Mar 31, 2024
Your directors have pleasure in presenting the 38th Annual Report together with the Audited
Statement of Accounts for the year ended on 31st March, 2024. The report also includes the
Management discussion and Analysis Report in accordance with the guidelines of Corporate
Governance.
Financial Results of the Company for the year under review along with figures for the
previous year are as follows:
Amount in (Rs.)
|
Particulars |
2023-24 |
2022-23 |
|
Total Revenue |
1,620 |
16,37,748.24 |
|
Total Expenses |
1 ,45 9,280 |
13,90,009.86 |
|
Profit (Loss) before Depreciation and Tax |
(14,57,660) |
2,47,738.38 |
|
(PBT) |
||
|
Less: Depreciation |
23,766 |
12372.00 |
|
Profit (Loss) before Tax |
(1,462,240) |
2,35,366.38 |
|
Less: Provision for taxation (including |
(19,186) |
36,122.16 |
|
deferred tax) |
||
|
Profit / (Loss) after Tax (PAT) |
(1,462,240) |
1,99,244.00 |
|
EPS (Basic) |
(0.43) |
0.06 |
|
Diluted |
(0.43) |
0.06 |
The Company has not accepted any deposit from public/shareholders in accordance with
Section 73 & 76 of the Companies Act, 2013 and, as such, no amount on account of principal
or interest on public deposits was outstanding on the date of the Balance Sheet.
In order to plough back the funds of the Company, the Board of Directors does not
recommend any dividend.
During the year under review, there has been no change in Share Capital.
The particulars of loans or guarantees and investments covered under the provisions of
Section 186 of the Companies Act, 2013 are not applicable to the company as it is engaged
in the business of Non-Banking Financial activities.
During the year, there has been no change in investments of the Company and the changes
in loans or guarantees have been disclosed in financial statements.
That the companyâs sale turnover during the year under review has dropped from
Rs.16,37,748.24 during the previous financial year to Rs. 1,620 in the current financial year.
Considering the massive decline the Company is strenuously working to identify the root
causes for such loss. Further, there has been no change in nature of business of the Company
during the year.
Due to loss incurred during the year, no amount was transferred to Reserves.
There have been no material changes and commitments during the year.
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Auditors is subject to
provisions of the Companies Act, 2013 and rules made thereunder. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee of the Board and to the Managing Director.
The Internal Audit Department monitors and evaluates the efficiency and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas and thereby strengthen
the controls. Significant audit observations and recommendations along with corrective
actions thereon are presented to the Audit Committee of the Board.
1. Mr. Rajesh Kumar Pandey (DIN: 09745776) retires by rotation and being eligible offers
himself for re-appointment. Your directors recommend his re-appointment.
2. Mr. Vibhor Sehgal resigned from the Directorship of the company w.e.f 03.06.2024
which was duly accepted in a board meeting held on 03.06.2024. He has further stated
in his resignation letter that there are no other material reasons other than those
provided in the letter which was duly filed on the portal of BSE within the prescribed
time.
3. Mr. Gyan Singh was appointed as an Additional Director of the Company in duly held
board meeting on 27.04.2023 and later his appointment was regularized as Non¬
Executive Independent Director, in the Annual General Meeting held on 21.09.2023.
4. Mr. Gaya Prasad Gupta resigned from the board w.e.f 27.04.2023 due to ill health.
5. Mr. Rahul Bahukhandi was appointed as an Additional Director of the Company in duly
held board meeting on 27.06.2023. Subsequently, in the Annual General Meeting held
on 21.09.2023 his appointment as Non-Executive Director and Chairman of the Board
of Directors of the Company was regularized.
Subject to the provisions of Companies Act, 2013 read with rules made thereunder and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company have an optimum constitution.
Your Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-section
(6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and there has been no change in the circumstances from last Financial Year which may
affect their status as Independent Director during theyear.
As required under Regulation 36 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the particulars of the
Directors proposed for appointment/re-appointment has been given in the Notice of the
Annual General Meeting.
CS Meghna Bansal Membership No.: A43430 was appointed as the Company Secretary and
Compliance Officer in duly held board meeting dated 25.04.2024 to fill the vacancy
attributable to resignation of Disha Bajpai with effect from 25.04.2024. Subject to the
provisions of Companies Act, 2013 read with rules made thereunder and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, The Board ofDirectors of the
Company have an optimum constitution.
The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013
read with rules made thereunder and under Regulation 16 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the
performance of the individual directors on the basis of the criteria such as the contribution
of the individual director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive directors.
