Nirav Commercials Ltd Directors Report

Dear Shareholders,

The Board of Directors is pleased to present the 39th Annual Report of the Company for the financial year ended 31st March, 2024.

FINANCIAL RESULTS:

Rs. in Lakh

	2023-24	2022-23
Total Revenue	1132.70	1051.31
Profit Before Tax	38.90	87.33
Less : Tax Expenses	6.84	20.25
Profit After Tax / Retained earning	32.06	67.08

COMPANYS PERFORMANCE

During the financial year 2023-2024, total revenue of the Company is Rs. 1132.70. Lakh as compared to Rs. 1051.31 Lakh in the previous financial year. The profit after tax is Rs. 32.06 Lakh as compared to Rs. 67.08 Lakh in the previous financial year. There was no material change in the nature of business of the Company.

DIVIDEND

The Board of Directors have not recommended any dividend for the financial year 2023-24.

TRANSFER TO RESERVE

Net profit for the current financial year, Rs. 32.06 Lakh (Previous Year Rs. 67.08. Lakh) is proposed to be retained in the Retained Earning and the Company has not transferred any amount to the reserves during the current financial year.

SUBSIDIARY AND JOINT VENTURE COMPANIES

There is no subsidiary/joint venture company within the meaning of the Companies Act, 2013 ("the Act"). Hence, no report on the performance of such companies in form AOC-1 is provided.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state 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 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 31st March, 2024 and of the 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 Companies Act, 2013 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

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Raghav Daga, Managing Director (A Director liable to retire by rotation) of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. Shri Raghav Daga is a Commerce Graduate from the Mumbai University, Chartered Accountant from Institute of Chartered Accountants of India & MBA from Carnegie Mellon University, USA. He has vast experience of over 24 years in Aluminium Industries & finance. He holds 16,620 equity shares in the Company.

Shri Raghav Daga (DIN- 00084553) is appointed as the Managing Director for a term of 3 years w.e.f 7th June, 2024, subject to shareholders approval at the ensuing Annual General Meeting

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are Shri Raghav Daga, Managing Director, Shri Girish Agarwal, Chief Financial Officer and Shri Amey Borkar, Company Secretary.

Except the aforesaid director, no directors or key managerial personnel were appointed or have resigned during the financial year.

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 Section 149(6) 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘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.

MEETINGS OF THE BOARD

Total Four meetings of the Board of Directors were held during the financial year 2023-24 and the maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

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 the corporate governance requirements as prescribed by the 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.

In a separate meeting of the independent directors, performance of non-independent director and the board as a whole was evaluated, taking into account the views of executive director and non-executive directors.

The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual director was also discussed. Performance evaluation of independent directors were done by the entire board, excluding the independent directors being evaluated.

CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practising Company Secretary on its compliance forms an integral part of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matter are as per the provisions of Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of directors report.

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.

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 and no personnel has been denied access to the audit committee. The Vigil Mechanism and whistle-blower policy is put on the Companys website and can be accessed.at: https://www.associatedgroup-investors.com/ ncl/investors.php

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.

There were no materially significant related party transactions as per the Regulation 23 of the Listing regulations, that may have potential conflict with interest of the Company at large.

Your Directors draw attention of the members to Note no. 31 to the Financial Statements which set out related party transactions as per Ind AS 24. As there were no transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014, Nil details are given in Annexure -I in Form AOC-2 and the same forms part of this report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Companys website and can be accessed at https://www.associatedgroup-investors.com/ncl/investors. php

AUDIT COMMITTEE

The Audit Committee comprised of members namely Shri Navinchandra Shah (Chairman), Smt. Santosh Mundhra (Member) and Shri Lalit Kumar Daga (Member).

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.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with the 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 II of this report.

AUDITORS AND AUDITORS REPORT Statutory Auditor:

M/s. Suryaprakash Maurya & Co., Chartered Accountants was appointed as Auditors of the Company, for a term of 5 (five) consecutive years, from the conclusion of the Annual General

Meeting held on December 21, 2020 till the conclusion of the 40th Annual General Meeting of the Company, to be held in the Calendar year 2025. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report for the financial year ended 31st March, 2024 on the financial statements of the Company is a part of this Annual Report. The Independent Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor:

The Secretarial Audit Report relating to Secretarial Audit conducted by M/s. Arun Dash & Associates, Company Secretaries, for the financial year ended March 31, 2024 under the 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.

DISCLOSURE REQUIREMENTS

Disclosure requirements as per SEBI Listing Regulations, the Corporate Governance Report with the Practicing Company Secretarys Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.

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 III to this Report.

OTHER DISCLOSURES

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

Your Company has not issued any shares with differential voting rights.

There was no revision in the financial statements.

Your Company has not issued any sweat equity shares.

There were no changes in the nature of business.

During the year under review, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2024, there were no deposits which were unpaid or unclaimed and due for repayment.

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

There were no frauds reported by the Auditors u/s 143(12) of the Act.

As per the requirement of the Sexual Harassment of

Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has complied with provisions relating to the constitution of Internal Complaints Committee. - There were no complaints received during the year under review.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year – Not applicable

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof – Not applicable

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

The company does not fall under the criteria mentioned under Section 135 (1) of the Act, pertaining to applicability of Corporate Social Responsibility.

In accordance with the requirement of Regulation 34(3) and Schedule V Part F of Listing Regulations, no share of the company is in demat/unclaimed suspense account.

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 of Directors 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: 04.07.2024