Nilkanth Engineering Ltd Directors Report.

To,

The Members

Niikanth Engineering Limited

The Directors of your Company are pleased to present their Thirty Seventh Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2020.

FINANCIAL RESULTS

The financial performance of the Company, for the financial year ended 31st March, 2020 is summarized below:

Rs. in Lakhs

Particulars

Standalone

Consolidated

Financial Year 2019-20 Financial Year 2018-19 Financial Year 2019-20 Financial Year 2018-19
Revenue from Operations 0.99 191.20 0.99 191.20
Other Income 16.62 18.17 16.63 18.17
Total Income 17.61 209.37 17.62 209.37
Expenditure 109.20 355.26 109.20 355.26
Profit /(Loss) before tax (91.59) (145.89) (91.58) (145.89)
Share in Profit /(Loss) of Associates - - (193.20) (26.33)
Tax Expenses - * - *
Excess/(Short) Tax provisions (0.27) - (0.27) -
Profit / (Loss) after Tax (91.86) (145.89) (285.05) (172.22)
Other Comprehensive Income/(Loss) (27.91) (15.69) (11,256.41) 3,543.27
Total Comprehensive lncome/(Loss) for the year (119.77) (161.58) (11541.46) 3,371.05

COVID -15 IMPACT

The outbreak of coronavirus (COVID-19) pandemic globally and in India has resulted in a slowdown of economic activity. The Company has elevated the impact of this pandemic on its business operations during the year ended March 31, 2020. This pandemic has not materially impacted revenues of the Company and its associates for the year ended March 31,2020.

Further, in terms of COVID-19, regularity package announced by Reserve Bank of India (RBI) on March 27, 2020, the moratorium was extended to the eligible borrowers for installments falling due between March 1, 2020 and May 1, 2020. Further pursuant to RBI notification dated May 23, 2020, the moratorium was given to eligible borrower was extended for a further period of three months upto August 31, 2020. Extension of such moratorium benefit to borrowers as per COVID-19 Regulatory package of RBI by itself is not considered to result in significant increase in credit risk as per IND AS 109 for staging of accounts.

The extent to which the pandemic will impact Companys results will depend on future development, which are highly uncertain, including, among things, any new information concerning the severity of the COVID-19 pandemic and any action to obtain its spread or mitigate its impact whether government mandated or elected by the Company and its associates. Given the uncertainty over the potential macro economics condition, the impact of the global health pandemic may be different from that estimated as at the approval of the financial performance and the Company and its associates will continue to closely monitor any material changes to future economic conditions.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs vide its notification dated 16.02.2015 notified the Company (Indian Accounting Standard) Rules 2015, applicable to certain class of the Companies, in pursuance to the said notification read with the Companies (Indian Accounting Standard) (Amendment) Rules, 2016, Ind As became applicable to your Company with effect from 1st April, 2019. Accordingly, Standalone and Consolidated Financial Statements for the year ended 31st March, 2020, have been prepared in accordance with Ind AS, and consequently, the Financial Statements for the previous years have been restated to conform to the provisions of the IND AS.

PERFORMANCE REVIEW

The company has adopted Ind AS for reporting financial results for the year under review against previously India GAAP. During the year under review, the Company has incurred total compressive Loss after Tax of Rs 119.77 Lakhs (Previous Year total compressive Loss after Tax Rs. 161.58 Lakhs).

The Company is engaged in the business of making of long term investment and letting out of immovable property. There have been no material changes in the business of the Company during the financial year.

FINANCE

Your Company has made provisions for sufficient borrowing facilities to meet its longterm and short-term requirement in order to support the business operations.

DIVIDEND

In view of loss during the year under review, your Directors do not recommend any dividend for the year under review.

TRANSFER TO RESERVES UNDER RBI ACT. 1934

The Company does not require to transfer any funds to Special Reserve Funds under RBI Act, 1934 as the Company has surrendered the Certificate of Registration issued by Reserve Bank of India to carry on Business as Non-Banking Finance Company as the operations of the Company does not satisfy the criteria of assets and Income pattern in terms of Press Release No, 1998-99/1269 dated 08.04.1999 issued by Reserve Bank of India.

PUBLIC DEPOSIT

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

SHARE CAPITAL

The Authorised Share Capital as on 31st March, 2020 was Rs. 1,25,00,000/-( Rupees One Crore Twenty Five Lac Only) divided into 12,50,000 Equity Shares of Rs. 10/- each.