The same was discussed in the board meeting that followed by the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to thebest
of their knowledge and ability, state the following:
a. that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if
any;
b. that directors have selected such accounting policies and applied consistently and
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 financialyear and of
the loss of the Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors have prepared the annual accounts on a going concern basis;
e. The Directors have laid down such internal financial controls that are adequate and
operating effectively;
f. The Directors have devised systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
M/s Srivastava S & Co. Chartered Accountants (lCAI Firm Registration No. 015187C)
Statutory Auditors of the company conducted the statutory audit of the Company for the
current financial year.
The auditorâs report for the Financial Year 2023-24 does not contain any qualifications,
reservations or adverse remarks and Notes to the financial statements referred in the
Auditors Report are self-explanatory and therefore, do not call for any comments under
Section 134 of the Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Company had appointed Mr. Vaibhav Agnihotri Proprietor of M/s V.
Agnihotri & Associates, Practicing Company Secretaries, Kanpur to undertake the
Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit
Report for financial year 2023-24 is annexed, which forms part of this report as Annexure-
A. There is no remark or qualification by the secretarial auditor in the Secretarial Audit
report for the financial year 2023-24.
All related party transactions that were entered into during the financial year, if any wereon
armâs length basis and were in the ordinary course of the business. Further, there were no
materially significant with the related party transactions during the year made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated
persons. All material contracts/arrangements made during the year, and all such
contracts/arrangements, were made in ordinary course of business and at armâs length
basis and details of such transactions have been given in financial statements of the
Company and attached Annexure-B in FORM AOC-2.
Details of all such contracts/arrangements are available for inspection at the Registered
Office of the Company till ensuing Annual General Meeting and if any, member is interested
in inspecting the same, such member may write to the Company Secretary in advance.
All the Members of the Board and all the employees of the Company have followed the policy
of Code of Conduct in the course of day-to-day business operations of the Company. The
Code has been placed on the Companyâs website www.nikkiglobal.com. The Code lays down
the standard procedure of business conduct which is expected to befollowed by the Directors
and the designated employees in their business dealings and in particular on matters relating
to integrity in the work place, in business practices and in dealing with stakeholders. All the
Board Members and the Senior Management personnel have confirmed compliance with the
Code.
There are no Subsidiaries, Joint Ventures or Associate Companies.
The Audit Committee comprises of the following directors:
|
NAME OF COMMITTEE |
CATEGORY |
DESIGNATION |
|
GYAN SINGH |
Non-Executive - Independent |
Chairperson, |
|
KAVITA AWASTHI |
Non-Executive - Independent |
Member |
|
SHASHWAT AGARWAL |
Non-Executive - Non |
Member |
The Audit Committee played an important role during the year. It coordinated with the
Statutory Auditors, Internal Auditors and other key Managerial Personnel of the Company
and has rendered guidance in the areas of internal audit and control, finance and accounts.
All the recommendations made by the Audit Committee were accepted by the Board. Four
meetings of the Audit Committee were held during the year.
The Stakeholders Relationship Committee comprises of the following directors:
|
NAME OF COMMITTEE |
CATEGORY |
DESIGNATION |
|
KAVITA AWASTHI |
Non-Executive - Independent |
Chairperson |
|
GYAN SINGH |
Non-Executive -Independent |
Member |
|
SHASHWAT AGARWAL |
Non-Executive, Non¬ |
Member |
The Committee has met two times during the year, the Committee overlook the usual
requests received for Dematerialization, transfer/transmission of shares and resolved or
answered the complaints of members.
The Nomination and Remuneration Committee recommends to the Board the suitability of
candidates for appointment as Key Managerial Personnel, Directors and the remuneration
packages payable to them and other employees. The Nomination and Remuneration met two
times during the year.
|
NAME OF COMMITTEE |
CATEGORY |
DESIGNATION |
|
KAVITA AWASTHI |
Non-Executive -Independent |
Chairperson |
|
GYAN SINGH |
Non-Executive - Independent |
Member |
|
SHASHWATAGARWAL |
Non-Executive - Non Independent |
Member |
The Company is committed to the high standards of Corporate Governance and stakeholder
responsibility. The Company has established a vigil mechanism to be knownas the âWhistle
Blower Policy1 for its Directors and employees, to report instances of unethical behavior,
actual or suspected, fraud or violation of the Companyâs Code of Conduct. The aim of the
policy is to provide adequate safeguards against victimization ofwhistle blower who avails
of the mechanism and also provide direct access to the Chairman of the Audit Committee,
in appropriate or exceptional cases.
