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Nivaka Fashions Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
Your directors have pleasure in presenting the 42nd Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2025.
The financial performance of the Company for the year ended March 31, 2025 is summarized below: -
|
Particulars |
31st March 2025 (Amount in Lakhs) |
31st March 2024 (Amount in Lakhs) |
|
Revenue from Operations |
146.51 |
160.00 |
|
Other Income |
37.34 |
66.07 |
|
Total Revenue |
183.85 |
226.07 |
|
Total Expenses |
233.22 |
252.93 |
|
Profit before tax |
(49.37) |
.(26.86) |
|
Profit after tax |
(50.37) |
(25.63) |
BUSINESS PERFORMANCE AND SEGMENT REPORTING:
During the financial year ended 31st March 2025, the Company has recorded total revenue of Rs. 183.85 Lakhs and incurred net Profit of Rs. (50.37) lakhs.
Your Company continues carrying on trading activities in textiles products, which is major source of segment in the Company.
OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year under review, your Company has recorded total revenue of Rs. 183.85 Lakhs against Rs. 226.07 Lakhs in the previous year. Profit before Taxation for the financial year ended 31st March, 2025 was Rs. (50.37) Lakhs as compared to a Profit of Rs (25.63) Lakhs in the previous year. Profit after Tax is Rs. (50.37) Lakhs as compared to Rs. (25.63) Lakhs in the previous year.
INDUSTRY AND BUSINESS OVERVIEW:
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) of the SEBI (LODR) Regulations, 2015, on the operations of the Company as prescribed under Schedule V, is presented in a separate section forming part of the Annual Report Annexed as âAnnexure - Iâ.
SHARE CAPITAL:EQUITY SHARE CAPITAL:
The authorized Share Capital of the Company as on the date of Balance sheet is Rs. 11,00,00,000/- divided into 11,00,00,000equity shares of Rs. 1/- each.
The Paid-up share Capital of the Company as on the date of Balance Sheet is Rs.10,26,90,000/- divided into 10,26,90,000 equity shares of Rs. 1/- each.
During the financial year 2024-25, there was no change in the Share Capital of the Company. The Company has neither issued any shares nor has granted neither any stock Options nor any Sweat Equity Shares during the year.
The Company is listed on BSE and MSEI. The Company is currently suspended from CSE and is in process of revocation of suspension.
The Board of Directors of your Company have not transferred any amount to the reserves for the financial year under review.
Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.
The Company recognizes that human resources are pivotal to its sustained growth and success. During the year, initiatives were taken to strengthen internal capabilities through structured training, team-building activities, and the adoption of best HR practices. A culture of performance and accountability continues to be fostered across all levels. The Company remains committed to attracting, retaining, and developing talent to support its evolving business needs. The Company follows the provisions relating to the Maternity Benefits Act, 1961.
The Company is into single reportable segment only.
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 Company''s Board of Directors and the Company''s 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
Keeping in view the overall performance and future outlook of the Company, the Board of Directors has not recommended any dividend for the year, as the Company requires funds for its ongoing projects and growth initiatives.
JOINT VENTURES/ASSOCIATE/SUBSIDIARY COMPANIES:
The Company does not have any Joint Ventures/Associate/Subsidiary Companies. ACCEPTANCE OF FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from general public within the purview of Section 73, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during the year under review.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 the Annual Return as on March 31, 2025 is available on the Companyâs website and accessible through web link at https: / /www. nivakafashions.in/investors
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:
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 armâs length basis. 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 II 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. The policy on Related Party Transactions as approved by the Board is available on the Companyâs website.
LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY:
Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013, wherever applicable will form part of the Notes to the Financial Statements.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There is no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Auditor continuously monitors the efficiency of the internal controls/ compliance with the objective of providing to Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisationâs risk management, control and governance processes. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.
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.
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
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 is no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.
Appointment and Resignation of Directors and Key Managerial Person:
Pursuant to Section 152 of the Companies Act, 2013 (âthe Actâ), Mr. Priyesh Shantilal Jain (DIN: 00741595) is liable to retire by rotation and being eligible, has offered himself for re-appointment.
