NISHTHA FINANCE AND INVESTMENT (INDIA) LIMITED ANNUAL REPORT FOR THE YEAR 2016-17 1
CORPORATE INFORMATION Registered Office 45 - A, 1 st floor, Main Road, Hasanpur, I P Extension, New Delhi 110092, India. Email id: nishtha.finvest@gmail.com Website: www.nfandiltd.com (o) 079 40027017 CIN: L65100DL1983PLC016946 Statutory Auditors: Sudhir D Shah & Co. Chartered Accountants Ahmedabad Bankers: Yes Bank Limited Board of Directors Ashishbhai Jitendrabhai Joshi CEO & Managing Director Jitendrabhai Shankarlal Joshi Non Executive Director Chetankumar Haribhai Chovatiya Non Executive Director Chunilal Vrujlal Chovatiya Non Executive Director Miraben Chetankumar Chovatiya Non Executive Director Nikul Haribhai Chovatiya Non Executive Director Sanjaybhai Vrujlal Chovatiya Non Executive Director Bhargavkumar Jaysukhbhai Undhad Independent Director Piyush Rameshbhai Bhuva Independent Director Jayeshbhai Kantilal Paghdar Independent Director Corporate office Unit No. 2, Narnarayan Complex, Nr. Navrangpura Cross Road, Navrangpura, Ahmedabad 360009. Email id: nishtha.finvest@gmail.com Website: www.nfandiltd.com (O) 079 40027017 Registrar and Share Transfer Agent Skyline Financial Services Private Limited 153A, 1 st Floor, Okhla Industrial Area, Phase I, New Delhi 110020. (O) 011 26812682 (E) info@skylinerta.com (W) www.skylinerta.com Audit Committee Bhargavkumar Jaysukhbhai Undhad Chairman Piyush Rameshbhai Bhuva Member Ashishbhai Jitendrabhai Joshi Member Chetankumar Haribhai Chovatiya Member Nomination Remuneration Committee Jayeshbhai Kantilal Paghdar Chairman Ashishbhai Jitendrabhai Joshi Member Chetankumar Haribhai Chovatiya Member Ashishbhai Jitendrabhai Joshi Member Stakeholder Relationship Committee Ashishbhai Jitendrabhai Joshi Chairman Chetankumar Haribhai Chovatiya Member Ashishbhai Jitendrabhai Joshi Member Bhargavkumar Jaysukhbhai Undhad Chairman 2
N O T I C E Notice is hereby given that 34 th Annual General Meeting of members of Nishtha Finance and Investment (India) Limited will be held on Thursday, 30 th November 2017 at 10:00 a.m. at the Registered Office of the Company to transact the following businesses: ORDINARY BUSINESS: 01. Adoption of Audited Financial Statements: To consider and if though fit, to pass, with or without modification the following resolution as an Ordinary Resolution: To receive, consider and adopt the Financial Statements of the Company for the financial year ended on 31 st March 2017, including Audited Balance Sheet as at 31 st March 2017 and the statement of Profit and Loss Account for the year ended on that date along with the reports of Auditors and Directors thereon. 02. Appointment of Director liable to retire by rotation: There are no Directors on the Board of Company whose term is subject to determination by rotation. 03. Appointment of Statutory Auditors: To consider and if though fit, to pass, with or without modification the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 and other applicable provisions of the Companies Act, 2013 (the Act ) and rules thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s S. D. Mehta & Co., Chartered Accountants, Ahmedabad (FRN. 137193W) and in respect of whom the Company has received a notice under Section 140(4) of the Act, proposing their appointment in place of the retiring auditors M/s Sudhir D Shah & Co, Chartered Accountants, Ahmedabad be and is hereby appointed as Statutory Auditors of the Company from the conclusion of this Annual General Meeting of the Company for the Financial Year 2016-17 to the conclusion of Annual General Meeting of the Company for the Financial Year 2020-21 (subject to the ratification by the members at every annual general meeting held hereafter) and at such remuneration as shall be fixed by the Board of Directors, exclusive of travelling and other out of pocket expenses. RESOLVED FURTHER THAT Mr. Ashishbhai Jitendrabhai Joshi, Managing Director of the Company be and is hereby authorized to do all actions as may be required to give effect to the aforesaid resolution. 3
