Nivaka Fashions Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 37th Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2020.

FINANCIAL RESULTS:

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

Particulars 2019-20 2018-19
Total Income 2155.18 3623.80
Total Expenses 2340.35 3448.69
Profit/(Loss) before Tax (83.70) 243.37
Less: Tax expense - 60.88
Profit/ (Loss) after tax (83.70) 182.49

Business Performance and Segment Reporting

The Company is carrying on trading activities in textiles & luggage products. The turnover of the Company was Rs. 32155.18 Lacs during the year. The Company has made a profit of Rs. (83.70) Lacs during the year.The company is engaged only in trading business activities during 2019-20, hence segment reporting as required by Accounting Standard 17 is not applicable.

Industry Overview:

The trend in slowdown in global growth continued during the year. India was the fastest growing large economy with a stable currency that performed better than the most emerging market currencies. If the industry players manage to restructure their operations as per the new realities, success will not be very hard to find now. The Company is presently doing trading activities in textiles & luggage products.

Business Overview:

The present business activities of the Company are trading in textiles & luggage products. The management is confident of new business activities and it intends to raise further capital for its new business activities. Initially, these activities will be carried in and around Mumbai. Indian textile Industry is one of the leading textile industries in the world. Though was predominantly unorganized industry even a few years back, but the scenario started changing after the economic liberalization of Indian Economy in 1991. The opening up of economy gave the much needed thrust to the Indian Textile Industry, which has now successfully become one of the largest in the world. Indian textile Industry largely depends on the textile manufacturing and export. It also plays a major role in the economy of the country.

India earns about 27% of its total foreign exchange through textile exports. Indian textile industry is also the largest in the country in terms of employment generation. It not only generates jobs in its own industry but also opens up scope for other ancillary sectors. The Company may face risk in respect of slow down into the Textile market as well as of high competition & competition from China. The Company is also trading in branded luggage products, which has high visibility, deeper penetration in the interior region of India.

Business Responsibility Report:

Pursuant to Listing Regulations, a Business Responsibility Report is included and forms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis as required under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report.

Adequacy of Internal Control:

The Company has robust internal control systems in place which are commensurate with the size and nature of the business. The internal controls are aligned with statutory requirements and designed to safeguard the assets of the Company. The internal control systems are complemented by various Management Information System (MIS) reports covering all areas. Increased attention is given to auto generation of MIS reports as against manual reports to take care of possible human errors or alteration of data. The Management reviews and strengthens the controls periodically.

Human Resource Development:

The Company recognizes the importance of Human Resource as a key asset instrumental in its growth. The Company believes in acquisition, retention and betterment of talented team players. With the philosophy of inclusive growth, the Company has redefined its performance management system. The new system focuses on progression of individual employees together with organizational goals. Under the new system increased thrust will be on job rotation and multi-skilling.

Manpower:

The company recognizes the importance of human value and ensures that proper encouragement both moral and financial is extended to employees to motivate them.

Segment-Wise Performance:

The Company is into single reportable segment only.

Compliance:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Companys Board of Directors and the Companys Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis.

New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes.

Policies and Disclosure Requirement:

The Company has in place inter-alia following policies & code of conduct duly approved by the Board of Directors of the Company:

Policies for determining material subsidiaries of the Company is available on the website of the Company at the link www.nivakafashions.com/codes

Policies for determining materiality of information or events is available on the website of the Company at the link www.nivakafashions.com/codes

Policy for materiality of related party transactions is available on the website of the Company at the link www.nivakafashions.com/codes

Policy for determining of Material Litigation is available on the website of the Company at the link www.nivakafashions.com/codes

Policy for determining of Outstanding dues to creditors is available on the website of the Company at the link www.nivakafashions.com/codes

Policy for preservation of documents is available on the website of the Company at the link www.nivakafashions.com/codes

Policy on prevention of Sexual Harassment at workplace is available on the website of the Company at the link www.nivakafashions.com/codes

Whistle Blower policy for Directors and employees of the Company is available on the website of the Company at the link www.nivakafashions.com/codes

Cautionary Statement:

Investors are cautioned that this discussion contains statements that involve risks and uncertainties. Words like anticipate, believe, estimate intend, will, expect and other similar expressions are intended to identify "Forward Looking Statements". The company assumes no responsibility to amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. Actual results could differ materially from those expressed or implied.