Mr. Avinash Jha resigned from the position of Company Secretary and Compliance Officer of Company with effect from July 31, 2024
Pursuant to Section 203 of the Act, Ms. Monika Jain1 was appointed as Company Secretary and Compliance Officer of Company with effect from January 02, 2025
Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.
*(Monika Jain resigned from the position of Company Secretary and Compliance Officer on 25th July % 2025 and the Company appointed Ms. Sanjana Gupta as Company Secretary and Compliance Officer of the Company with effect from July 25, 2025)
|
The following are the List of Directors and KMP of the Company during the year: |
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|
SR NO |
CATEGORY/ DESIGNATION |
NAME OF THE DIRECTOR |
|||
|
I) PROMOTER AND EXECUTIVE DIRECTOR |
|||||
|
1 |
Chairman and Managing Director |
Mr. Bhavin Shantilal Jain |
|||
|
2 |
Executive Director |
Mr. Mitesh Ajit Thakkar |
|||
|
II) PROMOTER AND NON-EXECUTIVE DIREC'' |
OR |
||||
|
1 |
Non-Executive Director |
Mr. Priyesh Shantilal Jain |
|||
|
III) INDEPENDENT DIRECTOR /£ ^ |
|||||
|
1 |
Independent Director |
Mrs. Gayathri Muttur Nagaraj |
|||
|
2 |
Independent Director |
Mr. Dinesh Jamnadas Shah |
|||
|
3 |
Independent Director |
Mr. Suman Kumar Verma |
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The Composition of Key Managerial Personnel as on 31st March, 2025 is as below: |
|||||
|
SR NO |
DESIGNATION |
NAME OF KMP |
|||
|
1 |
Company Secretary and Compliance Officer |
Mr. Monika Jain # |
|||
|
2 |
Chief Financial Officer |
Mr. Mitesh Thakkar |
|||
|
3 |
Managing Director |
Mr. Bhavin Shantilal Jain |
|||
# Monika Jain resigned from the position of Company Secretary and Compliance Officer on 25th July 2025 and the Company appointed Ms. Sanjana Gupta as Company Secretary and Compliance Officer of the Company with effect from July 25, 2025
The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.
MEETINGS OF THE BOARD OF DIRECTORS:
During FY 2024-25, Seven meetings of the Board of Directors were held on the following dates: 1
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 details of this policy are given in the Corporate Governance Report which forms part of this Report.
The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is presented in a separate section forming part of this Annual Report as ANNEXURE III.
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.
A separate meeting of the independent directors (âAnnual ID Meetingâ) was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairperson. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the Board covering performance of the Board as a whole, performance of the NonIndependent Directors and performance of the Board Chairman.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under Section 149(7) of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS:
During the financial year 2024-25, all the Independent Directors of the Company have given necessary declarations regarding their Independence to the Board as stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) and 25(8) of the SEBI Listing Regulations.
In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise and experience (including the proficiency) of an Independent Director and are independent of the management.
Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - IV. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance
⢠Statutory Auditors:
ADV & Associates., Chartered Accountants, Mumbai, having FRN: 128045W, Auditors of the Company have submitted their Independent Auditors Report on the
Financial Statements of the Company for the year ended 31st March, 2025 and they have given an unmodified opinion(s) report on the Financial Statements for the year under review. The Auditors have confirmed that they comply with all the requirements and criteria and are qualified to continue to act as Auditors of the Company. No frauds have been reported by the Auditors under Section 143(12) of the Act.
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 re-appointed M/S Jaymin Modi & Co, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as âAnnexure Vâ.
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.
DIRECTORSâ 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 2025 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 31st March 2025.
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 which 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.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its all Committees.
a. Independent Directors:
The performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company.
b. Non-Independent Directors:
The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting held on 25th March 2025 where all independent Directors were present. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.
DETAILS OF THE COMMITTEES OF DIRECTORS
Details of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship / Grievance Committee of Directors 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.
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 trade off. 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.
CORPORATE SOCIAL RESPONSIBILITY:
During the period under review Corporate Social Responsibility in accordance with the provisions of section 135 of the Companies Act, 2013 wasnât applicable to the Company.
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 Companyâs website.
DIRECTORSâ 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 Companyâs 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.