Special Business 04. Confirmation of Appointment of Mr. Ashishbhai Jitendrabhai Joshi as Managing Director: To Consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to provisions of section 196, 197, 198 and 203 of Companies Act 2013 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013 and the rules made thereunder, including any statutory modification(s), re-enactment thereof for the time being in force, (hereinafter referred to as Act ) and subject to such other approvals as may be necessary, Mr. Ashishbhai Jitendrabhai Joshi holding DIN 06894408, who was appointed as Managing Director w. e. f. 14.11.2016, be and is hereby appointed as a Managing Director of the Company, not liable to retire by rotation for the term of Five years expiring on 13 th November 2021 on the following terms and conditions: Sr. No Particulars Details 1 Period of Appointment 5 Years effective from 14 th November 2016. 2 Total Remuneration Total remuneration for any year shall not exceed the percentage limit of net profits of the Company as specified in the Act, calculated in accordance with Section 198, subject to overall ceiling prescribed under section 197 read with Schedule V to the Act. He shall not be entitled to receive sitting fees for attending the meetings of the Board of Directors or a committee thereof. 3. Commission At a rate such that the total remuneration does not exceed percentage limit of net profits of the Company as specified in the Act, calculated in accordance with Section 198, subject to the overall ceiling prescribed under Section 197 read with Schedule V to the Act. RESOLVED FURTHER THAT Mr. Ashishbhai Jitendrabhai Joshi shall exercise substantial powers of management subject to superintendence, control and direction of the Board of Directors of the Company. RESOLVED FURTHER THAT in the event of loss or inadequacy of profit in any financial year, the Company shall pay Mr. Ashishbhai Jitendrabhai Joshi, in respect of such financial year, remuneration by way of salary, allowances, perquisites and other benefits as the Board may deem fit, subject to the limits and conditions prescribed in Section II of Part II of Schedule V of the Act, for the time being in force. 05. Appointment of Mr. Jitendra Shankarlal Joshi as Director of the Company: To Consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Jitendra Shankarlal Joshi holding (DIN: 06894402), who was appointed as an Additional Director of the Company w. e. f. 14.11.2016 pursuant to the provisions of Section 161(1) of the Companies Act 2013 and provisions of Articles of Association of the Company and other provisions if applicable of the Act and who holds the office till commencement of this Annual 4
General Meeting and in respect of whom the Company has received a notice from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 06. Appointment of Mr. Chetankumar Haribhai Chovatiya as Director of the Company: To Consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Chetankumar Haribhai Chovatiya holding (DIN: 07542592), who was appointed as an Additional Director of the Company w. e. f. 14.11.2016 pursuant to the provisions of Section 161(1) of the Companies Act 2013 and provisions of Articles of Association of the Company and other provisions if applicable of the Act and who holds the office till commencement of this Annual General Meeting and in respect of whom the Company has received a notice from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 07. Appointment of Mr. Chunilal Vrujlal Chovatiya as Director of the Company: To Consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Chunilal Vrujlal Chovatiya holding (DIN: 07549602), who was appointed as an Additional Director of the Company w. e. f. 06.10.2016 pursuant to the provisions of Section 161(1) of the Companies Act 2013 and provisions of Articles of Association of the Company and other provisions if applicable of the Act and who holds the office till commencement of this Annual General Meeting and in respect of whom the Company has received a notice from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 08. Appointment of Ms. Miraben Chetankumar Chovatiya as Director of the Company: To Consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT Ms. Miraben Chetankumar Chovatiya holding (DIN: 07614738), who was appointed as an Additional Director of the Company w. e. f. 14.11.2016 pursuant to the provisions of Section 161(1) of the Companies Act 2013 and provisions of Articles of Association of the Company and other provisions if applicable of the Act and who holds the office till commencement of this Annual General Meeting and in respect of whom the Company has received a notice from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 09. Appointment of Mr. Nikul Haribhai Chovatiya as Director of the Company: To Consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Nikul Haribhai Chovatiya holding (DIN: 07614740), who was appointed as an Additional Director of the Company w. e. f. 06.10.2016 pursuant to the provisions of Section 161(1) of the Companies Act 2013 and provisions of Articles of Association of the Company and other 5