Dividend:

The Board of Directors has not recommended any Dividend for the year.

Subsidiary Companies:

TheCompanydoesnothaveany subsidiary Company.

Share Capital:

The Company has issued Bonus shares during the year. The paid up capital of the company has increased from

Reserves:

Since there is no profit for the current year, no funds have being transferred to the reserve account.

Acceptance of Fixed Deposits:

TheCompany hasnotaccepted anyFixedDepositsfromgeneralpublicwithinthe purviewofSection 73,oftheCompanies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, duringtheyearunderreview.

Particulars of Contract or Arrangement with Related Party:

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

During the year under review, the transactions entered into by the Company with related parties as defined under the Act and the Listing Regulations, were in the ordinary course of Business and on arms length basis.

Omnibus approval is obtained for the transactions foreseen and repetitive in nature with related parties. A statement of all such related party transactions is presented before the Audit Committee on periodic and need basis for its review and approval.

Particulars of contracts or arrangements with related parties as required under Section 134(3)(h) of the Act, in the prescribed Form AOC-2 is given in Annexure B of this Report.

Disclosure of transactions with related parties as required under the applicable Accounting Standards have been made in the notes forming part of the financial statements.

Loans, Investment and Guarantees by the Company:

There are loans given, investment made however no guarantee is given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financialstatement.

Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

Disclosures under Section 134(3) (I) of the Companies Act, 2013:

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

Directors:

Mr. Bhavin Shantilal Jain (DIN: 00741604) and Mr. Priyesh Shantilal Jain (DIN: 00741595), who retires by rotation and, being eligible, offers himself for re-appointment. If re-appointment, his term would be in accordance with the policy for directors of the Company.

Particulars Details
Name of the Director Bhavin Shantilal Jain
Date of Birth 23/12/1984
Date of initial appointment 23/06/2014
Expertise in specific functional area Retail & Trading
Qualifications B.com
Other Companies in which Directorship is held as on 5 (Five)
March 31, 2020
Chairman of Committees formed by Board of Other NIL
Companies on which he is a Director as on March 31, 2020
Members of Committees formed by Board of Other NIL
Companies on which he is a Director as on March 31, 2020
Name of the Director Priyesh Shantilal Jain
Date of Birth 08/12/1982
Date of initial appointment 24/02/2014
Expertise in specific functional area Taxation, Finance, Merger, Retail & Trading
Qualifications B.com, CA, DISA, DipIFRS (ACCA, VK)
Other Companies in which Directorship is held as on March 31, 5 (Five)
2020
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2020 NIL
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2020 NIL

Directors Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees. The detailed Remuneration policy is placed on the Companys website.

Key Managerial Personnel

During the year under review Mr. Sunny Gupta was appointed asCompany Secretary and designated as "Key Managerial Personnel" of the Company pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with effect from December 07, 2018.Also, for the period under review Ms. Charmi Sanghvi has resigned as the Company Secretary and designated as "Key Managerial Personnel" of the Company pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with effect from December 07, 2018.

Standalone Financial Statement

The audited Standalone financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Declarations by Independent Director:

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013.

Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, MOKSHESH SHAH., Chartered Accountants, Mumbai, hold office up to the conclusion of the ensuing Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Directors Responsibility Statement:

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

1.In the preparation of the annual accounts for the financial year ended 31st March, 2020 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2.That 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 at the end of the financial year and of the profit and loss of the Company for the year ended 31stMarch, 2020.

3.That the Directors have taken sufficient and proper care for 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 material fraud and other irregularities.

4.That the Directors have prepared the Annual Accounts on a going concern basis. 5.There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

6.There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7.That 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.

