
For the purpose of selection of the CEO/MD
& CFO, the Remuneration Committee shall identify persons of integrity who possess
relevant expertise, experience and leadership qualities required for the position and
shall take into consideration recommendation, if any, received from any member of the
Board. The Committee will also ensure that the incumbent fulfils such other criteria with
regard to age and other qualifications as laid down under the Companies Act, 2013 or other
applicable laws
b) Remuneration for the CEO/Managing
Director & CFO:
At the time of appointment or re-appointment,
the CEO/Managing Director & CFO shall be paid such remuneration as may be mutually
agreed between the Company (which includes the A&R Committee and the Board of
Directors) and the CEO/Managing Director & CFO within the overall limits prescribed
under the Companies Act, 2013. The remuneration of the CEO/Managing Director & CFO
comprises only of fixed component. The fixed component comprises salary, allowances,
perquisites, amenities and retrial benefits.
c) Remuneration Policy for the Senior
Management Employees:
In determining the remuneration of the Senior
Management Employees (i.e. KMPs and Executive Committee Members) the Remuneration
Committee shall ensure the relationship of remuneration and performance benchmark is
clear. The Managing Director will carry out the individual performance review based on the
standard appraisal matrix and shall take into account the appraisal score card and other
factors mentioned herein-above, whilst recommending the annual increment and performance
incentive to the Remuneration Committee for its review and approval.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The company is committed to adhere to the
highest standards of ethical, moral and legal conduct of business operations. In
compliance with Section 177 of the Companies Act, 2013 and other applicable provisions,
the company has formulated a Vigil Mechanism/Whistle Blower Policy (Mechanism) for its
Stakeholders, Directors and Employees in order to promote ethical behaviour in all its
business activities and in line with the best governance practices.
This vigil mechanism provides for adequate
safeguards against victimization of employees and directors who avail of the vigil
mechanism and also provide for direct access to the chairperson of the Audit committee, in
exceptional cases. The Company Secretary is the designated officer for effective
implementation of the policy and dealing with the complaints registered under the policy.
During the year under review no whistle blower event was reported.
The policy is available on the website of the
company https://nikstech.com/code-and-policies.
PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:
The Company is committed to provide and
promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or
social class of the employees.
The Company has in place an Anti-Sexual
Harassment Policy as per the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under
review, no complaints of sexual harassment have been received by the company. The policy
is available on the website of the company https://www.nikstech.com/code-and-policies.php.
CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT
TRADING BY INSIDERS
The company has in place the code of conduct
to regulate, monitor and report trading by Directors and Designated Employees in order to
protect the investor?s interest as per Securities and Exchange of Board of India
(Prohibition of Insider Trading) regulations, 2015. As per the code periodical disclosures
and pre-clearances for trading in securities by the Directors, Designated Employees and
Connected Persons is regulated and monitored.
RISK MANAGEMENT POLICY:
The company is having adequate risk
management procedures commensurate with the size of the Company and the nature of its
business. With regard to the element of risk, there is no element of risk in the opinion
of the Board which may threaten the existence of the Company.
HUMAN RESOURCES:
The company believe that the employees are
key contributors to the success of the business. Your company focus on attracting and
retaining the best possible talent. This attribute helps employees garner a sense of
brotherhood with the management which ultimately produces exemplary results for the entire
organization. Company?s manpower is a prudent mix of the experienced and youth which
gives the dual advantage of stability and growth. Entire work processes and skilled,
semi-skilled and unskilled resources together with management team have enabled to
implement your company?s growth plans. Your Company believes that the human resources
are a very important part of its strengths and hence ensures that all facilities like
EPFO, ESIC, Leave, Entitlement and other facilities, uniforms, safety equipment is
provided to all staff as applicable. Housing facility is available for outstation
employees.
PARTICULARS OF EMPLOYEES:
As required under the provisions of Companies
Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, there are no employee falling under the above category,
thus no information is required to be given in the report.
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE
MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2023-24.