provisions if applicable of the Act and who holds the office till commencement of this Annual General Meeting and in respect of whom the Company has received a notice from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 10. Appointment of Mr. Sanjaybhai Vrujlal Chovatiya as Director of the Company: To Consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Sanjaybhai Vrujlal Chovatiya holding (DIN: 07614745), who was appointed as an Additional Director of the Company w. e. f. 06.10.2016 pursuant to the provisions of Section 161(1) of the Companies Act 2013 and provisions of Articles of Association of the Company and other provisions if applicable of the Act and who holds the office till commencement of this Annual General Meeting and in respect of whom the Company has received a notice from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation. 11. Appointment of Mr. Bhargavkumar Jaysukhbhai Undhad as Independent Director of the Company: To Consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Bhargavkumar Undhad (holding DIN 07716313), who was appointed as an Independent Director by the Board of Directors w. e. f. 11.05.2017 and in terms of Section 161(1), 149, 150 and Schedule IV of the Companies Act, 2013 and as per Articles of Association of the Company and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company. 12. Appointment of Mr. Piyush Rameshbhai Bhuva as Independent Director of the Company: To Consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Piyush Rameshbhai Bhuva (holding DIN 07716319), who was appointed as an Independent Director by the Board of Directors w. e. f. 11.05.2017 and in terms of Section 161(1), 149, 150 and Schedule IV of the Companies Act, 2013 and as per Articles of Association of the Company and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company. 13. Appointment of Mr. Jayesh Kantilal Paghdar as Independent Director of the Company: To Consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Jayesh Kantilal Paghdar (holding DIN 07716333), who was appointed as an Independent Director by the Board of Directors w. e. f. 11.05.2017 and in terms of Section 161(1), 149, 150 and Schedule IV of the Companies Act, 2013 and as per Articles of Association of the 6
NOTES: Company and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company. 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him/her self and the proxy need not be the member of the company. A person can act as proxy on behalf members not exceeding 50 (fifty) and holding in aggregate not more than 10% (ten per cent) of share capital of the Company. However a member holding more than 10% (ten per cent) of share capital in company may appoint a single person as proxy and in such case proxy shall not act as proxy for any other member. 2. A form of proxy is herewith attached. The proxies in order to be effective must be submitted at the registered office of the company not less than 48 hours before the commencement of the meeting duly signed by the member. Proxies submitted on behalf of the Companies, Societies etc. must be supported by an appropriate resolution/ authority, as applicable. Members/ proxies/ authorized representative are requested to bring the attendance slip sent herewith, duly filled in for attending the meeting. 3. In case of joint holders, only a 1 st Joint holder will be permitted to vote. 4. The Register of Members of the company will remain closed from November 28, 2017 to November 30, 2017 (both days inclusive) in connection with ensuing Annual General Meeting for Financial Year 2016-17. 5. The Statement pursuant to section 102 of Companies act 2013 and /or Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2016 with regard to Explanatory Statement is herewith annexed to this notice. 6. Members are requested to inform the company of any change in their addresses immediately so as to enable the Company for any further communication at their correct addresses. 7. The Companies Act provides nomination facility to the members. As a member of the Company you have an option to nominate any person as your nominee to whom you shares shall vest in case of unfortunate event of death. It is advisable to avail this facility especially by the members holding shares on single name. This nomination would avoid process of acquiring rights in shares through transmission. In case of joint holders, nomination shall be effective only on death of the all the joint holders. If the shares are held in Dematerialized form, the nomination form needs to be forwarded to your Depository Participant. 8. Trading in Equity Shares of the Company is compulsorily in Dematerialized mode by all the investors. Members are therefore requested to convert their Physical Shareholding in Demat Form in case they wish to trade their Equity Shares. 9. Members seeking any information or clarification on the accounts are requested to send written quarries to the Company; at least 10 days before the meeting to unable the management keep the required information available at meeting. 10. Annual Report for the financial year 2016-17 of the company has been uploaded on website of the Company www.nfandiltd.com. 7