Accordingly, âWhistle Blower Policyâ has been formulated with a view to provide a
mechanism for the Directors and employees of the Company to approach the Ethics.
The purpose of this policy is to provide a framework to promote responsible and secure
whistle blowing. It protects employees willing to raise a concern about serious irregularities
within the Company.
Eight meetings of the board were held during the year. For details of the meetings of the
board, please refer to the corporate governance report, which forms part of this report. The
intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company. The
Board is responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.
The main identified risks at the Company are business operating risks. Your Company has
established a comprehensive business risk management policy to ensure the risk to the
Companyâs continued existence as s going concern and to its development are identified and
addressed on timely basis. Risk management strategy as approved by theBoard of Directors
is implemented by the Company Management.
The provisions of Section 135 of the Companies Act, 2013, are not applicable onthe Company.
23. PARTICULARS PURSUANT TO SECTION 197(12) OF THE
COMPANIES ACT. 2013 READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO THE
PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014
Details pursuant to Rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are as stated as under:-
|
S. No. |
Requirement of Rule 5(1) |
Disclosure |
|
1 |
The ratio of remuneration of each |
Mr. Rajesh Pandey (Managing Director) is |
|
2 |
Percentage increase in |
Percentage increase in remuneration of: a) Directors:- N/A b) MD:- 100% c) CFO:- 140% d) Company Secretary:-N/A |
|
3 |
The percentage increase/decreasein |
N/A |
|
4 |
The number of permanent |
There were 3 employees on the rolls of |
|
5 |
Average percentile increase already |
N/A |
|
6 |
Affirmation that the remuneration |
We affirm that the remuneration paid |
|
is as per the remuneration policy ofthe |
to employees and KMPs was based on |
|
|
Company |
the Remuneration Policy. |
A) Details of every employee of the Company as required pursuant to Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules,20i4>
> Drawing salary of 1.02 Crore or above for the Year, if employed
throughoutthe year- NIL
> Drawing salary of 8.5 Lakhs p/m or above for a month, if employed for
partof the year- NIL
> Drawing salary more than the salary of MD and having 2% stake in
theCompany- NIL
B) No Managing Director or Whole-Time Director of the Company is receiving any
commission from the Company as well as from the Holding Company or
Subsidiary Company of the Company.
The Independent Directors met on 27th June 2023, without the attendance of Non¬
Independent Directors and members of the Management. The Independent Directors
reviewed the performance of non-independent directors and the Board as a whole; the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timelinessof
flow of information between the Company Management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.
The information required under Section 134(3) (M) of the Companies Act, 2013 read withRule
8(3) of The Companies (Accounts) Rules, 2014 is as under:-
[A] CONSERVATION OF ENERGY
a) Energy Conservation Measures taken: The Company has taken all measures for
conservation of energy most economically.
b) The steps taken by the Company for utilizing alternate source of energy:- No such
steps have been taken by the Company.
c) The capital Investments on energy conservation equipment: - No such investment has
been made by the Company
d) Impact of measures at (a) above for energy conservation: -These measures have led to
consumption of energy more economically.
[B] TECHNOLOGY ABSORPTION:
Since there is no manufacturing activity in the Company hence the information under this
heading is not applicable to the Company.
[C] . FOREIGN EXCHANGE EARNINGS AND OUTGO :
During the year, there were no Foreign Exchange earnings and outgo.
Separate reports on Corporate Governance compliance and Management Discussion and
Analysis as required under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 which forms part of this Annual Report along
with the Certificate from Statutory Auditors of the Company regarding compliance of the
conditions of Corporate Governance as stipulated in Chapter IV of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In compliance with Corporate Governance requirements, your Company has formulated and
implemented a Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance thereto.
There were no such order passed by the Regulations or Courts or Tribunals which may
impact the going concern status and companyâs operations in future.
There were no complaints received during the financial year 2023-24 and hence no complaint
is outstanding as on 31.03.2024 for redressal. Further Company ensures that there is a healthy
and safe atmosphere for every women employee at the workplace and made the necessary
policies for safe and secure environment for women employee.
29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB-SECTION (12) OF SECTION 143, IF ANY:
There was no such reporting by the statutory auditors.
30. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review, there were no applications made or proceedings pendingin
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
31. DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS 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 REASON THEREOF
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial Institution.
