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.
1. FINANCIAL RESULTS:
Financial Results of the Company for the year under review along with figures for the
previous year are as follows:
| Particulars |
2023-24 |
2022-23 |
| Total Revenue |
1,620 |
16,37,748.24 |
| Total Expenses |
1,459,280 |
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 deferred tax) |
(19,186) |
36,122.16 |
| Profit / (Loss) after Tax (PAT) |
(1,462,240) |
1,99,244.00 |
| EPS (Basic) |
(0.43) |
0.06 |
| Diluted |
(0.43) |
0.06 |
2. DEPOSITS:
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.
3. DIVIDEND:
In order to plough back the funds of the Company, the Board of Directors does not
recommend any dividend.
4. CHANGES IN SHARE CAPITAL:
During the year under review, there has been no change in Share Capital.
5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
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.
6. STATE OF THE COMPANY'S AFFAIRS AND NATURE OF BUSINESS:
That the company's 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.
7. TRANSFER TO RESERVES:
Due to loss incurred during the year, no amount was transferred to Reserves.
8. MATERIAL CHANGES AND COMMITEMENTS:
There have been no material changes and commitments during the year.
9. 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 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.
10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Directors:
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.
ii. Declaration by the Independent Directors of the Company:
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 the year.
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. iii. Key Managerial Personnel:
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 of Directors of the
Company have an optimum constitution.
11. 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 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 ("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 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.
12. 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 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 financial year
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.
13. AUDITORS & AUDITOR'S REPORT
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 auditor's 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.
14. 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. 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.
15. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year, if any
were on arm's 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 arm's 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.
16. CODE OF CONDUCT:
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 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.
17. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
There are no Subsidiaries, Joint Ventures or Associate Companies.
18. DISCLOSURES:
Audit Committee:
The Audit Committee comprises of the following directors:
| NAME OF COMMITTEE |
CATEGORY |
DESIGNATION |
| MEMBERS |
|
|
| GYAN SINGH |
Non-Executive - Independent Director, Chairperson, |
Chairperson, |
| KAVITA AWASTHI |
Non-Executive - Independent Director, Member, |
Member |
| SHASHWAT AGARWAL |
Non-Executive - Non Independent Director, Member, |
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.
Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of the following directors:
| NAME OF COMMITTEE MEMBERS |
CATEGORY |
DESIGNATION |
| KAVITA AWASTHI |
Non-Executive - Independent Director, Chairperson, |
Chairperson |
| GYAN SINGH |
Non-Executive -Independent Director, Member, |
Member |
| SHASHWAT AGARWAL |
Non-Executive, Non- Independent, Director, Member, |
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.
Nomination and Remuneration Committee:
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 MEMBERS |
CATEGORY |
DESIGNATION |
| KAVITA AWASTHI |
Non-Executive -Independent Director, Chairperson, |
Chairperson |
| GYAN SINGH |
Non-Executive - Independent Director, Member, |
Member |
| SHASHWATAGARWAL |
Non-Executive - NonIndependent Director, Member, |
Member |
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 behavior, 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.
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.
19. NUMBER OF MEETINGS OF THE BOARD:
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.
20. 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.
21. BUSINESS RISK MANAGEMENT:
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
Company's continued existence as s going concern and to its development are identified and
addressed on timely basis. Risk management strategy as approved by the Board of Directors
is implemented by the Company Management.
22. CORPORATE SOCIAL RESPONSIBILITY STATEMENT:
The provisions of Section 135 of the Companies Act, 2013, are not applicable on the
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 director to the median remuneration of the
employees for the financial year. |
Mr. Rajesh Pandey (Managing Director) is drawing remuneration equivalent to 1.162
times of the median remuneration of employees/KMP. |
| 2 Percentage increase in remuneration of each director, CFO, CEO, CS or Manager in
the financial year. |
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 the median remuneration of employees in
the financial year. |
N/A |
| 4 The number of permanent employees on the rolls of the Company |
There were 3 employees on the rolls of the Company as on March 31, 2024. |
| 5 Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year i.e. 2021-2022 and its comparison with
the percentile increase in the managerial remuneration and justification thereof and point
out if there are any exceptional circumstances for increase in the managerial remuneration. |
N/A |
| 6 Affirmation that the remuneration is as per the remuneration policy of the
Company |
We affirm that the remuneration paid to employees and KMPs was based on 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, 2014:-
Drawing salary of 1.02 Crore or above for the Year, if employed throughout the year-
NIL Drawing salary of 8.5 Lakhs p/m or above for a month, if employed for part of the
year- NIL Drawing salary more than the salary of MD and having 2% stake in the Company-
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.
24. INDEPENDENT DIRECTORS MEETING:
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 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.
25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information required under Section 134(3)(M) of the Companies Act, 2013 read with
Rule
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.
26. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION
AND ANALYSIS REPORT:
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.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no such order passed by the Regulations or Courts or Tribunals which may
impact the going concern status and company's operations in future.
28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
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 pending in
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 applicable
on the Company.
33. REGISTRATION OF INDEPENDENT DIRECTORS WITH
INDEPENDENT DIRECTOR'S 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
34. PERSONNEL
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.
35. THE WEB ADDRESS, WHERE ANNUAL RETURN REFERRED TO IN
SUB- SECTION (3) OF SECTION 92 HAS BEEN PLACED
The Annual Returns of the company for the previous financial years are available at
https://nikkiglobal.com/investors for convenience of the shareholders.
36. WEBLINK OF FAMILIARIZATION PROGRAMME UNDERTAKEN
FOR IDS
The familiarization programme undertaken for Independent Directors is available at
https://nikkiglobal.com/investors/ Imparted to them.
37. ACKNOWLEDGEMENT:
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 |
|
|