11. All documents referred to in the accompanying notice and the explanatory statement shall be open for inspection at the registered office of the Company during normal business hours up to the date of and during the Annual general Meeting. 12. Electronic copy of the Notice along with Annual Report including remote E Voting instructions, Attendance Slips, Proxy Form is being sent to all the members whose emails id are registered with the Company / Depository Participants for communication purpose. For members who have not registered their email ids, physical copy of notice along with Annual Report including Remote E Voting instructions, Attendance Slips, Proxy Form is sent by permitted mode of dispatch. 13. For protection of environment and to conserve natural resources, members are requested to register their emails, with Company / RTA or Depository Participant to enable company to send communication including Annual Report, notices, circulars etc. electronically. 14. Members holding shares in physical form in multiple folios on the same name and in the same order are requested to consolidate all their folios. For this purpose, application may be submitted to M/s Skyline Financial Services Private Limited on its registered office address or through email id provided under relevant segment of the Annual Report. 15. Voting rights shall be reckoned on the paid up value of shares registered in the name of the Member / beneficial owner as on the cutoff date i. e. Friday, 17 th November 2017. 16. In terms of section 108 of Companies Act 2013 read with Companies (Management and Administration) Rules 2014, as amended from time and time and as per Regulation 44 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Company is pleased to provide the remote e voting facility through Central Depository Services Limited (CDSL) to its members holding shares in physical or dematerialized form, as on cutoff date to exercise their right to vote by electronic means on any or all of the business specified in the accompanying notice. This is to clarify that it is not mandatory for a member to vote using the E voting facility and a member may avail the facility at his / her discretion, subject to compliance with the instruction for Remote E-Voting. Further in case of Members who are entitled to vote, amongst members present in person at the meeting, but have not exercised right to vote by electronics means, the Chairman of the Company shall allow voting by way of poll in terms of Rule 20(4)(xi) of the said rules for the business specified in the accompanying notice. It is specifically clarified that members who have exercised their right to vote by remote electronics means, may be allowed to participate in Annual General Meeting but shall not be eligible to vote by way of poll at the meeting as per proviso to Rule 20(4)(vii). The Information with respect to voting process and other instructions regarding remote e-voting are detailed in note no. 20. 17. Shri Viral Ranpura, Company Secretaries, Ahmedabad (Mem. No. 28496) has been appointed as Scrutinizer to scrutinize voting and remote e voting process in fair and transparent manner. 18. The Scrutinizer shall within a period not exceeding 3 (three) working days from the conclusion of the Annual General Meeting make a Consolidated Scrutinizer s Report of the votes cast in favour or 8
against, if any, and submit the same to the Chairman of the meeting or a person so authorized by him in writing, who shall countersign the same. 19. The results shall be declared forthwith by the Chairman or a person so authorized by him in writing on receipt of report from the Scrutinizer. The Results declared along with Scrutinizer s Report shall be placed on the Company s website www.nfandiltd.com and on the website of CDSL. 20. The resolutions shall be deemed to be passed on the date of the Annual General Meeting, subject to the same being passed with requisite majority. 