8.Based on the framework of internal financial controls and compliance systems established and maintained by 2013 the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2019-20.

Annual Evaluation by the Board of its own performance, its Committees and individual Directors:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Information on the manner in which the annual evaluation has been made by the Board of its own performance and that of its Committee and individual Directors is given below.

Details of the Committees of Directors

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2018-19 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report. The recommendation by the Audit Committee as and when made to Board has been accepted by it.

Risk Management:

During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board. The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

Secretarial Audit Report

A Secretarial Audit Report for the year ended March 31, 2020 in prescribed form duly audited by the Practicing Company Secretary, Brijesh Shah & Co., Mumbai is annexed herewith and forming part of the report.

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report.

Corporate Governance

The report on Corporate Governance as required by, SEBI (LODR), Regulations, 2015 is attached separately in the Annual Report. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2019-20. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report. The Managing Director have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI (LODR), Regulations, 2015.

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. The Company has a Code of Conduct for Directors and Senior Management personnel. The code is available on the official website of the www.nivakafashions.com

Meetings of the Board of Directors

During the year under review, total seven (7) meetings of the Board were held, details of which are given in the Corporate Governance Report that forms part of this Annual Report.

Code of Conduct

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on Companys website.

Maximum Tenure of Independent Directors

The maximum tenure of Independent Directors is in accordance with the Companies Act, 2013 and Regulation 25(2) of the SEBI (LODR) Regulations, 2015.

Formal Letter of Appointment to Independent Directors

The Company issues a formal letter of appointment to Independent Directors in the manner as provided in the Companies Act, 2013. As per Regulation 46(2) of the SEBI (LODR) Regulation, 2015, the terms and conditions of appointment of Independent Directors are placed on the Companys website.

Directors Interest in the Company

Sometime, the Company does enter into contracts with companies in which some of the Directors of the Company are interested as director or member. However, these contracts are in the ordinary course of the Companys business without giving any specific weightage to them. Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are directors or members. Full particulars of contracts entered with companies in which directors are directly or indirectly concerned or interested are entered in the Register of Contracts maintained under Section 189 of the Companies Act, 2013 and the same is placed in every Board Meeting for the noting of the Directors.

Secretarial Standards

During the year under review, the Company has complied with Secretarial Standards on meetings of the Board of

Directors ("SS-1") and on General Meetings ("SS-2") as amended and issued from time to time by the Institute of

Company Secretaries of India in terms of Section 118(10) of the Companies Act, 2013.

Disclosure under the Sexual Harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013

Pursuant to the legislation ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 introduced by the Government of India, the Company has a policy on Prevention of Sexual

Harassment at workplace.

Further, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

The Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

The Company thanks all of the employees for their contribution to the Companys performance. The Company applauds all the employees for their superior levels of competence, dedication and commitment to your Company.

For and on behalf of the Board of Directors of
Nivaka Fashions Limited
Bhavin Shantilal Jain Priyesh Shantilal Jain
Managing Director Director
DIN-00741604 DIN-00741595
Place: Kolkata
Date: 03/12/2020

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

Sr. No Particulars Details
1. CIN L52100WB1983PLC035857
2. Registration Date February 11, 1983
3. Name of the Company Nivaka Fashions Limited
4. Category / Sub-Category of the Company Company limited by Shares Non-govt company
5. Address of the Registered office and contact details AA-47, Salt Lake City Sec: Bengal 1, BL-AA, Kolkata 700064, West
6. Whether listed company Yes
7. Name, Address and Contact details of Registrar and Transfer Agent: ABS Consultant Pvt Ltd
99, Stephen House, 6th Floor, 4, B.B.D Bag (East) Kolkata, West

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company
1 Retail sale of leather goods and travel accessories 52324 3%
2 Wholesale of textiles, household linen, articles of clothing, floor coverings and tapestry 51311 84.00%
3 Retail sale of readymade garments. 52322 13.00%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and Address of the Company CIN/GLN Holding/Subsidiary/Associate % of Shares Held Applicable Section
1 Nil Nil Nil Nil Nil