During the year under review, the Company has complied with Secretarial Standards on meetings of the Board of Directors (âSS-1â) and on General Meetings (âSS-2â) 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 AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary & trainees) are covered under the policy.
The following is a summary of sexual harassment complaints and disposed of during the year 2024-25
a) No. of complaints received: NIL
b) No. of complaints disposed: NIL
c) No. of complaints pending for more than 90 days: NIL
Further the Company has also set up an Internal Complaint Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The members of the committee are the female employees of the Company and they directly report to the management of the Company.
During the financial year 2024-25, the Committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards sexual harassment received by the Committee during the year.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the year.
MATERIAL CHANGES AND 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 AND THE DATE OF THE REPORT:
There are no Material changes and commitments affecting financial position between end of the financial year and the date of the report is given as hereunder.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM:
To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has formulated Vigil Mechanism Policy. This policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviour or practices) that affect Companyâs interest/image.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Additional information required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Report is reproduced herewith:
i) The steps taken or impact on conservation of energy: NIL
ii) The steps taken by the company for utilizing alternate sources of energy: NIL
iii) The capital investment on energy conservation equipments: NIL
i) The efforts made towards technology absorption: NIL
ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
> Better economy, reduction in emission & clean operation
> Optimum efficiency
iii) In case of imported technology (imported during the last year reckoned from the beginning of the financial year): Nil
> The details of technology imported: NIL
> The year of import: NIL
> Whether the technology fully absorbed: NIL
> If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and: NIL
iv) The expenditure incurred on Research and Development: NIL (b) Foreign Exchange earnings and outgo:
i) Total foreign exchange inflow: 17,02,828.66
ii) Total foreign exchange outflow: 0
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS:
There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
Not applicable as the Company has not made or received any application under the IBC during the financial year.
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
The Company has not entered into any one-time settlement and thus, this clause is not applicable.
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 âForward Looking Statementsâ. 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.
As a responsible corporate citizen, the Company supports the âGreen Initiativeâ undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at
their e-mail address registered with the Depository Participants (âDPsâ) and RTAs. To support the âGreen Initiativeâ, Members who have not registered their email addresses are requested to register the same with the Companyâs Registrar and Share Transfer Agent (âRTAsâ)/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circular No. 10/2022 dated 28 December 2022 and SEBI Circular dated 05 January 2023, the Annual Report of the Company for the financial year ended 31 March 2025 including therein the Audited Financial Statements for the financial year 2024-25, are being sent only by email to the Members.
Your directors place on records their appreciation for the contribution made by the employees at all levels enabling the Company to achieve the performance during the year under review.
Your directors wish to place on record their sincere appreciation for the continued support and cooperation extended to the Company by its bankers, customers, vendors, suppliers, dealers, investors, business associates, all the stakeholders, shareholders, various departments of the State and the Central Government and Investors who have put their faith in the Company
29th May, 2024
⢠14th August, 2024
⢠06th September, 2024
⢠14th November, 2024
Mar 31, 2024
Your directors have pleasure in presenting the 41st Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2024.
FINANCIAL RESULTS:
The financial performance of your Company for the year ended March 31, 2024 is summarized below: -
|
Particulars |
31stMarch 2024 (Amount in Lakhs) |
31stMarch 2023 (Amount in Lakhs) |
|
Revenue from Operations |
160.00 |
412.16 |
|
Other Income |
66.07 |
53.51 |
|
Total Revenue |
226.07 |
465.67 |
|
Total Expenses |
252.93 |
455.99 |
|
Profit before tax |
(26.86) |
9.68 |
|
Profit after tax |
(25.63) |
2.27 |
BUSINESS PERFORMANCE AND SEGMENT REPORTING:
During the financial year ended 31st March 2024, the Company has recorded total revenue of Rs.226.07Lakhs and incurred net loss of Rs.25.63lakhs.
Your Company continues carrying on trading activities in textiles products, which is major source of segment in the Company.
OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year under review, your Company has recorded total revenue of Rs.226.07 Lakhs against Rs. 465.67 Lakhs in the previous year. Profit before Taxation for the financial year ended 31st March, 2024 was Rs. (26.86) Lakhs as compared to a Profit of Rs9.68Lakhs in the previous year. Profit after Tax is Rs. (25.63)Lakhs as compared to Rs. 2.27Lakhs in the previous year.