There has been no change in the Share Capital of the Company during the financial year 2019-2020

The Issued Share Capital as on 31st March, 2020 was Rs 1,24,50,000/- (Rupees One Crore Twenty Five Lac Only) divided into 12,45,000 Equity Shares of Rs. 10/- each.

SUBSIDIARY

As at the end of the year under review i.e. on 31st March, 2020 and also as on the date of this report, your Company does not have any Subsidiary.

EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure 1

PARTICULARS OF EMPLOYEES

The information regarding employee remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure EE. Further Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required as there are no employees in the Company for this category.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES . ASSOCIATE OR JOINT VENTURES

Pursuant to section 129(3) of the Companies Act, 2013, the statement containing the salient feature of financial statement of Companys subsidiary, associate and joint venture of the Company are as under:

The Company does not have subsidiary Company.

However the Company have Associate companies the brief details of which is being given hereunder:

1. Jatayu Textiles & Industries Limited (Associate Company)

Jatayu Textiles & Industries Limited (Jatayu) is registered with Reserve Bank of India as Non-Banking Financial Company (NBFC) in the category of the Company not accepting / holding public deposits.

The total revenue of Jatayu during the financial year 2019-20 was Rs.661.66 Lakh The Company netted Profit of Rs. 32.55 Lakhs before tax tax and net total comprehensive Loss for the year after tax was at Rs. 16,892.94 Lakhs.

2. Osiris Online Private Limited (Associate Company)

Osiris Online Private Limited (Osiris) has paid up capita! of Rs. 66,00,000/- and does not have any substantial business.

The total revenue of Osiris during the financial year 2019-20 was 0.31 Lakh The Company netted Profit of Rs. 0.09 Lakhs before tax tax and net total comprehensive Loss for the year after tax was at Rs. 1983.19 Lakhs.

3. Sushree Trading Limited (Associate Company)

Sushree Trading Limited (Sushree) registered with Reserve Bank of India as Non- Banking Financial Company (NBFC) in the category of the Company not accepting / holding public deposits.

The total revenue of Sushree during the financial year 2019-20 was Rs. 14.97 Lakh. The Company netted Loss of Rs. 466.30 before tax tax and net total comprehensive Loss for the year after tax was at Rs. 14,046.38 Lakh.

The Company does not have any Joint Venture.

The details of the Companys subsidiary, associate and Joint Venture Company as on 3181 March, 2020 is given under Annexure 2

PARTICULARS OF EMPLOYEES

There was no employee in the company drawing remuneration in excess of the limits set out in the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as "Annexure-3 ".

Furthermore, the disclosures pertaining to remuneration and Top Ten Employees details are provided in the Annual Report as "Annexure-4\

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the Company is included in this Annual Report under the heading "Annexure-5".

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company had not entered into any transactions as enumerated in section 188 of the Companies Act, 2013 and rules made thereunder with the related party as defined under section 2(76) of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations.

CEO / CFO CERTIFICATION:

As required by Regulation 17(8) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, The CEO / CFO certificate for the financial year 2019- 20 has been submitted to the Board and the copy thereof is contained in the Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The Company has in place adequate internal financial control system which ensure orderly and efficient conduct of its business, safeguarding of its assets and accuracy and completeness of accounting records, timely preparation of reliable financial information and various regulatory and statutory compliance

Further, companys internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficient conduct of the business.

RISK MANAGEMENT

The Company operates in conditions where economic environment and social risk are inherent to its businesses. In managing risk, it is the Companys practice to take advantage of potential opportunities while managing potential adverse effects.

The various elements of risk which the Directors think, that may threaten the existence of the Company are:

3) Financial Risk: Financial risk generally arises due to instability and losses in the financial market caused by movements in stock prices, currencies, interest rates and more.

b) Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. The risk stemming from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss.

c) Credit Risk: The risk of loss of principal or loss of a financial reward stemming from a borrowers failure to repay a loan or otherwise meet a contractual obligation.

d) Time Risk: To compensate for non-receipt of expected inflow of funds.

In line with Listing Regulations and as per the requirement of Section 134(3) (n) of the Companies Act, 2013 read with the rules made there under, as amended, Board has a framework for Risk Management to oversee the mitigation o such risks.