32. MAINTENANCE OF COST RECORDS BY THE COMPANY:
The provision relating to maintenance of Cost Records by the Company is not applicableon
the Company.
33. REGISTRATION OF INDEPENDENT DIRECTORS WITH
INDEPENDENT DIRECTORâS DATABANK
As per Companies (Appointment and Qualification of Directors) Fifth Amendment Rules,
2019, all existing and upcoming independent directors are required to apply to Indian
Institute of Corporate Affairs (IICA) for inclusion of their names with the Independent
Directors Databank.
All the Independent Directors namely Mrs. Kavita Awasthi and Mr. Gyan Singh have
registered themselves with the Independent Director''s Databank
a) The employees of the Company continue to render their full co-operation and support to
the Management. The Directors wish to place on records their appreciation to all the
employees for their co-operation.
b) Information as per Section 197 (2) of the Act read with rules 5(2) and 5(3) of the
companies (Appointment and remuneration of managerial personal) Rules, 2014 forming part
of the Director''s Report for the year ended 31st March, 2024 is not required to be furnished
as no employees was employed for Rs.1,02,00,000/- or more per year or Rs.8,50,000/- or
more per month for any part of the Year.
The Annual Returns of the company for the previous financial years are available at
https: / / nikkiglobal.com/ investors for convenience of the shareholders.
The familiarization programme undertaken for Independent Directors is available at
https://nikkiglobal.com/investors/ Imparted to them.
Your directors take this opportunity to extend their thanks to the customers, business,
partners, business associates and bankers of the Company for their continued support
during the year. The directors also sincerely acknowledge the dedication and commitment
of the employees of the company at all levels.
FOR NIKKI GLOBAL FINANCE LIMITED
Sd/- Sd/-
(Rajesh Kumar Pandey) (Shashwat Agarwal)
Managing Director Director
(DIN: 09745776) (DIN: 00122799)
Date: 07.08.2024
Place: New Delhi
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 29th Annual Report
together with the Audited Statement of Accounts for the year ended on
31st March, 2015.
FINANCIAL RESULTS:
The financial results of the Company are fairly reasonable:-
Particulars 31.03.2015 31.03.2014
(Rs. In Lacs) (Rs. In Lacs)
Profit / (Loss) before (31.23) 1.76
Depreciation and Tax
Less / Add: Depreciation 0.09 0.09
Profit/(Loss) before Tax (31.33) L67
Profit/(Loss) after Tax (31.33) 1.30
RESERVES:
Due to losses, any amount could not be transferred to reserves.
DIVIDEND:
Due to accumulated losses, your directors regret their inability to
recommend any dividend.
DEPOSITS:
The Company has no public deposits as of date and will not accept any
deposits without prior approval of the Statutory Authorities concerned.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year, Company has not given any guarantee or made
investments as covered under Section 186 of the Companies Act, Details
of loans given has been shown in financial statements.
MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments affecting the financial position of
your Company have occurred between April 1,2015 and the date of signing
of this Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Auditors is subject to provisions of the Companies Act, 2013
and rules made thereunder. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of
the Audit Committee of the Board & to the Managing Director.
The Internal Audit Department monitors and evaluates the efficiency and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company.
Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the
Board.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Ashesh Agarwal retires by rotation and being eligible offers
himself for re-appointment. Your Directors recommend his reappointment.
During the year, the Board of Directors appointed Mrs. Kavita Awasthi
as an Additional Director with effect from 26th March, 2015, to hold
office up to the date of forthcoming Annual General Meeting. Being
eligible, Mrs. Kavita Awasthi offered herself to be appointed as the
Independent Woman Director of your Company.
Pursuant to the provisions of Section 149 of the Act, which came into
effect from 1st April, 2014, Mr. Manoj Kumar, Mr. Subodh Agarwal, Mr.
Gaya Prasad Gupta, Mr. Sanjay Tandon and Mr. Govind Das Agarwal were
appointed as Independent Directors at the Annual General Meeting of the
Company held on 29th September, 2014, Mr. Govind Das Agarwal has
resigned from directorship during the current financial year 2015-16.
The terms and conditions of appointment of Independent Directors are as
per Schedule IV of the Act. Your Company has received declarations from
all the Independent Directors of the Company confirming that they meet
with the criteria of independence as prescribed both under sub-section
(6) of Section 149 of the Companies Act, 2013 and under Clause 49 of
the Listing Agreement with the Stock Exchanges and there has been no
change in the circumstances which may affect their status as
Independent Director during the year.
