As on: May 03, 2024 01:28 PM
Dear Members,
Your Directors herewith present 36th Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2019.
SUMMARY OF FINANCIAL RESULTS:
During the year under review, the Company has shown notable performance. The extracts of financial results 2018-19 are as under:
[INR in Lakhs)
-
STATE OF COMPANY AFFAIRS:
During the year under review, your Company has earned revenue from operations amounting to Rs. 83.83 lakhs as compared to Rs. 83.20 lakhs in the previous financial year and registered the net profit after tax for the financial year 2018-19 is Rs. 12.09 lakhs as compared to Rs. 9.64 Lacs for FY 2017 18.
The Company works as Channel Partner in Power Projects with various power generation Company. During the year 2018 19, Company received Commission income from Vadodara based 135 KV power plant. The Directors of the Company are hopeful to shake the hands with power generation companies in the years to come.
DIVIDEND:
Company has managed to earn notable profit during the year. However considering the future requirements for funds, Company wish to conserve the funds and hence do not recommend any Dividend.
RESERVES:
The Board of Directors do not propose to transfer any amount to Reserves Account.
MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated in Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report forms part of this Annual Report as Annexure I.
DEPOSITS AND LONG TERM BORROWINGS:
During the year, Company has not accepted any Deposits or long term borrowings from any person except unsecured Inter Corporate Loans and loan from Directors.
Earlier, On 16th March 2017 (FY2016 17), the previous Promoters of the Company, who were in management and control of the Company, even after their cessation as Directors the Company, have made unauthorized use of Bank Account opened and maintained by them with Axis Bank, without the knowledge and intimation to the present Management and Directors of the Company and hence the same is not accounted for by the present Management.
The present Directors are unable to opine as to nature of such unauthorized financial transaction.
Hence, with regard to any such unauthorized financial transactions of any nature, which have taken place to and from the said axis bank account maintained and operated by the old management of the Company, the present Directors are not responsible in any way to any other person.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the year, Company has entered in to related party transactions pursuant to provisions of Section 188 of Companies Act 2013. In that regard, disclosures under section 134(3) of Companies Act 2013 read with Rule 8(2) of the Company (Accounts) Rules 2014 is given in prescribed Form AOC 2 as Annexure II to this Directors Report. All the transactions have been made arm's length price.
The policy on Related Party Transactions as approved by the Board is available on the website of the Company and can be accessed through the web link http://www.nishthafin.com policies. All contracts/arrangements/transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arm's length basis.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial Statements for FY 2018-19, the Board of Directors states that:
a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b) 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 as on 31st March, 2019 and of the profits for the year ended 31st March, 2019;
c) the Directors have taken proper and sufficient 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 fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS:
Adequate internal financial controls have been laid down by the Company with reference its Financial statements and to safeguard and protect its assets as well as to improve the overall productivity of its operations. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.
SUBSIDIARIES, IOINT VENTURE AND ASSOCIATE COMPANY:
Company does not have any subsidiary companies. Company has not made any investment in Joint Venture. Company does not have any associate Company.
ENVIRONMENT, HEALTH AND SAFETY (EHS)
At present the Company does not carry on any manufacturing operations. However the management of the Company accords the highest priority to health, environment and safety. The Company takes at most care for the employees and ensures compliance with the applicable rules and regulation applicable to the Company.
CORPORATE GOVERNANCE
Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is made applicable to only those companies whose paid up equity share capital exceeds Rupees Ten Crore or Net Worth exceeds Rupees Twenty Five Crores, as on the last day of the previous financial year. Hence Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Companies Act 2013 and rules framed there under with regard to Corporate Social Responsibility do not apply to the Company and hence no disclosure have made in that regard.
DIRECTORS AND KEY MANAGARIAL PERSONNEL:
At present the Board of Directors consists of following Directors:
* Mr. Jitendra Joshi resigned from the Board w. e. f.01.08.2018.
* Mr. Rakesh Savani resigned from the Board w. e f. 05.09.2018
APPOINTMENT AND RESIGNATION:
During the year, no Director was appointed on the Board. There are no Directors on the Board whose term expires at this ensuing Annual General Meeting and hence the Board does not recommend any Reappointment of Directors.
DIRECTORS RETIRING BY ROTATION:
Mr. Nikul Chovatiya and Mr. Sanjay Chovatiya, are the Directors liable to retire by rotation and as eligible, they have offered themselves for reappointment.
Brief profile of Directors being reappointed pursuant to Regulation 36(3) of SEBI fLODR) Regulation 2015:
RESIGNATION:
Following Directors have resigned from the Board during the year.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to provisions of section 149(6) of Companies Act 2013, the Company has received declaration from Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of erstwhile Listing Agreement, now SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and the Listing Regulations and are independent of the Management of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The Nomination and Remuneration Committee (NRC) has approved the policy on "Directors Appointment and their Remuneration.". The policy is available on the website of the Company and can be accessed at http://www.nishthafin.com.
The salient features of policy are summarized hereunder:
- The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.
