Nirav Commercials Ltd Directors Report.

TO THE SHAREHOLDERS

Dear Shareholders,

Your Directors have pleasure in presenting the 34th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2019. The highlights of the financial results are as under:

FINANCIAL RESULTS:

in Lakh
2018-19 2017-18
Total Revenue 591.72 1465.66
Profit Before Tax 15.12 821.08
Less : Tax Expenses (0.21) 164.47
Profit After Tax / Retained earning 15.33 656.61

COMPANY PERFORMANCE

During the year 2018-2019 total revenue of the Company is 591.72 Lakh as compared to 1465.66 Lakh in previous year. The profit after tax is 15.33 Lakh as compared to 656.61 Lakh in the previous year. There is no material change in the nature of business of the Company.

DIVIDEND

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

TRANSFER TO RESERVE

Net profit for the year 15.33 Lakh (Previous Year 656.61 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,2019 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

Appointments / Re-appointments

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 29.05.2019 has re-appointed Shri Lalit Kumar Daga as Chairman & Managing Director of the Company for a period of 5 (five) years & categorised him as a Director liable to retire by rotation and eligible for re-appointment, subject to approval of shareholders of the Company.

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 29.11.2018 has appointed Shri Raghav Daga (DIN : 00084553) as an Additional Director liable to retire on Board of Directors of the Company in terms of Sections 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as "the Act") to hold office up to the date of the ensuing Annual General Meeting (AGM) of the Company, subject to approval of shareholders of the Company.

Pursuant to the recommendation of the Nomination and Remuneration Committee the Board of Directors at its meeting held on 29.11.2018 has appointed Mrs. Santosh Mundhra (DIN: 08289315), as an Additional Independent Director in terms of Section 149, 152, 161 Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactments(s) thereof for the time being force), to hold office for a period of 5 (five) consecutive years, not liable to retire by rotation, subject to the approval of the shareholders at the ensuing AGM.

Resignation

During the year under review, due to pre-occupation and other assignments Mrs. Renu Somani, resigned as an Independent Director of the Company w.e.f. 01.09.2018 and Shri Shailesh Daga & Shri Sudhir Goel, resigned as Directors of the Company w.e.f. 29.11.2018. The Board placed on record their appreciation for the valuable contribution and quality expert advices given by them during their tenure as a Director of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2019 are Shri Lalit Kumar Daga, Chairman & Managing Director, Shri S.K. Sharma, Chief Financial Officer and Shri Amey Borkar, Company Secretary.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

MEETING OF THE BOARD

Eight 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 after 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 after 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.

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.

AUDIT COMMITTEE

Audit Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations, read with Section 177 of the Act.

The Audit Committee comprises Directors namely Shri Navinchandra Shah (Chairman), Shri Raghav Daga and Smt Santosh Mundhra.

All the members of the Audit Committee are financially literate and have experience in financial management.

During the year all the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE

Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Act.

The Nomination & Remuneration Committee comprise of Shri Navinchandra Shah (Chairman), Shri Raghav Daga and Smt Santosh Mundhra.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations, read with Section 178 of the Act.

The Stakeholder Relationship Committee comprise of Shri Raghav Daga (Chairman) and Shri Lalit Kumar Daga.

CORPORATE SOCIAL RESPONSIBILITY

The surge of profit for the year ended 31st March, 2018 was due to sale of Investment of securities which is not from the ordinary business activity of the Company. Hence CSR Policy is not applicable to the Company.

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: https://www.associatedgroup-investors.com/ncl

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on 31st March, 2019 in Form MGT - 9 in accordance with Section 92 (3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.associatedgroup-investors.com/ncl and is set out in Annexure I to this Report.

CONTRACTS AND ARRANGEMENT 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.31of 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 AND AUDITORS REPORT Statutory Auditor:

On the recommendation of the Audit Committee, the Board of Directors have proposed to re-appoint M/s. Motilal & Associates (Firm Reg.No. 106584W), Chartered Accountants as the statutory auditors of the Company for a period of five years from the conclusion of the ensuing Annual General Meeting

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2019

The Auditors Report for the financial year ended 31st March, 2019 on the financial statements of the Company is a part of this Annual Report.

Secretarial Auditor:

The Secretarial Audit Report relating to Secretarial Audit conducted by M/s Arun Dash & Associates for the financial year ended March 31, 2019 under Companies Act, 2013 read with Rules made thereunder is set out in the Annexure IV to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the Company has submitted Annual financial result for financial year ended 31.03.2018 to the stock exchange on 15.06.2018 which was beyond the prescribed time limit under regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. i.e 30.05.2018.

DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure V to this Report.

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
Place: Mumbai Lalit Kumar Daga
Date: 29th May, 2019 Chairman

Annexure II Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arms length basis: NIL

2. Details of material contracts or arrangement or transactions at arms length basis:

Sr. No. Name(s) of the related party and nature of relationschip Nature of Contracts/ arrangements/ transaction Duration of contracts/ arrangement/ transaction Sailent terms of the contracts or arrangements or transactions including the value, if any Date(s) of approval by the Board, if any Amount paid in advance if any in
1 Hind Aluminium Industries Ltd. Leasing of Property N.A - - -
2 Dynavent Airsystems Pvt Ltd. Leasing of Property N.A - - -
3 Hind Aluminium Industries(Kenya) Ltd. Sale, Purchase or supply of any goods or materials As per sales order - - -

Annexure III

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) Rules, 2014

A. Ratio of remuneration of each Director to the median remuneration of all the employees of the Company in the financial year 2018-19 are as follows:

Name of Director(s) Ratio of Remuneration of directors to the Median remuneration
Shri Lalit Kumar Daga 0.20

Notes:

1. The aforesaid details are calculated on the basis of remuneration for the financial year 2018-19.

2. The remuneration of Directors includes sitting fees paid to them for the financial year 2018-19.

3. During the year sitting fee paid to Non-Executive & Independent Directors (as per same rate of previous year) of which details mentioned in MGT-9, which forms part of this Report.

B. Details of percentage increase in the remuneration of each Director, Chief Financial Officer and Company Secretary in the Financial year 2018-19 are as follows :

Name Increase/(Decrease)
(%)
Shri Lalit Kumar Daga –Chairman & Managing -
Director
Shri S K Sharma – Chief Financial Officer 16.27%
#Mr. Amey Borkar – Company Secretary -

Notes :

1. The remuneration to Director includes sitting fees paid to them.

# Appointed as Company Secretary w.e.f 01.10.2018, therefore percentage increase in remuneration is not reported.

C. The number of permanent employees on the roll of the Company: 20.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2018- 19 was 12.84% whereas there is no percentage increase in the managerial remuneration for the same financial year.

E. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.

F. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;

Information regarding remuneration and particulars of other employees of the Company will be available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting of the company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, where upon a copy would be sent.

ANNEXURE V

Information as per Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 and forming part of the Directors Report for the year ended 31st March, 2019.

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 smart metering and integration with building management 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.