REMUNERATION POLICY

The Nomination and Remuneration Policy of the company as mandated under Section 178 (3) (4) of the Companies Act, 2013 is available on the website of the company

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 with respect to Corporate Social Responsibility are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors make the following statement and confirm that;-

i) in the preparation of the annual accounts for the year ended 31 March 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) the Directors had 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 of the state of affairs of the Company as at 31 March 2020 and of the Loss of the Company for year ended on that date;

iii) the Directors had 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 had prepared the Annual Accounts on a going concern basis;

v) the Directors had laid down internal financial controls and that such internal financial controls are adequate and are operating effectively; and

vi) 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.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement for the financial year 2019-2020 is prepared in accordance with applicable provisions of the Companies Act, 2013, Accounting standard and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. This vigil mechanism shall provide a channel to the employees and Directors to report to the management, concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional. The practice of the Vigil Mechanism Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee.

The Company will take appropriate action for its resolution. During the year, no whistle blower event was reported and mechanism is functioning well.

CODE OF CONDUCT

Companys Board has [aid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Code of Conduct is available on the Companys website www.nilkanthengineering.co.in. All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct for Board Members and Senior Management during the financial year 2019-20. The declaration in this regard has been made by the Management Director which forms the part of this report as an annexure.

CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report,

DISCLOUSRE OF SECRETARIAL STANDARD BY DIRECTORS

The company complies with all applicable standards issued by the institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

The company complies with all applicable standards issued by the institute of Company Secretaries of India, The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PREVENTION OF INSIDER TRADING

The Company has adopted the Code of conduct for prevention of Insider Trading with view to regulate trading in securities by Directors and designated employees of the Company. The Code of conduct require pre-disclosure for dealing in Companys Shares and prohibit the purchase or sale of Companys 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 trading window is closed. The Board is responsible for implementation of the code. All Board of Directors and the designated employees have confirmed the compliance of code.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the Audited Financial Statements, wherever applicable.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company,

There were no foreign exchange earnings and outgoings during the year under review.

DIRECTORS AND KMP

Mr. G. ML Loyalka (DIN - 00299416) who is retiring by rotation at this Annual General Meeting is to be re-appointed. His involvement with the affairs of the Company is beneficial to the Company as well as Stakeholders.

The board has recommended re-appointment of Shri Ramdas Bhatter and Smt. Rajshree Tapuriah as independent Directors for second term of five years subject to approval by members by way of special resolutions and brief profile of the Independent Directors is stated in the Notice of ensuing AGM.

During the year under review, Mr. Anil Vithal Londhe was appointed as Chief Financial Officer of the Company by the Board of Director with effect from 23rd April, 2019

APPOINTMENT OF MANAGING DIRECTOR

Mr. Nitin Agrawal was appointed Additional Director and Managing Director at the Board Meeting held on 1st August, 2018 for two year which is expiring on 30m July, 2020. His appointment as Director and Managing Director was consented at the 35th Annual General Meeting held on 24th September, 2018. The Board recommends the appointment of Mr. Nitin Agrawal for further term of Three year (ie upto 30th July, 2023 at the remuneration of Rs. 8.78 Lac per annum with each increment at the rate below 20% upto 30th July, 2023.

PERFORMANCE EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate the process of evaluating the performance of Individual Directors, Committees of the Board and the Board as whole.

The Nomination and Remuneration Committee of the Company also evaluated the performance of all individual Directors on various parameters such as level of participation of Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge and expertise etc.

All the Independent Directors of the Company also had a separate meeting on 13th February, 2020 to review the performance and evaluation of Non-independent Directors and Board as a whole.

The Board after taking into consideration the evaluation as done by Nomination and Remuneration Committee and by Independent Directors, carried out an annual evaluation of its own performance and that of its Committees and individual Director. The overall outcome of such evaluation is that the Board, its committees and individual Directors have performed effectively and satisfactorily

DECLARATION OF INDEPENDENT DIRECTOR

All the Independent Director have confirmed to the Board that they meet the criteria of Independence as specified under section 149(6) of the Companies Act, 2013 and they qualify to be an Independent Director pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors), Rule 2014. The Independent Directors have also confirmed that they meet the requirements of "Independent Director" as mentioned under Regulation 16(1 )(b) of the Listing Regulations.