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, the information on the particulars of the Directors proposed
for appointment/ re-appointment has been given in the Notice of the
Annual General Meeting.
The Board of Directors at their meeting held on 31.07.2015 re-appointed
Mr. Ashesh Agarwal as Managing Director for a period of 3 years
effective from 1st September, 2015 to 31st August, 2018 subject to the
approval of the members of the Company whose tenure of office as
Managing Director was due to expire on 31.08.2015 as per his earlier
terms of appointment.
The Nomination and Remuneration Committee and the Board of Directors at
their respective meetings held on 4th September, 2015 recommended and
approved monthly remuneration paid or payable to Mr. Ashesh Agarwal,
Managing Director of the Company subject to the approval of members of
the Company at the forthcoming Annual General Meeting of the Company.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1, 2014, the appointments of Key Managerial Personnel
were formalized during the financial year 2014-15. There has been
change (s) in Key Managerial Personnel during the current financial
year 2015-16 due to resignation(s). *
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
NUMBER OF MEETINGS OF THE BOARD:
Ten meetings of the board were held during the year. For details of the
meetings of the board, please refer to the corporate governance report,
which forms part of this report. The intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, state the
following:
a. that in the preparation of the annual financial statements, the
applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. that such accounting policies have been selected and applied
consistently and judgement and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2015 and of the loss of the
Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial control were adequate and were operating effectively;
f. that proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s J Agarwal & Associates, Chartered Accountants
(ICAI Firm Registration No. 002601C), were appointed as statutory
auditors of the Company from the conclusion of the twenty eight annual
general meeting (AGM) of the Company held on September 29, 2014 till
the conclusion of the thirty first annual general meeting (AGM) to be
held in the year 2017, subject to ratification of their appointment at
every AGM.
The Company has received a letter from statutory auditors to the effect
that their re-appointment, if made, would be within the provision
prescribed under Section 139 of the Companies Act, 2013. Your Directors
recommend their re-appointment.
The auditor's report does not contain any qualifications, reservations
or adverse remarks & Notes to the financial statements referred in the
Auditors Report are self-explanatory and therefore do not call for any
comments under Section 134 of the Companies Act, 2013.
SECRETARIAL AUDITOR'S REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the rules made thereunder, the Company had appointed Mr. Pushp Raj
Singh, Practising Company Secretary to undertake the Secretarial Audit
of the Company but due to resignation tendered by Mr. Pushp Raj Singh,
Company appointed another Secretarial Auditor. The Secretarial Audit
Report for financial year 2014-15 is annexed, which forms part of this
report as Annexure-A. There were no qualifications, reservation or
adverse remarks given by Secretarial Auditor of the Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT-9 are annexed to this Report as Annexure-B.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Code has been
placed on the Company's website www.nikkiglobal.com. The Code lays down
the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their
business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company is committed to the high standards of Corporate Governance
and stakeholder responsibility. The Company has established a vigil
mechanism to be known as the 'Whistle Blower Policy' for its Directors
and employees, to report instances of unethical behaviour, actual or
suspected, fraud or violation of the Company's Code of Conduct. The aim
of the policy is to provide adequate safeguards against victimization
of whistle blower who avails of the mechanism and also provide direct
access to the Chairman of the Audit Committee, in appropriate or
exceptional cases.
Accordingly, 'Whistle Blower Policy' has been formulated with a view to
provide a mechanism for the Directors and employees of the Company to
approach the Ethics Counsellor or the Chairman of the Audit Committee
of the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing
to raise a concern about serious irregularities within the Company.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company. The Board is responsible for
implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any, member is interested in
inspecting the same, such member may write to the Company Secretary in
advance.
AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
INDEPENDENT DIRECTOR'S MEETING:
The Independent Directors met on 26th March, 2015, without the
attendance of NonIndependent Directors and members of the Management.
The Independent Directors reviewed the performance of non-independent
directors and the Board as a whole; the performance of the Chairman of
the Company, taking into account the views of Executive Directors and
Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably
perform their duties.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO: NIL
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Separate reports on Corporate Governance compliance and Management
Discussion and Analysis as stipulated by Clause 49 of the Listing
Agreement forms part of this Annual Report along with the required
Certificate from Statutory Auditors of the Company regarding compliance
of the conditions of Corporate Governance as stipulated by Clause 49 of
the Listing Agreement.