The information required pursuant to section
197(12) read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules 2014
in respect of ratio of remuneration of each director to the median remuneration of the
employee of the Company for the financial year 2023-24 forms part of this report as Annexure-B.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
No significant and material order has been
passed by the regulators, courts, tribunals impacting the going concern status of the
Companys and its future operation.
BOARD OF DIRECTORS:
The Company is managed by well-qualified
professionals. All directors are suitably qualified, experienced and competent. The
members of the Board of Directors are persons with considerable experience and expertise
in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by
the experience and skills of the Board of Directors. The Independent Directors have made
disclosures to the Board confirming that there are no material, financial and/or
commercial transactions between them and the company which could have potential conflict
of interest with the company at large.
APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL:
Appointment/Re-appointment of Director:
During the period under review there were no
such directors being appointed in the company.
Retirement by Rotation:
Mrs. Anamika Anand (DIN:08229644) Director,
who retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible
offers himself for re-appointment.
Resignation of Director:
During the period under review there were no
such directors being resigned from the Board of the Company.
Appointment and Resignation of KMP:
During the period under review, no Key
Managerial Personnel were appointed to the Board of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All independent directors have given
declarations confirming that they meet the criteria of independence as prescribed under
Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
In terms of requirement of Schedule IV of the
Companies Act, 2013, Independent Director had a separate meeting on May 20, 2024 without
the attendance of Non-Independent Director and Members of management. All the Independent
Directors were present at the said meeting. The activities prescribed in paragraph VII of
Schedule IV to the Act were carried out at the said meeting.
FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS:
The familiarisation programme aims to provide
Independent Directors with the industry scenario, the socio-economic environment in which
the Company operates, the business model, the operational and financial performance of the
Company, significant developments so as to enable them to take well informed decisions in
a timely manner. The familiarisation programme also seeks to update the Directors on the
roles, responsibilities, rights and duties under the Act and other statutes.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to
discuss and decide on Company/business policies and strategies apart from other Board
business. During the year, 9 (Nine) Board Meetings were held. The maximum time gap between
any two consecutive meetings did not exceed 120 days. The necessary quorums were present
for all the meetings.
During the year under review 9 (nine) Board
met six times. The details of the directors meeting along with the attendance are as
follows:
Sl No. |
Date of Board Meeting |
No. of Directors? as on date of
meeting |
No. of Directors? present at the
meeting |
pt 0in 5.4pt> 1. |
20th May 2023 |
5 |
5 |
2. |
16th August 2023 |
5 |
5 |
3. |
24th August 2023 |
5 |
5 |
4. |
23rd September 2023 |
5 |
5 |
5. |
11th November 2023 |
5 |
5 |
6. |
23rd November 2023 |
5 |
5 |
7. |
01st December 2023 |
5 |
5 |
8. |
17th January 2024 |
5 |
5 |
9. |
18th March 2024 |
5 |
5 |
ANNUAL EVALUATION OF BOARD?S PERFORMANCE:
During the year under review, the Board
adopted a formal mechanism for evaluating its performance and as well as that of its
Committees and individual Directors, including the Chairman of the Board. The exercise was
carried out through structured evaluation process covering various aspects of the Boards
functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations, governance issues etc.
Separate exercise was carried out to evaluate the performance of individual Directors
including the Board Chairman who were evaluated on parameters such as attendance,
contribution at the meetings and otherwise, independent judgment, safeguarding of minority
shareholders interest etc. The evaluation of the Independent Directors was carried out by
the entire Board and that of the Chairman and the Non-Independent Directors were carried
out by the Independent Directors. The Directors were satisfied with the evaluation
results, which reflected the overall engagement of the Board and its Committees with the
Company. Having regard to the industry, size and nature of business your Company is
engaged in, the evaluation methodology adopted is, in the opinion of the Board,
sufficient, appropriate and is found to be serving the purpose. All the members of the
Board and the Management Committee have affirmed their compliance with the Code of
Conduct.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD 0F
DIRECTORS
A) AUDIT COMMITTEE:
Terms of Reference:
The Audit Committee of Directors was
constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The
composition of the Audit Committee is in conformity with the provisions of the said
section. These broadly includes (i) Develop an annual plan for Committee (ii) review of
financial reporting processes, (iii) review of risk management, internal control and
governance processes, (iv) discussions on half yearly and annual financial statements, (v)
interaction with statutory, internal auditors, (vi) recommendation for appointment,
remuneration and terms of appointment of auditors and (vii) risk management framework
concerning the critical operations of the Company. In addition to the above, the Audit
Committee also reviews the following:
a) Matter included in the Director?s
Responsibility Statement.