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category of Shareholders

No. of Shares held at the beginning of the year 31-03-2019

No. of Shares held at the end of the year 31-03-2020

% of Change during the year
Demat Physical Total % of Total Demat Physical Total % of Total
A. Promoters
(1) Indian
(g) Individuals/ HUF 0 0 0 0 0 0 0
Ashwin J Gada 4300 0 4300 0.01 7740 0 7740 0.01 0
Bahvin Jain 5980700 0 5980700 10.48 10765260 0 10765260 10.48 0
Priyesh S Jain 5990000 0 5990000 10.50 10782000 0 10782000 10.50 0
11975000 0 11975000 20.99 21555000 0 21555000 20.99 0
Sub Total (A)(1):- 11975000 0 11975000 20.99 21555000 0 21555000 20.99 0
(2) Foreign
(a) NRI Individuals 0 0 3 0 0.00 0 0 0 0.00 0
(b) Other Individuals 0
(c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0
(d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0
(e) Any Other
Sub Total (A)(2):- 0 0 0 0.00 0 0 0 0.00 0
Total shareholding of (Promoter (A) = (A)(1)+(A)(2) 11975000 0 11975000 20.99 21555000 0 21555000 20.99
B. Public
(1) Institutions
(a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0
(b) Banks FI 0 0 0 0.00 0 0 0 0.00 0
(c) Central Govt 0 0 0 0.00 0 0 0 0.00 0
(d) State Govet(s) 0 0 0 0.00 0 0 0 0.00 0
(e) Venture Capital 0 0 0 0.00 0 0 0 0.00 0
Funds
(f) Insurance 0 0 0 0.00 0 0 0 0.00 0
Companies
(g) FIIs 0 0 0 0.00 0 0 0 0.00 0
(h) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0
Capital Funds
(i)Others (specify)
Sub-total (B)(1):- 0 0 0 0.00 0 0 0 0.00 0
(2) Non-Institutions
(a) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0
(i) Indian 0 0 0 0.00 0 0 0 0.00 0
(ii) Overseas 0 0 0 0.00 0 0 0 0.00 0
(b) Individuals
(i)Individual shareholders holding nominal share capital up to Rs. 2 lakh 980524 1022550 2003074 3.51 1679005 1840644 3519649 3.43 -0.07
(ii)Individual shareholders holding nominal share capital in excess of Rs 2 lakh 36938955 0 36768818 64.45 63855140 0 63855140 62.18 2.27
Others 0 0 0 0 0 0 0 0 0
Bodies Corporate
i) Holding 1% and above : 4718724 0 4718724 8.27 10830906 711900 11542806 11.24 2.97
ii) Holding Less than 1%: 1188884 395500 1584384 2.78 2217105 0 2217105 2.16 -0.62
*N.R.I. (NONREPAT) 0 0 0 0.00 300 0 300 0.00 0
*N.R.I. (REPAT) 0 0 0 0.00 0 0 0 0.00 0
*Foreign Corporate 0 0 0 0.00 0 0 0 0.00 0
Bodies
* Trust 0 0 0 0.00 0 0 0 0.00 0
*HUF
* Employee
*Clearing Members 0 0 0 0.00 0 0 0 0.00 0
*Depository Receipts 0 0 0 0.00 0 0 0 0.00 0
Sub-total (B)(2):- 4,36,56,950 14,18,050 4,50,75,000 79.01 78582456 2552544 81135000 79.01 0
Total Public 4,36,56,950 14,18,050 4,50,75,000 79.01 78582456 2552544 81135000 79.01 0
Shareholding (B) = (B)(1)+(B)(2)
C. TOTSHR held by 0 0 0 0.00 0 0 0 0.00 0
Custodian for GDRs & ADRs
Grand Total (A + B + C) 5,56,31,950 14,28,350 5,70,50,000 100.00 100137456 2552544 102690000 100.00 -