In compliance with Corporate Governance requirements as per Clause 49
of the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.
ACKNOWLEDGEMENTS:
Your directors take this opportunity to extend their thanks to the
customers, business, partners, business associates and bankers of the
Company for their continued support during the year. The directors also
sincerely acknowledge the dedication and commitment of the employees of
the company at all levels.
FOR NIKKI GLOBAL FINANCE LIMITED
Place: New Delhi (Ashesh Agarwal) (Gaya Prasha Gupta)
Date: 04.09.2015 Managing Director Director
DIN: 02319026 DIN: 00335302
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty Eight Annual
Report together with Audited Accounts for the year ended on 31st March,
2014.
1. FINANCIAL RESULTS: -
Particulars 31.03.2014 31.03.2013
(Rs. In Lacs) (Rs. In Lacs)
Profit / (Loss) before 1.76 1.34
Depreciation and Tax
Less / Add: Depreciation 0.09 0.14
Profit / (Loss) before Tax 1.67 1.20
Profit / (Loss) after Tax 1.30 0.94
2. Dividend:
Due to accumulated losses, your directors regret their inability to
recommend any dividend.
3. Director''s Responsibility:
Your Directors state herewith a Director''s Responsibility Statement
indicating therein:
a) That in the preparation of the annual accounts for the financial
year ended on 31st March, 2014, the applicable Accounting Standards had
been followed along with proper explanation relating to material
departures.
b) That the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 of
the company for the year under review.
c) That.the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors had prepared the annual accounts on a going
concern basis.
4. Directors:
In accordance with the provisions of the Companies Act, 1956, Mr.
Shashwat Agarwal, Director of the Company will retire at the ensuing
Annual General Meeting and he, being eligible, has offered himself for
re-appointment.
5. Auditors:
M/s J Agarwal & Associates, Chartered Accountants (ICAI Firm
Registration No. 002601C), who are the statutory auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting. It is proposed to re-appoint them to examine and audit the
accounts of the Company for three years to hold office from the
conclusion of this AGM till the conclusion of the thirty first AGM of
the Company to be held in the year 2017 subject to ratification of
their appointment at every AGM. M/s J Agarwal & Associates, have under
Section 139(1) of the Companies Act, 2013 and the Rules framed
thereunder furnished a certificate of their eligibility and consent for
re- appointment. Â
6. Auditor''s Report:
The observations of the Auditors and the relevant notes on the accounts
are self- explanatory and therefore do not call for any further
comments.
7. Public Deposits:
Your company has not accepted any deposits from public within the
meaning of Section 58A of the Companies Act, 1956 and the rules framed
there under.
8. The Companies (Particulars of Employees) Rules, 1975 as amended:
During the year, there was no employee drawing a salary exceeding the
limits prescribed U/S 217 (2A) of the Companies Act, 1956 read with
rules made there under.
9. Energy Conservation, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The prescribed information relating to Conservation of Energy and
Technology Absorption as per Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, is annexed
10. Listing:
The equity shares of the company are listed with Bombay Stock Exchange
Limited, Mumbai. There are no arrears on account of payment of listing
fees to the Stock Exchange.
11. Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement, Report on Corporate
Governance has been included in the Annual Report as separate section.
12. Secretarial Compliance Certificate:
Secretarial Compliance Certificate pursuant to Section 3 83A of the
Companies Act, 1956 is duly signed by M/s Sarvesh S. Srivastava,
Company Secretary in whole time practice, Kanpur.
13. Acknowledgement:
Your Directors appreciate the valued co-operation extended by the
Company''s Bankers and Investors and the contribution of all the
employees.
By order of the Board of Directors,
For Nikki Global Finance Limited
(Managing Director) (Director)
DIN: 02319026 DIN: 00335302
Date: - 04.09.2014
Place: - Delhi
Mar 31, 2013
The Directors have pleasure in presenting the Twenty Seventh Annual
Report together with Audited Accounts for the year ended on 31st March,
2013.
1. FINANCIAL RESULTS:
Particulars 31.03.2013
(Rs. In Lacs) 31.03.2012
(Rs. In Lacs)
Profit / (Loss) before 1.34 1.51
Depreciation and Tax
Less / Add: Depreciation 0.14 0.20
Profit / (Loss) before Tax 1.20 1.31
Profit / (Loss) after Tax 0.94 1.03
2. Dividend:
Due to accumulated losses, your directors regret their inability to
recommend any dividend.
