Dear Members,
Your Directors have pleasure in presenting their report and audited
financial statements for the year ended 31st March 2023.
FINANCIAL RESULTS
(Amt. in Thousand)
| Particulars |
Year ended 31st March
2023 |
Year ended 31st March
2022 |
| Profit/(Loss) before taxation |
(1,710) |
(75) |
| Add/(Less): Provision for taxation/ Tax
Adjustments |
(212) |
(10) |
| Profit/(Loss) after taxation |
(1,498) |
(65) |
| Add: Other Comprehensive Income |
331 |
569 |
| Total Profit/(Loss) for the year |
(1,167) |
504 |
OPERATIONAL PERFORMANCE
The company had incurred a loss of Rs. 11,66,549/- during the year as
compared to profit of Rs. 5,04,103/- in the previous year.
DIVIDEND
In view of losses, Your Directors do not recommend any dividend for the
year under review. TRANSFER TO RESERVES
You Company does not propose to transfer any amount to reserves.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2023 was Rs.
1,24,56,000.
i) Issue of Equity Shares with differential rights, Issue of Sweat
Equity shares and Issue of Employee Stock Options
During the year under review, the Company has not issued any shares
with differential voting rights, Issue of Sweat Equity shares and Issue of Employee Stock
Options- (ESOS).
ii) Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees
The Company has no scheme of provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Investments covered under the provisions of Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,
2014 are given in the notes to the Financial Statements. There are no loans given and no
guarantees issued by the Company.
AUDITORS AND AUDITORS REPORT
a) Statutory Auditors
At the 37th Annual General Meeting of the Company held on 30th
September, 2022, the Members of the Company have approved the re-appointment of M/s Vora
& Associates, Chartered Accountants (ICAI Firm Registration Number 111612W) as the
Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a
term of 5 (five) years from the Companys financial year 2022-23. They will hold
office till the conclusion of the ensuing 42nd Annual General Meeting.
There are no instances of any fraud reported by the statutory auditor
to the Audit Committee or the Board pursuant to Section 143(12) of the Act. The report of
the Statutory Auditors along with the Notes to Schedules forms part of the Annual Report
and contains an Unmodified Opinion without any qualification, reservation or adverse
remark.
b) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s N.L. Bhatia & Associates, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the financial year 2022-23.
Accordingly, the Secretarial Audit Report (Form MR 3) is annexed herewith as
‘Annexure 1 to Boards Report. The Secretarial Audit Report does not
contain any qualifications, reservations or adverse remarks.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Jaidev R. Shroff (DIN: 00191050),
Director of the Company, retires by rotation at the ensuing 38th Annual General
Meeting of the Company, and being eligible, offers himself for re-appointment. An Ordinary
Resolution in this regard has been proposed for approval of the members.
The information of Directors seeking appointment/ re-appointment as
required pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings issued by
the Institute of Company Secretaries of India (ICSI) is provided in the annexure to the
Notice convening the 38th Annual General Meeting of the Company.
All the independent directors of the Company have given requisite
declarations stating that they meet the criteria of Independence laid down under Section
149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board,
there has been no change in the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of their integrity, expertise and
experience (including proficiency in terms of Section 150(1) of the Act
and applicable rules thereunder) of all Independent Directors on the Board. In terms of
Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, Independent Directors of the Company are registered on the Independent
Director Databank maintained by the Indian Institute of Corporate Affairs (IICA).
None of the Directors of the Company has incurred any disqualification.
As the paid-up equity share capital of your Company is not exceeding
twenty-five crore rupees, a statement pursuant to the provisions of Section 134(3)(p) the
Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014, and Regulation
24(4)
(a) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 indicating the manner in which formal annual evaluation has been made by
the Board of its own performance and that of its committees and individual directors, is
not required to be given.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, six Board Meetings were held on 05th
May 2022, 01st August 2022, 08th August 2022, 10th
November 2022, 22nd December 2022 and 2nd February 2023.