- A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.
- The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy five years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.
- The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.
- The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
- The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary.
During the year under review, the Board met Ten times respectively on 23.05.2018, 30.05.2018, 16.06.2018, 14.08.2018, 24.08.2018, 04.09.2018, 05.11.2018, 22.11.2018, 12.01.2019, 13.02.2019.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
During the year, none of the Directors of the Company was paid any remuneration. Hence disclosure under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.
AUDITORS:
STATUTORY AUDITORS:
S. D Mehta & Co, Chartered Accountants, Ahmedabad (FRN 137193W) were appointed as statutory auditors of the Company for the term of 5 years to hold the office till the conclusion of the 39th Annual General Meeting of the Company.
The Auditors' report for financial year 2018 19 has been issued with modified opinion by the statutory auditors as under:
"We are unable to opine the nature of transactions and true and fair view of transactions which have taken place in the above bank account and not recorded in the books of accounts of the company by the present management. As such we are unable to express our opinion on true and fair view of banking transaction that have taken place in the above account during the year under report. "
Management Comment against Auditor observation:
On 16th March 2017 (FY2016 17), the previous Promoters of the Company, who were in management and control of the Company, even after their cessation as Directors the Company, have made unauthorized use of Bank Account opened and maintained by them with Axis Bank, without the knowledge and intimation to the present Management and Directors of the Company and hence the same is not accounted for by the present Management.
The present Management of the Company has already initiated legal actions against the Wrong doers by serving them legal notice on 16th October 2017 and also against the Axis Bank Limited for allowing such unauthorized use of Bank Account, even after serving notice of Bank Account closure in advance.
SECRETARIAL AUDITORS:
Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors has appointed Mr. Viral Ranpura, Company Secretary, as Secretarial Auditors of the Company for FY 2018 19.
A Secretarial Audit Report for FY 2018 19 is annexed herewith as Annexure III. There are no adverse observations in the Secretarial Audit Report which call for explanation except as under:
COST AUDITOR
The Company is not required to maintain Cost Records under Section 148 of Companies Act 2013.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as amended from time to time.
COMMITTEE COMPOSITION;
A. COMPOSITION OF AUDIT COMMITTEE:
During the year, the Board reviewed the decision taken by it regarding the role of Risk Management being carried out by the Audit Committee and after detailed deliberation it was decided that the Audit Committee of the Board shall continue to play the role of Risk Management Committee and be called as Audit and Risk Management Committee unless otherwise decided by the Board.
The Audit and Risk Management Committee as on 31.03.2019 is composed of three Directors.
B. COMPOSITION OF REMUNERATION AND NOMINATION COMMITTEE:
The Remuneration and Nomination Committee as on 31.03.2019 is composed of three Directors.
C. COMPOSITION OF INVESTOR AND SHAREHOLDER GRIEVANCES COMMITTEE:
The Investor and Shareholder Grievances Committee as on 31.03.2018 is composed of three Directors.
VIGIL MECHANISM:
The provisions of Regulation 22 of SEBI (LODR) Regulations 2015 are not applicable to the Company. However Company has established whistle Blower Policy as matter of Good Governance.
RISK MANAGEMENT POLICY:
The Company has a Risk Management Policy that defines the policies, lays out the strategies and methodology to decide on the risk taking ability of the organization. The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters reviews the same on a periodic basis and takes appropriate corrective action when necessary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:
During the financial year 2018 19, Company has not undertaken any manufacturing operations. Company has neither earned nor spent anything in foreign currency. Hence no disclosure is required under this head pursuant to Companies (Accounts) Rules 2014.
THE EXTRACTS OF ANNUAL RETURN:
The extract of the Annual Return in prescribed Form MGT-9 is annexed as Annexure IV to this Directors' Report and forms part of Annual Report and the same is also made available on the website of the Company http://www.nishthafin.com.
SHARE CAPITAL
During the year, there is no Change in the Share Capital of the Company.
The Board of Directors and Members of the Company in their respective meeting have accorded necessary approval for issue of Convertible Warrants to Promoter and Non Promoters. However the same have not been executed during the year.
CHANGE IN NATURE OF BUSINESS
During the year under review, there is no change in the nature of business of the Company.
CHANGE OF MANAGEMENT
During the year, there is no change in the management of the Company.
PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED
Particulars of loans given, investments made, and guarantees given are provided in the financial statements and forms part of Annual Report for FY 2018 19.
MATERIAL CHANGES AND COMMITMENTS, IF ANY- AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
There are no material changes and commitment, affecting the financial position of Company which has occurred between the end of financial year of the Company to which the financial statements relate and the date of this report.
TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company is not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for payment.
DETAILS OF MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Company's operation in future.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2018-19, the Company has not received any complaints on sexual harassment.
APPRECIATION AND ACKNOWLEDGMENT
Your Directors wish to thank all stakeholders, employees and business partners, Company's bankers and business associates for their continued support and valuable cooperation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.
For and on behalf of the Board of Directors