INDUSTRY AND BUSINESS OVERVIEW:
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) of the SEBI (LODR) Regulations, 2015, on the operations of the Company as prescribed under Schedule V, is presented in a separate section forming part of the Annual Report Annexed as âAnnexure - 1â.
SHARE CAPITAL:
Equity Share Capital:
The authorized Share Capital of the Company as on the date of Balance sheet is Rs. 11,00,00,000/- divided into 11,00,00,000equity shares of Rs. 1/- each.
The Paid-up share Capital of the Company as on the date of Balance Sheet is Rs.10,26,90,000/- divided into 10,26,90,000 equity shares of Rs. 1/- each.
During the financial year 2023-24, there was no change in the Share Capital of the Company. The Company has neither issued any shares nor has granted neither any stock Options nor any Sweat Equity Shares during the year.
TRANSFER TO RESERVES:
The Board of Directors of your Company have not transferred any amount to the reserves for the financial year under review.
BSE LISTING
The Company is listed on Bombay Stock Exchange (BSE) with effect from 21st December, 2018.
ADEQUACY OF INTERNAL CONTROL:
Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.
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.
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 Company''s Board of Directors and the Company''s 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
DIVIDEND:
Keeping in mind the overall performance and outlook for your Company, your Board of Directors are notdeclared any dividend as the company require funds for its ongoing project.
JOINT VENTURES/ASSOCIATE/SUBSIDIARY COMPANIES:
The Company does not have any Joint Ventures/Associate/Subsidiary Companies.
ACCEPTANCE OF FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from general public within the purview of Section 73, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during the year under review.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 the Annual Return as onMarch 31, 2024 is available on the Companyâs website and accessible through web link at http://ninecolours.com/
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:
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 armâs length basis. 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 IIof 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. The policy on Related Party Transactions as approved by the Board is available on the Companyâs website.
LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY:
Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013, wherever applicable will form part of the Notes to the Financial Statements.
INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Auditor continuously monitors the efficiency of the internal controls/ compliance with the objective of providing to Audit Committee and the Board of Directors, an independent, objective and reasonable assurance of the adequacy and effectiveness of the organisationâs risk management, control and governance processes. This system of internal control facilitates effective compliance of Section 138 of the Act and the Listing Regulations.
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.
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 is no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.
Appointment and Resignation of Directors and Key Managerial Person:
Pursuant to Section 152 of the Companies Act, 2013 (âthe Actâ), Mr. Priyesh Shantilal Jain (DIN: 00741595) is liable to retire by rotation and being eligible, has offered himself for re-appointment.
Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.
The following are the List of Directors and KMP of the Company during the year:
|
SR NO |
CATEGORY/ DESIGNATION |
NAME OF THE DIRECTOR |
|
I) PROMOTER AND EXECUTIVE DIRECTOR |
||
|
1 |
Chairman and Managing Director |
Mr. Bhavin Shantilal Jain |
|
2 |
Executive Director |
Mr. Mitesh Ajit Thakkar |
|
II) PROMOTER AND NON-EXECUTIVE DIRECTOR |
||
|
1 |
Non-Executive Director |
Mr. Priyesh Shantilal Jain |
|
III) INDEPENDENT DIRECTOR |
||
|
1 |
Independent Director |
Mrs. Gayathri Muttur Nagaraj |
|
2 |
Independent Director |
Mr. Dinesh Jamnadas Shah |
|
3 |
Independent Director* |
Mr. VithalAshokrao Mahajan |
|
4 |
Independent Director** |
Mr. Suman Kumar Verma |
*Mr. VithalAshokrao Mahajan has resigned as Independent Director w. e.J7th September2023 **Mr. Suman Kumar Verma has appointed as Independent Directorw. e.f7thSeptember, 2023
The Composition of Key Managerial Personnel as on 31st March, 2024 is as below:
|
SR NO |
DESIGNATION |
NAME OF KMP |
|
1 |
Company Secretary and Compliance Officer |
Mr. AvinashManganuJha # |
|
2 |
Chief Financial Officer |
Mr. Mitesh Thakkar |
|
3 |
Managing Director |
Mr.BhavinShantilal Jain |
# Mr. Ashish Kumar Vijay resigned as Company Secretary and Compliance Officer on July 7, 2023. Mr. Avinash Jha was appointed on July 13, 2023, and resigned on July 31, 2024.
