Nirav Commercials Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 33rd Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2018. The highlights of the financial results are as under:

FINANCIAL RESULTS:
in Lakh
2017-18 2016-17
Total Revenue 1465.66 1215.76
Profit Before Tax 821.08 53.55
Less : Tax Expenses 164.47 13.63
Profit Affer Tax / Retained earning 656.61 39.92

DIVIDEND

Considering the financial position of the company, the Board of Director does not recommend any dividend for this financial year.

TRANSFER TO RESERVE

Net profit for the year 656.61 Lakh (Previous Year 39.92 Lakh) is proposed to be retained in the Retained Earning.

SUBSIDIARY COMPANY

There is no subsidiary/joint venture company within the meaning of Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors responsibility statement, it is hereby confirmed that:

a) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) 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 of the state of affairs of the Company as at 31st March,2018 and profit of the Company for the said period;

c) the Directors have taken proper and sufficient care of 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;

d) the Directors have prepared the Annual Accounts on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Shailesh Daga, Director of the Company, retires by rotation at the ensuing AGM and being eligible has offered himself for re-appointment. Shri Shailesh Daga is a Commerce Graduate from the University of Mumbai and MBA from Bond University, Australia. He has over 31 year experience in Aluminium Industries. He holds 8960 equity shares in the Company. He is the son of Shri Lalit Kumar Daga, Chairman/Director of the Company. Shri Shailesh Daga also hold directorship in another listed company viz. Hind Aluminium Industries Limited.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2018 are Shri Lalit Kumar Daga, Chairman & Managing Director and Shri S.K. Sharma, Chief Financial Officer.

An experienced team of senior executive of the company are looking affer all Company Act, 2013 and SEBI (LODR), 2015 Compliances, however the company is also looking for a qualified Company Secretary.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company Confirming that they continue to meet the criteria of independence, as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have confirmed that they have complied with the Companys code of conduct.

MEETING OF THE BOARD

Four Board Meetings were held during the year.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations).

The performance of the board was evaluated by the board affer seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board affer seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

POLICY ON DIRECTORS APPOINTEMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matter are as per provisions of Section 178(3) of the Act.

INTERNAL FINANCIAL CONTROLS

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee comprise of Shri Navinchandra Shah, Shri Sudhir Goel and Shri Narayan Das Mundhra.

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

NOMINATION & REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Nomination & Remuneration Committee is in alignment with provisions of Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 19 of the Listing Regulations.

The Nomination & Remuneration Committee comprise of Shri Navinchandra Shah, Shri Sudhir Goel and Mrs Renu Somani.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism and whistle-blower policy is put on the Companys website and can be accessed at : www.associatedgroup.com/NCL

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report

CONTRACTS AND WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the

Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

Your Directors draw attention of the members to Note no. 32 of the financial statement which set out related party transactions.Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure III of this report.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Motilal & Associates (Firm Reg. No. 106584W), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of 29th AGM of the company till the conclusion of the 34th AGM of the Company to be held in the year 2019.

SECRETARIAL AUDITORS REPORT

The Secretarial Audit Report for the financial year ended March 31, 2018 relating to Secretarial Audit conducted by M/s Arun Dash & Associates, Company Secretaries is annexed herewith marked as Annexure IV to this report. An Experienced team of Senior Executive of the Company is looking affer all company laws and SEBI (LODR) Regulation, 2015 Complianes, however the Company is also looking for a suitable qualified Company Secretary.

RISK MANAGEMENT POLICY

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

DEPOSITS FROM PUBLIC

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

MATERIAL ORDERS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:

Energy conservation continues to be an area of focus for the company. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:

a. improved monitoring of energy consumption through smartmeteringandintegrationwithbuildingmanagement systems;

b. setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;

c. The Company is planning for Solar energy as an alternate source of energy.

d. The Company has invested on energy conservation equipment.

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Companys operations do not require significant import of technology.

RESEARCH AND DEVELOPMENT (R&D):

The Company is actively engaged in product up gradation, design, development and new product development.

Since the expenditure incurred on research and development activities were not substantial, no separate account for the same was being maintained.

FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Foreign Exchange Earnings & Outgo are provided in the Notes forming part of the Accounts.

GENERAL

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001: 2015 certified unit.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013.

The Company has in place the Policy on Prevention of Sexual Harassment at Workplace (POSH) in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No Complaint received by the Company under the said Act .

ACKNOWLEDGEMENT

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

Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board
Lalit Kumar Daga
Chairman
Place: Mumbai
Date: 15th June, 2018.