3. Director''s Responsibility:
Your Directors state herewith a Director''s Responsibility Statement
indicating therein:
a) That in the preparation of the annual accounts for the financial
year ended on 31st March, 2013, the applicable Accounting Standards had
been followed along with proper explanation relating to material
departures.
b) That the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 of
the company for the year under review.
c) That the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors had prepared the annual accounts on a going
concern basis.
4. Directors:
In accordance with the provisions of the Companies Act, 1956, Mr.
Subodh Agarwal & Mr. Manoj Kumar, Directors of the Company will retire
at the ensuing Annual General Meeting and they, being eligible, have
offered themselves for re-appointment. Mr. Bankey Bihari Gupta has
resigned in current financial year.
5. Auditors:
M/s J Agarwal & Associates, Chartered Accountants, retiring statutory
auditors, being eligible, have expressed their willingness for
re-appointment as statutory auditors of the Company.
6. Auditor''s Report:
The observations of the Auditors and the relevant notes on the accounts
are self- explanatory and therefore do not call for an)'' further
comments.
7. Public Deposits:
Your company has not accepted any deposits from public within the
meaning of Section 58A of the Companies Act, 1956 and the rules framed
there under.
8. The Companies (Particulars of Employees) Rules, 1975 as amended:
During the year, there was no employee drawing a salary exceeding the
limits prescribed U/S 217 (2A) of the Companies Act, 1956 read with
rules made there under.
9. Energy Conservation, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The prescribed information relating to Conservation of Energy and
Technology Absorption as per Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, is annexed
10. Listing:
The equity shares of the company are listed with Bombay Stock Exchange
Limited, Mumbai. There are no arrears on account of payment of listing
fees to the Stock Exchange.
11. Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement, Report on Corporate
Governance has been included in the Annual Report as separate section.
12. Secretarial Compliance Certificate:
Secretarial Compliance Certificate pursuant to Section 383A of the
Companies Act, 1956 is duly signed by M/s Sarvesh S. Srivastava,
Company Secretary in whole time practice, Kanpur.
13. Acknowledgement:
Your Directors appreciate the valued co-operation extended by the
Company''s Bankers and Investors and the contribution of all the
employees.
By order of the Board of Directors,
For Nikki Global Finance Limited
(Managing Director) (Director)
Place: Delhi
Date: 31.08.2013
Mar 31, 2012
To, The members of NIKKI GLOBAL FINANCE LIMITED,
The Directors have pleasure in presenting the Twenty Sixth Annual
Report together with Audited Accounts for the year ended on 31st March,
2012.
1. FINANCIAL RESULTS:
Particulars 31.03.2012
(Rs. In Lacs) 31.03.2011
(Rs. In Lacs)
Profit / (Loss) before 1.51 7.93
Depreciation and Tax
Less / Add: Depreciation .20 .30
Profit / (Loss) before Tax 1.31 7.63
Profit / (Loss) after Tax 1.03 6.18
2. Divided:
Due to accumulated losses, your directors regret their inability to
recommend any dividend.
3. Director's Responsibility:
Your Directors state herewith a Director's Responsibility Statement
indicating therein:
a) That in the preparation of the annual accounts for the financial
year ended on 31st March, 2012, the applicable Accounting Standards had
been followed along with proper explanation relating to material
departures.
b) That the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 of
the company for the year under review.
c) That the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors had prepared the annual accounts on a going
concern basis.
4. Directors:
In accordance with the provisions of the Companies Act, 1956, Mr.
Sanjay Tandon & Mr. Gaya Prasad Gupta, Directors of the Company will
retire at the ensuing Annual General Meeting and they, being eligible,
have offered themselves for re-appointment. Mr. Manoj Kumar, Mr. Bankey
Bihari Gupta & Mr. Govind Das Agarwal were inducted in the Board during
the year under review.
5. Auditors:
M/s J Agarwal & Associates, Chartered Accountants, retiring statutory
auditors, being eligible, have expressed their willingness for
re-appointment as statutory auditors of the Company.
6. Auditor's Report:
The observations of the Auditors and the relevant notes on the accounts
are self- explanatory and therefore do not call for any further
comments.
7. Public Deposits:
Your company has not accepted any deposits from public within the
meaning of Section 58A of the Companies Act, 1956 and the rules framed
there under.
8. The Companies (Particulars of Employees) Rules, 1975 as amended:
During the year under report, there was no employee drawing a salary
exceeding the limits prescribed U / S 217 (2A) of the Companies Act,
1956 read with rules made there under.