The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.
MEETINGS OF THE BOARD OF DIRECTORS:
During FY 2023-24, Six meetings of the Board of Directors were held on the following dates:
⢠30th May, 2023
⢠13thJuly, 2023
⢠10th August, 2023
⢠07th September, 2023
⢠06th November,2023
⢠10th February, 2024
|
Name of Director |
DIN |
Board Meetings |
|||||
|
30.05.2023 13.07.2023 |
10.08.2023 07.09.2023 |
06.11.2023 10.02.2024 |
|||||
|
Mr. Bhavin Shantilal Jain |
00741604 |
P |
P |
P |
P |
P |
P |
|
Mr. Priyesh Shantilal Jain |
00741595 |
P |
P |
P |
P |
P |
P |
|
Mrs. Gayathri Muttur Nagaraj |
06742638 |
P |
P |
P |
A |
P |
P |
|
Mr. Dinesh Jamnadas Shah |
02377709 |
P |
P |
P |
P |
A |
A |
|
Mr. Mitesh Ajit Thakkar |
06994888 |
P |
P |
P |
P |
P |
P |
|
Mr. Vithal Ashokrao Mahajan1 |
07358366 |
A |
A |
A |
NA |
NA |
NA |
|
Mr. Suman Kumar Verma** |
07385067 |
NA |
NA |
NA |
P |
P |
P |
P = Present A= Absent, NA= Not Applicable Note:
*Mr. VithalAshokrao Mahajan has resigned as Independent Director w. e.flth September, 2023 **Mr. Suman Kumar Verma has appointed as Independent Directorw. e.f7thSeptember, 2023
The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, notifications, orders and amendments thereof.
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 details of this policy are given in the Corporate Governance Report which forms part of this Report.
PARTICULARS OF EMPLOYEES:
The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is presented in a separate section forming part of this Annual Report as ANNEXURE III.
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.
INDEPENDENT DIRECTORS:
A separate meeting of the independent directors (âAnnual ID Meetingâ) was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairperson. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the Board covering performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Board Chairman.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under Section 149(7) of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS:
During the financial year 2023-24, all the Independent Directors of the Company have given necessary declarations regarding their Independence to the Board as stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) and 25(8) of the SEBI Listing Regulations.
In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise and experience (including the proficiency) of an Independent Director and are independent of the management.
CORPORATE GOVERNANCE:
Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - IV. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance
AUDITORS:
⢠Statutory Auditors:
ADV & Associates., Chartered Accountants, Mumbai, having FRN: 128045W, Auditors of the Company have submitted their Independent Auditors Report on the Financial Statements of the Company for the year ended 31st March, 2024 and they have given an unmodified opinion(s) report on the Financial Statements for the year under review. The Auditors have confirmed that they comply with all the requirements and criteria and are qualified to continue to act as Auditors of the Company. No frauds have been reported by the Auditors under Section 143(12) of the Act. 1
Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as âAnnexure Vâ.
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, 2024 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 31 st March, 2024.
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 which 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.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its all Committees.
a. Independent Directors:
The performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company.
b. Non-Independent Directors:
The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.
DETAILS OF THE COMMITTEES OF DIRECTORS
Details of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors 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 trade off. 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.
CORPORATE SOCIAL RESPONSIBILITY:
During the period under review Corporate Social Responsibility in accordance with the provisions of section 135 of the Companies Act, 2013 wasnât applicable to the Company.
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 Companyâs website.
DIRECTORSâ 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 Companyâs 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 (âSS-1â) and on General Meetings (âSS-2â) 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 AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Internal Complaints
Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary & trainees) are covered under the policy.
The following is a summary of sexual harassment complaints and disposed of during the year 2023-24
a) No. of complaints received: NIL
b) No. of complaints disposed NIL
Further the Company has also set up an Internal Complaint Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The members of the committee are the female employees of the Company and they directly report to the management of the Company.