21. Voting process and other instructions regarding Remote E Voting: Section A: Voting Process The members should follow the following steps to cast their votes electronically: Step 1: Open your web browser during the voting period and log on to the e-voting Website: www.evotingindia.com Step 2: Click on Shareholders to cast your vote(s). Step 3: Please enter User ID a) For account holders in CDSL: Your 16 digits beneficiary ID. b) For account holders in NSDL: Your 8 Character DP ID followed by 8 Digits Client ID. c) Members holding shares in Physical Form should enter Folio Number registered with the Company. Step 4: Step 5: Step 6: Enter the Image Verification as displayed and Click on Login. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting for any company, then your existing password is to be used. If you have forgotten the password, then enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system. Follow the steps given below if you are a first time user either holding shares in Demat or Physical form: 6.1 (a) Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both, members holding shares in physical or dematerialized form) Members holding shares in physical form and who have not updated their PAN or have incorrect PAN with the Company are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field. If the sequence number is less than 8 digits, enter the applicable number of 0 s before the number after the first two characters of your name in CAPITAL letters. E.g. If you your name is SATISH SHAH with sequence number 3 then enter SA00000003 in the PAN field. 6.1 (b) Enter the Date of Birth (DOB) as recorded in your demat account or registered with the Company for the said demat account or folio in dd/mm/yyyy format. 6.1 (c) Enter the Dividend Bank Details (account number) as recorded in your demat account or registered with the Company for the said demat account or folio. # 9
# please enter either the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field as mentioned in Step 3. 6.2 After entering these details appropriately, click on SUBMIT tab. 6.3 For Demat holding: Members holding shares in demat form will now reach Password Creation menu wherein they are required to create their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. For Physical holding: Members holding shares in physical form will then directly reach the Company selection screen. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. Step 7: Step 8: Step 9: Step 10: Step 11: Click on the EVSN 171108008 of the Company to vote. On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option YES / NO for voting. Select the option YES or NO as desired for casting your vote. Click on Resolution File link if you wish to view the Notice. After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. You can also take print-out of the voting done by you by clicking on Click here to print option on the Voting page. Section B: Other instructions regarding Remote e-voting i) The Remote e-voting period shall commence Monday, 27 th November 2017 at 09.00 am and shall end on Wednesday 29 th November 2017 at 05.00 pm. During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, the 17 th November 2017, may cast their votes electronically. The e-voting module ii) shall be disabled for voting thereafter. Institutional Shareholders (i.e. members other than Individuals, HUF, NRI, etc.) are additionally requested to note and follow the instructions mentioned below, if they are first time user. - Institutional Shareholders and Custodians are required to log on to www.evotingindia.com and register themselves as Corporate. - A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com. - After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which user wishes to vote on. 10
- The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. iii. Institutional Shareholders (i.e. members other than Individuals, HUF, NRI, etc.) are required to upload the following in PDF format in the system for the scrutinizer to verify the same - Copy of the Board Resolution (where institution itself is voting). - Power of Attorney issued in favour of the Custodian (if PoA is not uploaded earlier) as well as Board Resolution of custodian. iv. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast the vote again. v. Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts. vi. