Nivi Trading Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 39^th report and audited financial statements for the year ended 31^st March 2024.

FINANCIAL RESULTS

(Amt. in lakhs)

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Profit/(Loss) before taxation	0.52	(17.10)
Add/(Less): Provision for taxation/ Tax Adjustments	1.45	(2.12)
Profit/(Loss) after taxation	(0.94)	(14.98)
Add: Other Comprehensive Income	18.92	3.31
Total Profit/(Loss) for the year	17.98	(11.67)

OPERATIONAL PERFORMANCE

The company has achieved a profit of Rs. 17,98,274/- during the year as compared to a loss of Rs. 11,66,549/- in the previous year.

DIVIDEND

In order to utilize the funds available for business operations, 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, 2024 was Rs. 1,24,56,000/- comprising of 1245600 equity shares of face value of Rs. 10/- each. During the year under review, no equity shares were issued or allotted.

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 37^th Annual General Meeting of the Company held on 30^th September, 2022, the Members of the Company had 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 to hold office till the conclusion of the ensuing 42^nd Annual General Meeting.

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, observation, 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 2023-24. 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, observation or adverse remarks.

The Board has re-appointed M/s. N.L Bhatia & Associates to conduct the secretarial audit for FY2025. They have confirmed their eligibility for appointment.

During the year there were no instances of any fraud reported by the aforesaid auditors to the Audit Committee or the Board pursuant to Section 143(12) of the Companies Act, 2013.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sandra R. Shroff (DIN: 00189012), Director, designated as Managing Director of the Company, retires by rotation at the ensuing 39^th Annual General Meeting of the Company, and being eligible, offers herself 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 39^th Annual General Meeting of the Company.

All the independent directors of the Company as on March 31, 2024, 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 and have complied with the Code of Conduct for Independent Directors as prescribed under Schedule IV of the Companies Act, 2013. 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 Rupees twenty- five crore, 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, five Board Meetings were held on 13^th April, 2023, 18^th May 2023, 10^th August 2023, 09^th November 2023, 09^th February 2024.

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:

• Mrs. Sandra Rajnikant Shroff - Managing Director

• Mr. Brubeck Pierre Dias - Chief Financial Officer

• Ms. Simran Panwar- Company Secretary and Compliance Officer (upto 13^th April 2023).

• 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 a policy for selection and appointment of Directors, Key Managerial Peronnel, Senior management and their remuneration. The policy lays down criteria for selection, appointment and removal of directors, key managerial personnel 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

All related party transactions ("RPT") entered into during the year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

Prior omnibus approval of the Audit Committee is obtained for related party transactions which are repetitive in nature. Audit Committee reviews all related party transactions in detail as required under applicable law and regulations on a quarterly basis.

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 Obligation and Disclosure Requirement), 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:

a) Funding risk: As the Company is only involved in trading activities, it 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.

b) Regulatory risk: Any change in Government / Regulators Policy / Rules / Regulations will require fresh compliances. The mitigating factors are that the group to which the Company belongs has very strong and dedicated team consisting of professionals to study regulatory changes and fresh requirement.

c) 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.

DEPOSITORY SYSTEM

The total paid up equity shares of the Company are dematerialized as on 31^st March, 2024.

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 31^st March 2024 are furnished here below.

• CONSERVATION OF ENERGY - Not Applicable

• TECHNOLOGY ABSORPTION - Not Applicable

• FOREIGN EXCHANGE EARNING AND OUTGO

• Foreign Exchange earned	- Nil
• Foreign Exchange outgo	- Nil

DIRECTORS RESPONSIBILITY

To the best of their knowledge and belief and according to the information and explanations obtained by the directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

1) That in the preparation of the annual financial statements for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2) That such accounting policies as mentioned in Note 1(B) of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2024 and of the profit of the Company for the year ended on that date.

3) That proper and enough care has been taken 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 fraud and other irregularities.

4) That the annual financial statements have been prepared on a going concern basis.

5) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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

Pursuant to Section 92(3) of the Companies Act, 2013 a copy of the draft Annual Return as on March 31,2024 has been placed on the website of your Company and the weblink of such Annual Return is 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 1^st April 2023 to 31^st March 2024, 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 bthe 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 31^st March 2024;

b) During the period under review, the Company did not accept any deposit within the meaning of Chapter V of the Companies Act, 20

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 2023-24.

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.

h) There was no change in the nature of business of the Company as stipulated under sub-rule 5(ii) of Rule 8 of the Companies (Accounts) Rules, 2016.

ACKNOWLEDGEMENT

Your Directors are thankful to all the stakeholders, various government agencies and ministries for their continued support.