b) Changes, if any, in the accounting policies.
c) Major accounting estimates and significant
adjustments in financial statement.
d) Compliance with listing and other legal
requirements concerning financial statements.
e) Disclosures in financial statement including
related party transactions,
f) Qualification in draft audit report.
g) Scrutiny of inter-corporate loans &
investments.
h) Management?s Discussions and Analysis
of Company?s operations.
i) Valuation of undertakings or assets of the
company, wherever it is necessary.
j) Letters of Statutory Auditors to management
on internal control weakness, if any.
k) Major non routine transactions recorded in
the financial statements involving exercise of judgement by the management.
l) Recommend to the Board the appointment,
re-appointment and, if required the replacement or removal of the statutory auditors
considering their independence and effectiveness, and recommend the audit fees.
m) Subject to review by the Board of Directors,
review on quarterly basis, Related Party Transactions entered into by the Company pursuant
to each omnibus approval given.
Committee Constitution is as follows:
The Audit Committee consists of two
Independent Directors and one Executive Director as on 31.03.2024. All members of the
Audit Committee are financially literate and they have accounting or related financial
management expertise.
Sr. No. Name |
Designation |
No of Meeting held |
No of Meeting Attended |
1 Mr. Rakesh Kumar Singh |
Chairman |
4 |
4 |
2 Mr. Pankaj Kumar |
Member |
4 |
4 |
3 Mr. Manish Dixit |
Member |
4 |
4 |
During the year under review 4 (Four)
meetings were held on the following dates: 20.05.2023, 24.08.2023, 11.11.2023 and
19.02.2024.
B) NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of
Directors was constituted pursuant to the provisions of Section 178 of the Companies Act,
2013. The Composition of the Committee is in conformity with the provisions of the said
Section.
Terms of Reference:
The Committee is empowered:-
a. Formulation of the criteria for determining
the qualifications, positive attributes and independence of Director;
b. Identification and assessing potential
individuals with respect to their expertise, skills, attributes, personal and professional
standing for appointment and re-appointment as Directors / Independent Directors on the
Board and as Key Managerial Personnel?s;
c. Support Board in evaluation of performance
of all the Directors & in annual self-assessment of the Board?s overall
performance;
d. Conduct Annual performance review of MD and
CEO and Senior Management Employees;
e. Administration of Employee Stock Option
Scheme (ESOS);
f. Formulate a policy relating to remuneration
for the Directors, Committee and also the Senior Management Employees.
Composition of the Nomination &
Remuneration Committee is as follows:
Sr. No. Name |
Designation |
No. of Meeting Held |
No. of Meeting attended |
1 Mr. Pankaj Kumar |
Chairman |
2 |
2 |
2 Mr. Rakesh Kumar Singh |
Member |
2 |
2 |
3 Mr. Keshav Das Sonakiya |
Member |
2 |
2 |
During the year under review 2 (Two) meeting
were held on following dates: 24.08.2023 and 19
.02.2024.
This Committee has been formed to carry out
the function as contained in Schedule III of the Companies Act, 2013 and shall enjoy
necessary powers and authority reviews commensurate with its functions.
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee
consists of the following Directors as given below. The Committee is in charge of looking
after grievances of Investors and Shareholders. The detail of the Committee is as follows:
i) Terms of Reference: The terms of reference of the Committee includes the following:
a) To review all complaint recorded in Scores
of SEBI and replies made to the same by RTA/Company Secretary.
b) To receive report on all complaints recorded
in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken
by the Registrars.
c) To take action of all grievances and
complaints lodged by the stock exchange, shareholders associations and other bodies.
d) To review grievances of other stakeholders
of the Company given in their individual capacity.
e) Overview activities relating to share
maintenance and related work.