During the financial year 2023-24, the Committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards sexual harassment received by the Committee during the year.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the year.
MATERIAL CHANGES AND 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 AND THE DATE OF THE REPORT:
There are no Material changes and commitments affecting financial position between end of the financial year and the date of the report is given as hereunder.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM:
To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has formulated Vigil Mechanism Policy. This policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviour or practices) that affect Companyâs interest/image.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Additional information required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Report is reproduced herewith:
(A) CONSERVATION OF ENERGY
i) The steps taken or impact on conservation of energy: NIL
ii) The steps taken by the company for utilizing alternate sources of energy: NIL
iii) The capital investment on energy conservation equipments: NIL
(B) TECHNOLOGY ABSORPTION
i) The efforts made towards technology absorption: NIL
ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
> Better economy, reduction in emission & clean operation
> Optimum efficiency
iii) In case of imported technology (imported during the last year reckoned from the beginning of the financial year): NIL
> The details of technology imported: NIL
> The year of import: NIL
> Whether the technology fully absorbed: NIL
> If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and: NIL
iv) The expenditure incurred on Research and Development: NIL
(b) Foreign Exchange earnings and outgo:
i) Total foreign exchange inflow: NIL
ii) Total foreign exchange outflow: NIL
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS:
There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
Not applicable as the Company has not made or received any application under the IBC during the financial year.
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
The Company has not entered into any one-time settlement and thus, this clause is not applicable.
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 âForward Looking Statementsâ. 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.
GREEN INITIATIVE
As a responsible corporate citizen, the Company supports the âGreen Initiativeâ undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants (âDPsâ) and RTAs. To support the âGreen Initiativeâ, Members who have not registered their email addresses are requested to register the same with the Companyâs Registrar and Share Transfer Agent (âRTAsâ)/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circular No. 10/2022 dated 28 December 2022 and SEBI Circular dated 05 January 2023, the Annual Report of the Company for the financial year ended 31 March 2024 including
therein the Audited Financial Statements for the financial year 2023-24, are being sent only by email to the Members.
ACKNOWLEDGEMENT:
Your directors place on records their appreciation for the contribution made by the employees at all levels enabling the Company to achieve the performance during the year under review.
Your directors wish to place on record their sincere appreciation for the continued support and cooperation extended to the Company by its bankers, customers, vendors, suppliers, dealers, investors, business associates, all the stakeholders, shareholders, various departments of the State and the Central Government and Investors who have put their faith in the Company
Registered Office:
NIVAKA FASHIONS LIMITED AA-47, Salt Lake City Sec: 1,
BL-AA Kolkata - 700064
By order of the Board For Nivaka Fashions Limited
_Sd/-_ _Sd/-_
Bhavin Shantilal Jain Priyesh Shantilal Jain
Managing Director Director
DIN- 00741604 DIN-00741595
Place: Kolkata Date: 06.09.2024
Secretarial Auditor:
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 re-appointed M/S Jaymin Modi & Co,
Mar 31, 2019
To, The Members,
The Directors have pleasure in presenting the 36th Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2019.
FINANCIAL RESULTS:
The financial performance of your Company for the year ended March 31, 2019 is summarized below:-
|
Particulars |
2018-19 |
2017-18 |
|
Total Income |
3623.80 |
3609.23 |
|
Total Expenses |
3448.69 |
3353.90 |
|
Profit/(Loss) before Tax |
243.37 |
313.12 |
|
Less: Tax expense |
60.88 |
78.28 |
|
Profit/ (Loss) after tax |
182.49 |
234.84 |
Business Performance and Segment Reporting
The Company is carrying on trading activities in textiles & luggage products. The turnover of the Company was Rs. 3623.80 Lacs during the year. The Company has made a profit of Rs. 182.49 Lacs during the year. The company is engaged only in trading business activities during 2018-19, 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.
BSE Listing
The Company is listed on Bombay Stock Exchange (BSE) with effect from 21st December, 2018.