(i) Shareholding of Promoters

SR No. Shareholders Name

Shareholding at the beginning of the year (As on 31st March, 2019)

Share holding at the end of the year (As on 31st March, 2020)

No. of Shares % of total Shares of the company %of Shares Pledged/encum bered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year
1 Priyesh S Jain 59,90,000 NIL 10.50 10782000 NIL 10.50 0.00
2 Bhavin S Jain 59,80,700 NIL 10.48 10765260 NIL 10.48 0.00
3 Ashwin J Gada 4,300 NIL 0.01 7740 NIL 0.01 0.00
Total 1,19,75,00 NIL 20.99 21555000 NIL 20.99 0.00
0

(ii) Change in Promoters Shareholding (please specify, if there is no change)

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. At the beginning of the year Nil Nil Nil Nil
2. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Nil Nil Nil Nil
3. At the End of the year Nil Nil Nil Nil

(iii) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI No.

Shareholding at the beginning of the year

Cumulative Shareholding at the end of the year

No. of Shares % of Total Shares of the company No. of Shares % change in share holding during the year Type
1 Priyesh Jain 5,990,000 10.50 10782000 10.50 Equity
2 Bhavin Jain 5,980,700 10.48 10765260 10.48 Equity
3 Hasti Kiran Chheda 2984347 5.23 5371824 5.23 Equity
4 Astavinayak Traders Pvt. Ltd. 1994035 3.50 3589263 3.50 Equity
5 Priyanka Kumar 1,500,000 2.63 2700000 2.63 Equity
6 Shrish Chhotalal Ghelani 1,500,000 2.63 2700000 2.63 Equity
7 Vipul Chhotalal Ghelani 1,500,000 2.63 2700000 2.63 Equity
8 Radhadevi Rungta 1,500,000 2.63 2700000 2.63 Equity
9 Dipak Chhotalal Ghelani 1,500,000 2.63 2700000 2.63 Equity
10 Sanjay Chhotalal Ghelani 1,500,000 2.63 2700000 2.63 Equity
25,949,082 45.49 56,708,347 45.49

(iv) Shareholding of Directors and Key Managerial Personnel:

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

For Each of the Directors and KMP No. of shares % of total shares of the company No. of shares % of total shares of the Company
At the beginning of the year 11,970,700 20.98 21547260 20.98
Date wise Increase / NIL NIL NIL NIL
Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
At the End of the year 11,970,700 20.98 21547260 20.98

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Excluding Unsecured deposits Deposits Loans Indebtedness Total
Indebtedness at the beginning of the financial year NIL 25,00,000 NIL NIL
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year NIL NIL NIL NIL
Addition
Reduction
Net Change
Indebtedness at the end of the financial year NIL NIL NIL
i) Principal Amount 25,00,000
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:

Sl. No.Particulars of Remuneration Name of MD/WTD/Manager Bhavin Jain (Managing Director) Total Amount
1. Gross salary 12,10,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 12,10,000
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- Others, specify…
5. Others, please specify
Total (A) 12,10,000 12,10,000
Ceiling as per the Act

B. REMUNERATION TO OTHER DIRECTORS:

Sl. No.Particulars of Remuneration Name of Directors Total Amount
1. Independent Directors
Fee for attending board / committee meetings
Commission
Others, please specify
Total (1)
2. Other Non-Executive Directors
Fee for attending board / committee meetings
Commission
Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration NIL NIL
Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary CFO Total
1 Gross salary 2,50,000 1,72,000 40,000 4,62,000
1) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
2) Value of perquisites u/s 17(2) Income-tax Act, 1961
3) Profits in lieu of salary under section 17(3) Income tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- Others, specify…
5 Others, please specify
Total 2,50,000 1,72,000 40,000 4,62,000

D. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
Compounding NIL NIL NIL NIL NIL
For and on behalf of the Board of Directors of Nivaka Fashions Limited
Bhavin Jain Priyesh Jain
Director Director
DIN: 00741604 DIN: 00741595