BOARD MEETINGS

During the year under review the Company held Eight (9) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on 23rd April, 2019, 29th May, 2019, 28th June 2019, 23rd August 2019, 5th September 2019, 14th September 2019, 14th November 2019, 17m January, 2020 and 13th February, 2020

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

BOARD COMMITTEE - AUDIT COMMITTEE

The Audit Committee is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. Members of the Audit Committee possess financial / accounting expertise / exposure. Further, all the recommendations made by the Audit Committee were duly accepted by the Board of Directors. The Company Secretary is acting as Secretary of this Committee. The Managing Director and CFO are the permanent invitee to Audit Committee to give clarification on accounts and other related issues.

The Composition of Audit Committee as on 31.03.2020 are as under:

Sr. No. Name of the Director Position Category
1 Smt. Rajshree Tapuriah Chairman Independent Director
2 Shri. Ramdas Bhatter Member Independent Director
3 Shri. Nitin AgrawaS Member Managing Director

Four meetings of the Audit Committee were held during the financial year 2019-20 on 29th May, 2019, 14th September, 2019, 14th November, 2019 and 13th February, 2020, The accounts and financial positions were perused by the Audit Committee and thereafter placed before the Board for their consideration.

BOARD COMMITTEE - NOMINATION AND REMUNERATION

The Nomination and Remuneration Committee is constituted pursuant to the provisions of of Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration Committee possess sound expertise / knowledge / exposure. The Company Secretary of the Company is the Secretary of this committee

The Composition of Nomination and Remuneration Committee as on 31.03.2020 are as under:

Sr. No. Name of the Director Position Category
1 Smt. Rajshree Tapuriah Member Independent Director
2 Shri. Ramdas Bhatter Member Independent Director
3 Shri. G, M. Loyaika Chairman Non-Executive Director

Three meetings of the Nomination and Remuneration Committee were held during the financial year 2019-20 on 23rd April, 2019, 17fh January, 2020 and 13th February, 2020

AUDITORS:

Karnavat & Co., Chartered Accountants,(Firm Registration Number: 104863W) the Statutory Auditor of the Company were appointed in the 34th Annual General Meeting of the company held on 27th September, 2017 from conclusion of the said meeting until the conclusion of 39th Annual General Meeting (subject to ratification of their appointment by the members at every Annual General Meeting) at such remuneration fixed by the Board of Directors.

The Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 have since been amended vide notification dated 7th May, 2018 of Ministry of Corporate Affairs and the requirement of ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting has been done away with. Accordingly no ratification of Appointment of M/s B. Maheshwari & Co., Chartered Accountants, as the Statutory Auditors of the Company by the members is being sought in the ensuing Annual General Meeting.

During the year, the Statutory Auditors have confirmed that they satisfy the Independence Criteria required under the Companies Act, 2013 and Code of Ethics issued by the Institute of Chartered Accountants of India

AUDITORS REPORT

The observation of the Auditors in their report read with relevant notes on the accounts, as annexed are self-explanatory and do not call for any further explanation under section 134(3)(fX0 of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s Girish Murarka & Co., Company Secretaries in Practice having membership Mo. 7036 to undertake Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2019-20 as issued by him in the prescribed Form MR-3 is annexed to this Report as Annexure IV. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by Secretarial Auditor.

Further, the Board of Directors has approved the reappointment of M/s. Girish Murarka & Co. Company Secretaries, Mumbai as "Secretarial Auditors" for conducting Secretarial Audit for the financial year 2020-21.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the rules made thereunder the Board of Directors had approved the appointment of M/s Milind P. Shah, Chartered Accountants, as Internal Auditor" of the company for conducting Internal Audit for the financial year 2019-20. The Internal Audit Reports for each quarter were received by the Company and the same were reviewed by the Audit Committee and Board of Directors.

Further, the Board of Directors has approved the reappointment of M/s Milind P. Shah., Chartered Accountants, as "Internal Auditor" of the company for conducting Internal Audit for the financial year 2020-21.

COST AUDIT

The provisions of Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company

OTHER DISCLOSURES

• Your Company has not issued: -

- Any shares with differential rights;

- Any sweat equity shares

* There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

There were no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report.

• There was no revision in the financial statements.

* Your Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and unstinted support received from them during the year and look forward to their continued support in future.

For and on behalf of the Board of Directors of Niikanth Engineering Limited

Place: Mumbai Nitln Agrawaf Managing Director G. M. Loyalka Director
Date : 5th September, 2020 (DIN: 08186528) (DIN: 00299416)