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 Companyâs Board of Directors and the Companyâs 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 http://www.btsync.in/codes.html
- Policies for determining materiality of information or events is available on the website of the Company at the link http://www.btsync.in/codes.html
- Policy for materiality of related party transactions is available on the website of the Company at the link http://www.btsync.in/codes.html
- Policy for determining of Material Litigation is available on the website of the Company at the link http://www.btsync.in/codes.html
- Policy for determining of Outstanding dues to creditors is available on the website of the Company at the link http://www.btsync.in/codes.html
- Policy for preservation of documents is available on the website of the Company at the link http://www.btsync.in/codes.html
- Policy on prevention of Sexual Harassment at workplace is available on the website of the Company at the link http://www.btsync.in/codes.html
- Whistle Blower policy for Directors and employees of the Company is available on the website of the Company at the link http://www.btsync.in/codes.html
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 âForward Looking Statementsâ. 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:
The Company does not have any subsidiary Company.
Share Capital:
The Company has not changed its capital structure during 2018-19.
Reserves:
Rs 461.2 lacs have been transferred to the Profit & Loss account.
Acceptance of Fixed Deposits:
The Company has not accepted any Fixed Deposits from general public within the purview of Section 73, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during the year under review.
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 armâs 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 financial statement.
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 Companyâs 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 March 31, 2019 |
5 (Five) |
|
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2019 |
NIL |
|
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2019 |
NIL |
|
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, UK) |
|
Other Companies in which Directorship is held as on March 31, 2019 |
5 (Five) |
|
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2019 |
NIL |
|
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2019 |
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 Companyâs website.
Key Managerial Personnel
During the year under review Mr. Sunny Gupta was appointed as Company Secretary and designated as âKey Managerial Personnelâ 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 âKey Managerial Personnelâ 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, Viral Jain & Co., 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, 2019 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 31st March, 2019.
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 Companyâs internal financial controls were adequate and effective during FY 2018-19.
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, 2019 in prescribed form duly audited by the Practicing Company Secretary, Jaymin Modi & 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 2018-19. 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.btsync.in
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 Companyâs 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 Companyâs website.
Directorsâ 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 Companyâs 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 (âSS-1â) and on General Meetings (âSS-2â) 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 âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â 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 Companyâs 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
B. T. Syndicate Limited
Bhavin Shantilal Jain Priyesh Shantilal Jain
Managing Director Director
DIN-00741604 DIN-00741595
Place: Kolkata
Date: 21/05/2019
Mar 31, 2018
To,
The Members,
The Directors have pleasure in presenting the 35th Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2018.
FINANCIAL RESULTS:
The financial performance of your Company for the year ended March 31, 2018 is summarized below:-
|
Particulars |
2017-18 |
2016-17 |
|
Total Income |
3609.23 |
1481.36 |
|
Total Expenses |
3353.90 |
1492.81 |
|
Profit/(Loss) before Tax |
313.12 |
23.54 |
|
Less: Tax expense |
78.28 |
5.51 |
|
Profit/ (Loss) after tax |
234.84 |
18.03 |
Business Performance and Segment Reporting
The Company is carrying on trading activities in textiles & luggage products. The turnover of the Company was Rs. 3609.23 Lacs during the year. The Company has made a profit of Rs. 313.12 Lacs during the year .The company is engaged only in trading business activities during 2017-18, 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.
BSE Listing
The Company is under the process of getting listed on Bombay Stock Exchange (BSE)
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 Company''s Board of Directors and the Company''s 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 http://www.btsync.in/codes.html
- Policies for determining materiality of information or events is available on the website of the Company at the link http://www.btsync.in/codes.html
- Policy for materiality of related party transactions is available on the website of the Company at the link http://www.btsync.in/codes.html
- Policy for determining of Material Litigation is available on the website of the Company at the link http://www.btsync.in/codes.html
- Policy for determining of Outstanding dues to creditors is available on the website of the Company at the link http://www.btsync.in/codes.html
- Policy for preservation of documents is available on the website of the Company at the link http://www.btsync.in/codes.html
- Policy on prevention of Sexual Harassment at workplace is available on the website of the Company at the link http://www.btsync.in/codes.html
- Whistle Blower policy for Directors and employees of the Company is available on the website of the Company at the link http://www.btsync.in/codes.html
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 âForward Looking Statementsâ. 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:
The Company does not have any subsidiary Company.
Share Capital:
The Company has not changed its capital structure during 2017-18.