The composition of Share Transfer/Investor Grievance Committee is as follows:
Sr. No. Name |
Designation |
No. of Meeting Held |
No. of Meeting attended |
1 Mr. Rakesh Kumar Singh |
Chairman |
4 |
4 |
2 Mr. Pankaj Kumar |
Member |
4 |
4 |
3 Mr. Manish Dixit |
Member |
4 |
4 |
During the year under review 4 (Four)
meetings were held on the following dates: 20.05.2023, 24.08.2023, 11.11.2023 and
17.01.2024.
DETAILS OF INVESTOR?S GRIEVANCES/
COMPLAINTS
The Company has not received any complaints
during the year. The pending complaints of the Shareholders/Investors registered with SEBI
at the end of the current financial year ended on 31st March, 2024 are NIL.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
Details of Loans, Guarantees or Investments
under Section 186 of the Companies Act, 2013 wherever applicable, are given in the notes
to the Financial Statements.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate trading in securities by the
Directors and Designated Employees of the Company. The Code requires pre-clearance for
dealing in the Company?s shares and prohibits the purchase or sale of Company shares
by the Directors and the Designated Employees while in possession of Unpublished Price
Sensitive Information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code. All Board of
Directors and the Designated Employees have confirmed compliance with the Code.
MANAGEMENT?S DISCUSSION AND ANALYSIS
REPORT:
In terms of the provisions of Regulation 34
of the Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015, the Management?s
discussion and analysis is presented in a separate section forming part of the Annual
Report as Annexure-C.
CORPORATE GOVERNANCE:
The Company being listed on the Small and
Medium Enterprise Platform (BSE SME STARTUP PLATFORM) is exempted from provisions of
corporate governance as per Regulation 15 of Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulation, 2015.
Hence no corporate governance report is
disclosed in this Annual Report. It is Pertinent to mention that the Company follows
Majority of the provisions of the corporate governance voluntarily.
NON-APPLICABILITY OF THE INDIAN ACCOUNTING
STANDARDS:
As per Provision to regulation Rule 4(1) of
the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.
G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as
referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS
w.e.f. 1st April, 2017. As your Company is listed on SME Platform of BSE Limited, is
covered under the exempted category and is not required to comply with IND-AS for
preparation of financial statements beginning with period on or after 1st April, 2017.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND:
The Company did not have any funds lying
unpaid or unclaimed for a period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund (IEPF).
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.
PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE 2016
During the period under review, no
application has been made or any proceeding is pending under the IBC-2016.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of
environmentally clean and sale operations. The Company?s policy requires the conduct
of all operations in such manner so as to ensure safety of all concerned, compliance of
statutory and industrial requirements for environment protection and conservation of
natural resources to the extent possible.
DIFFERENCE IN VALUATION:
During the period under review, the Company
has never made any one-time settlement against the loans obtain from banks and financial
institution and hence this clause is not applicable.
CAUTIONARY NOTE:
The statements forming part of the Directors
Report may contain certain forward-looking remarks within the meaning of applicable
securities laws and regulations. Many factors could cause the actual performances or
achievements of the company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward looking
statements.
ACKNOWLEDGEMENTS:
Your Directors would like to express their
sincere appreciation for the assistance and co-operation received from the financial
institutions, banks, Government authorities, customers, vendors and members during the
year under review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services by the Companys executives, staff and workers
Registered office: |
By Order of the Board of Directors |
|
Flat No. 501, Shiv Laxmi Plaza |
For Niks Technology Limited |
|
Opp. Rajendra Nagar
Terminal, |
||
Old Bypass Main Road |
Manish Dixit |
Anamika Anand |
Kankarbagh Patna-800020, Bihar |
Managing Director |
Director |
Place: Patna |
DIN: 06888132 |
DIN: 08229644 |
Date: 26-08-2024 |
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