COMPOSITION OF AUDIT COMMITTEE
Pursuant to the provisions of section 177 of the Companies Act, 2013,
the Company has constituted an Audit Committee consisting of the following persons:
1. Mr. Prasad Paranjape (Chairman)
2. Mr. Rajnikant D. Shroff (Member)
3. Mrs. Meena D. Ved (Member)
There were no recommendations of the Audit Committee which were not
accepted by the Board.
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of section 178 of the Companies Act, 2013,
the Company has constituted a Nomination and Remuneration Committee consisting of the
following persons:
1. Mrs. Meena D. Ved (Chairman)
2. Mr. Rajnikant D. Shroff (Member)
3. Mr. Prasad Paranjape (Member)
KEY MANAGERIAL PERSONNEL
The Company has the following Key Managerial Personnel as per Section
2(51) of the Act:
1. Mrs. Sandra Rajnikant Shroff - Managing Director
2. Mr. Brubeck Pierre Dias - Chief Financial Officer
3. Ms. Nikitha Nair - Company Secretary and Compliance Officer (upto
5th May, 2022).
4. Ms. Simran Panwar- Company Secretary and Compliance Officer (from
01st August 2022 upto 13th April, 2023).
5. Mrs. Priyanka Jain - Company Secretary and Compliance Officer (from
18th May, 2023).
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed and adopted the policy for selection and appointment of Directors,
Senior management and their remuneration. The policy lays down criteria for selection of
directors and senior management such as expertise, experience and integrity of the
directors, independent nature of the directors, personal and professional standing,
diversity of the Board, etc. At present no Director of the Company receives any
remuneration from the Company.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES
As none of the Directors of your Company receive remuneration from the
Company and the senior management personnel are working for the Company on deputation
basis, the information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended from time to time, in respect of Directors/ employees of your Company are
not given.
The Company has no employee who- (i) if employed throughout the
financial year, was in receipt of remuneration, in aggregate, more than Rs.1.02 crores, or
(ii) if employed for a part of the financial year, was in receipt of remuneration, in
aggregate, more than Rs.8.50 lacs per month. Hence, the information required to be given
pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
as amended from time to time, is not applicable and hence not attached.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large.
Since there were no materially significant Related Party Transactions
entered into during the year, the Form AOC- 2 pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not
attached to this Report.
VIGIL MECHANISM / WHISTLEBLOWER POLICY
The Company has formed whistleblower policy to deal with any fraud,
irregularity or mismanagement in the Company. The policy enables any employee or director
to directly communicate to the Chairman of the Audit Committee to report any fraud,
irregularity or mismanagement in the Company. The policy ensures strict confidentiality
while dealing with concerns and no discrimination or victimization is meted out to any
whistleblower.
MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENT
The Company is engaged in trading activities.
SEGMENTWISE PERFORMANCE
The Company operates in single segment viz. Trading
BUSINESS OUTLOOK
The Company continues to look at new opportunities of trading in India
and abroad. FINANCIAL RATIOS
The financial ratios including the changes therein have been provided
in the notes to Financial Statements.
HUMAN RESOURCES DEVELOPMENT
The relationship with employees continued to be cordial throughout the
year.
RISK MANAGEMENT FRAMEWORK
Pursuant to SEBI Listing Regulations, the Company has prepared Risk
Management Framework for identifying and evaluating various major business risks faced by
the Company. Risk Management Framework aims to lay down the procedure for risk assessment
and risk minimization. Risk Management Framework is prepared to ensure internal controls
and effectively respond to any changes in the business environment to achieve high degree
of business performance, limit any negative impact on its working and avail of benefits
arising out of any business opportunities. The audit committee has additional oversight in
the area of financial risks and controls.
There are standard practices in place to ensure that strong financial
controls are in place. Key business risks perceived by the Company and mitigating
initiatives are as under:
- Funding risk: As there are no much activities in the Company, the
Company may not be able to mobilize adequate funds, if any, in time. The mitigating
factors are that the Company has good investment in the quoted shares, etc., so raising
additional funds, if any, will not be difficult for the Company.