9. Energy Conservation, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The prescribed information relating to Conservation of Energy and
Technology Absorption as per Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, is annexed
10. Listing:
The equity shares of the company are listed with Bombay Stock Exchange
Limited, Mumbai. There are no arrears on account of payment of listing
fees to the Stock Exchange.
11. Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement, Report on Corporate
Governance has been included in the Annual Report as separate section.
12. Secretarial Compliance Certificate:
Secretarial Compliance Certificate pursuant to Section 383A of the
Companies Act, 1956 is duly signed by M/s Sarvesh S. Srivastava,
Company Secretary in whole time practice, Kanpur.
13. Acknowledgement:
Your Directors appreciate the valued co-operation extended by the
Company's Bankers and Investors and the contribution of all the
employees.
By order of the Board of Directors,
For Nikki Global Finance Limited
(Director) (Director)
Place: Delhi
Date: 03/09/2012
Mar 31, 2009
The Directors have pleasure in presenting the Twenty Third Annua)
Report together with the Audited Accounts for the year ended March 3 1.
2009:
1 FINANCIAL RESULTS:
Particulars 2008-2009 2007-2008
Rs. in Lacs Rs. in Lacs
Gross Income 3.46 5.28
Profit / (Loss) Before Depreciation (1.49) 0.71
and fax Less/Add: Depreciation (0.75) (1.01)
PROFIT / (LOSS) BEFORE TAX (2.24) (0.30)
PR01TT7(LOSS) AFTER TAX (2.24) (0.37)
Add: Surplus /(Deficit)"as per last (120.44) (120.08)
account Profit" (Loss) available for (122.68) (120.44)
(appropriation Surplus /(Deficit)
carried to Balance (122.68) (120.44)
Sheet
2. DIVIDEND:
Due to losses your Directors regret their inability to recommend any
dividend.
3. BUSINESS OPERATIONS
During the current year the companys gross income decreased to Rs.
3.46 lacs compared to previous years of Rs. 5.28 lacs. The Company is
trying to improve its performance. In the coming years the company
hopes to increase its revenues. As the share market is performing well,
the company hopes to do better during the forthcoming year.
4. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act. 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
a) in the preparation of the annual accounts for the financial year
ended 31st March 2009, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures.
i
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 loss of the
Company for the year under review.
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act. 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) the Directors had prepared the accounts for the financial year ended
3lst March. 2009 on a going concern basis.
5. DIRECTORS
During the period under review there was no change in the Board of
Directors of the Company. Mr. Adhir Khanna, Director retiring by
rotation being eligible for himself for reappointment.
6. AUDITORS AND AUDITORS REPORT:
M/s Singh Bajpai & Associates, Chartered Accountants the retiring
Auditors, being eligible offer themselves for appointment. A
certificate under section 224(1B) of the Companies Act. 1956. has been
obtained from them. The Board recommenlds there appointment in the
ensuing Annual General Meeting.
The observations of the Auditors and the relevant notes on the Accounts
are self-explanatory and therefore do not call for any further
comments.
7. COMPLIANCE CERTIFICATE
As required under the section 383A of the Companies Act, 1956. the
Compliance Certificate from M/s D.S. Associates, Company Secretaries in
Practice is attached with the Directors Report. Observations of
Secretarial Auditor are self- explanatory and do not require any
comment.
8. FIXED DEPOSITS:
Your compay has not accepted any deposits from public within the
meaning of Section 58-A of the Companies Act. 1956 and the rules framed
there under.
9. THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED:
During the year under report, there was no employee drawing a salary
exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956
read with rules made there under.
10. CONSERVATION OF ENERGY, TECHNOLCY ABSORPTION;
The prescribed information relating to conservation of energy and
technology absorption as per Section 217 (I) (e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988. is Annexed hereto.
11. LISTING
The equity shares of the Company are listed with Bombay Stock Exchange
Limited, There are no arrears on account of payment of listing fees to
the Stock Exchange.
12. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, with the Stock
Exchanges. Report on Corporate Governance has been included in the
Annual Report as separate section.
13. ACKNOWLEGEMENT:
Your Directors appreciate the valued co-operation extended by the
Companys Bankers and Investors and the Contribution of all the
employees.
By Order of the Board of Directors
NIKK1 GLOBAL FINANCE LIMITED
(Shashwat Agarwal) (Cajya Prasad Gupta)
Director Director
Place: Delhi
Dated: 31/08/2009
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