Reserves:
Rs 2348.4 lacs have been transferred to the Profit & Loss account.
Acceptance of Fixed Deposits:
The Company has not accepted any Fixed Deposits from general public within the purview of Section 73, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during the year under review.
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 armâs 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 financial statement.
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 Companyâs 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. Priyesh Shantilal Jain (DIN: 00741595), who retires by rotation and, being eligible, offers himself for reappointment. If re-appointment, his term would be in accordance with the policy for directors of the Company.
|
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, 2018 |
6 (Six) |
|
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2018 |
NIL |
|
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2018 |
Three |
Also, Ms. Prajakta Patil was appointed as Women Independent Director of the Company during the year 2017-18 & Board appreciates her valuable contribution to the Company.
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 Companyâs website.
Key Managerial Personnel
During the year under review Mr. Mitesh Thakkar was appointed as the CFO of the Company for a period of 5 (Five) years with effect from August 18, 2017. Also, for the period under review Ms. Charmi Sanghvi was appointed as the Company Secretary and designated as âKey Managerial Personnelâ 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 August 01, 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, Viral Jain & Co., 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, 2018 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 31st March, 2018.
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 Companyâs internal financial controls were adequate and effective during FY 2017-18.
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 2017-18 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, 2018 in prescribed form duly audited by the Practicing Company Secretary, Jaymin Modi & 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 2017-18. 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.btsync.in
Meetings of the Board of Directors
During the year under review, total 7 (Seven) 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 Companyâs 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 Companyâs website.
Directorsâ 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 Companyâs 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 (âSS-1â) and on General Meetings (âSS-2â) 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 âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013â 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 Companyâs 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
B. T. Syndicate Limited
Bhavin Shantilal Jain Priyesh Shantilal Jain
Managing Director Director
DIN-00741604 DIN-00741595
Place: Kolkata
Date: 21/08/2018
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Nivaka Fashions Ltd. पर और जानकारी
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मिडिल ईस्ट के बढ़ते तनाव ने बिगाड़ा बाजार का मूड, सेंसेक्स 1500 अंक लुढ़का, निफ्टी भी बुरी तरह फिसला -
Stock Market Today: मिडिल ईस्ट तनाव! शेयर बाजार में कोहराम, सेंसेक्स 900+ अंक टूटा, निफ्टी 24,900 के नीचे -
Stock Market: Anthropic के दावे से बढ़ी टेंशन! Nifty-Sensex में बड़ी गिरावट, शेयर बाजार किन 5 कारणों से धड़ाम? -
Stock Markets Today: कारोबारी हफ्ते की शानदार शुरुआत, Sensex और Nifty 50 जबरदस्त बढ़त के साथ बंद -
Stock Alert: सस्ते में मिल रहे Nifty 50 के कई शेयर, यहां से होगी पैसों की बारिश? -
Stock Market Crash: बाजार में हाहाकार, सेंसेक्स 1,200 प्वाइंट से ज्यादा गिरा, निफ्टी भी 400 अंक क्रैश -
Stock Markets Today: बढ़त के साथ बंद हुआ बाजार, Sensex और Nifty की शानदार क्लोजिंग -
Stock Markets Today: Nifty वीकली एक्सपायरी के दिन बाजार में तेजी, IT और PSU इंडेक्स बढ़त के साथ बंद -
Defence Stock: Cochin Shipyard के शेयर में जबरदस्त उछाल, रक्षा मंत्रालय से बड़ा ऑर्डर -
Stock Markets Today: कारोबारी हफ्ते के पहले दिन बाजार की शानदार क्लोजिंग, Sensex और Nifty बढ़त के साथ बंद -
अमेरिका संग ट्रेड डील से SENSEX-NIFTY में दिखा जोश, इन 9 स्टॉक्स में लगा 20% का अपर सर्किट, आपके पास है कोई? -
Stock Market News: India-US ट्रेड डील का असर...शेयर बाजार में जबरदस्त रैली, निवेशकों को 20 लाख करोड़ का फायदा! -
Stock Market News: भारी गिरावट के बाद वापसी, सेंसेक्स-निफ्टी दिन के निचले स्तर से रिकवर, तेजी के पीछे का कारण?
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