- Regulatory risk: Any change in Government / Regulators Policy /
Rules / Regulations will require fresh compliances. The mitigating factors are that the
group has very strong and dedicated team consisting of professionals to study regulatory
changes and fresh requirement.
- Foreign Currency risk: The Company is engaged in trading
activities, which may lead to risk of less profit/loss on account of volatility in foreign
currency exchange. The mitigating factors are that the management ensures in trading
transactions in such a way that there are minimal risks of volatility in foreign currency
exchange or the Company may take adequate forward cover for foreign exchange fluctuations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size,
scale and complexity of its operation. The Group has an in-house internal audit team which
undertakes internal audit and ensures that all transactions are authorized and recorded in
the books of the Company. The internal audit department monitors the efficacy and adequacy
of internal control. Significant audit observations, if any, are presented to the Audit
Committee and action taken to correct any deficiency is informed to them. The report
prepared by internal audit team forms the basis of utilization by the Managing Director
and Chief Financial Officer for financial reporting as required under Regulation 17 of
SEBI (Listing Obligations And Disclosure Requirements) Regulations,2015.
Internal Controls over Financial Reporting:
The Company has adequate internal financial controls in place,
commensurate with the size, scale and complexity of its operations.
The Company is complying with all the applicable Accounting Standards.
The accounting records are maintained in accordance with generally accepted accounting
principles in India. This ensures that the financial statements reflect true and fair
financial position of the Company.
REPORTING OF FRAUD
The auditors of the Company have not reported any fraud as specified
under section 143(12) of the Companies Act, 2013.
DEPOSITORY SYSTEM
100% of the total paid up equity shares of the Company are
dematerialized as on 31st March, 2023.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under section 134(3)(m)
of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules,
2014, for the year ended 31st March 2023 is furnished here below.
I. CONSERVATION OF ENERGY - Not Applicable
II. TECHNOLOGY ABSORPTION - Not Applicable
III. FOREIGN EXCHANGE EARNING AND OUTGO
| (a) Foreign Exchange earned - |
Nil |
| (b) Foreign Exchange outgo - |
Nil |
DIRECTORS RESPONSIBILITY CORPORATE GOVERNANCE
As the paid-up equity share capital and net worth of your Company does
not exceed Rs. 10 crores and Rs. 25 crores respectively, as on the last date of the
previous financial year, the compliance with certain Regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not mandatory, for the time
being, hence the same is not attached to this Report.
LISTING OF THE COMPANYS EQUITY SHARES AND DEMAT
The Equity Shares of your Company continue to be listed at the BSE Ltd.
The Stock Code is 512245. There is no default in payment of annual listing fees.
EXTRACT OF ANNUAL RETURN
A copy of the Annual return filed by the Company shall be displayed on
the website of your Company at https://www.nivionline.com/niviear.html
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
During the year under review from 1st April 2022 to 31st
March 2023, there were no material changes or commitments affecting the financial position
of the Company.
COMPLIANCE AS PER SECRETARIAL STANDARDS
The Company has made necessary compliances as per the Secretarial
Standards issued the Institute of Company Secretaries of India.
GENERAL
No disclosure or reporting is required in respect of the following
points as there were no transactions on these items or were not applicable to your Company
during the year under review.
a) The Company has no subsidiary as on 31st March 2023;
b) The Company has not accepted any deposits from public.
c) Details about the policy developed and implemented by the Company on
corporate social responsibility initiatives taken during the year.
d) Disclosure as per Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
e) There is no application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.
f) There was no instance of one-time settlement with any Bank or
Financial Institution.
g) The Company is not required to maintain cost records under Section
148 of Companies Act, 2013 read with the rules made thereunder.
ACKNOWLEDGEMENT
Your Directors are thankful to all the stakeholders, various government
agencies and ministries for their continued support.
| Date: 18h May 2023 |
By Order of the Board of
Directors |
| Place: Mumbai |
For NIVI TRADING LIMITED |
+91-9892691696