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com. Date: 05 th November 2017 Place: Delhi For Nishtha Finance and Investment (India) Limited Ashishbhai Jitendrabhai Joshi Chairman and Managing Director DIN: 06894408 Explanatory Statement pursuant to Section 102 of Companies Act 2013: Item No. 4 to 10: Mr. Ashishbhai Jitendrabhai Joshi and Mr. Chetankumar Chovatiya, earlier during August 2016 had made Open offer for acquiring 20,02,000 Equity Shares of INR 10/- each representing 26% of Paid up Share Capital of the Company to the shareholders of Nishtha Finance and Investment (India) Limited (NFIL) pursuant to Regulation 3 and 4 of SEBI (SAST) Regulations 2011 for acquiring Management of the Company. In that regard, pursuant to proviso to Regulation 24(1) of SEBI (SAST) Regulation 2011, the proposed new management have reconstituted the Board of Company and appointed the New Directors representing new management of the Company in the Board Meeting held on 06 th October 2016 and 14 th November 2016 respectively. Such Directors so appointed in the Board Meeting are entitled to hold the office of Director till the ensuing Annual General Meeting. The Company has received notice from members proposing their appointment on the Board of Company. Details required to be provided to shareholders under Regulation 36(3) of SEBI (LODR) Regulations 2015 for all Directors are provided in respective tables. i) Appointment of Mr. Ashishbhai Jitendrabhai Joshi as Managing Director and CEO: Mr. Ashishbhai Jitendrabhai Joshi was appointed as Managing Director by Board of Directors of the Company in their Board Meeting held on 14 th November 2016 pursuant to provisions of section 196, 197, 198 and 203 of Companies Act 2013 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013 and that his appointment is subject to confirmation by the members in ensuing General Meeting. 11
Name of Director Ashish Joshi Fathers Name Jitendrabhai Joshi Date of Birth 19.07.1981 DIN 06894408 PAN ANSPJ1681P Education Qualification Commerce Graduate Experience He has gained expertise in Marketing and Business Management of Corporate over the period of 10 years with his devotion and strong efforts. Other Directorship / Partnership in 1. La Nourriture India Specialities Limited other Entities 2. Addin Power Limited Nature of Expertise in functional area Business Management. Disclosure of relationship between Mr. jitendra Joshi, Director on Board is father of Directors inter se. Ashishbhai Joshi. Names of Listed entities in which the Not Applicable person holds the Directorship and the membership of Committees of the Board. Shareholding of Director: 2131172 Equity Shares representing 28.00% of paid up equity share capital. Mr. Ashish Joshi and Mr. Jitendra Joshi are deemed to be interested in the resolution no. 4. None of the other Directors of the Company or their relatives is in any way concerned or interested in the resolution. ii) Appointment of Mr. Jitendra Shankarlal Joshi: Name of Director Jitendra Joshi Fathers Name Shankarlal Joshi Date of Birth 06.02.1951 DIN 06894402 PAN ABKPJ4908R Education Qualification Commerce Graduate Experience He has gained expertise in Marketing and Business Management of Corporate over the period of 10 years with his devotion and strong efforts. Other Directorship / Partnership in NIL other Entities Nature of Expertise in functional area Business Management. Disclosure of relationship between Directors inter se. Names of Listed entities in which the person holds the Directorship and the membership of Committees of the Board. Shareholding of Director: Mr. jitendra Joshi, Director on Board is father of Ashishbhai Joshi. Not Applicable NIL 12
iii) Appointment of Chetankumar Chovatiya: Name of Director Chetankumar Chovatiya Fathers Name Haribhai Chovatiya Date of Birth 01.01.1985 DIN 07542592 PAN AOFPC9328A Education Qualification Commerce Graduate Experience He is expertise in area managing of construction and building and finance field. he is also expertise in teaching line. He has gained expertise in Marketing and Business Management of Corporate over the period of 10 years with his devotion and strong efforts. Other Directorship / Partnership in 1. Addin Power Limited other Entities Nature of Expertise in functional area Business Management. Disclosure of relationship between Directors inter se. Names of Listed entities in which the person holds the Directorship and the membership of Committees of the Board. Shareholding of Director: 1. Chunilal Vrujlal Chovatiya 2. Miraben Chetankumar Chovatiya 3. Nikul Haribhai Chovatiya 4. Sanjaybhai Vrujlal Chovatiya Not Applicable 12,03,312 Equity Shares representing 16.00% of Paid up share capital iv) Appointment of Chunilal Vrujlal Chovatiya Name of Director Chunilal Chovatiya Fathers Name Vrujlal Chovatiya Date of Birth 22.05.1979 DIN 07549602 PAN AGPTC2031Q Education Qualification Commerce Graduate Experience He has gained expertise in Marketing and Business Management of Corporate over the period of 10 years with his devotion and strong efforts. Other Directorship / Partnership in other Entities 1. Addin Power Limited 2. Rutvi Aqua Private Limited 3. Addin Infra Private Limited Nature of Expertise in functional area Business Management. Disclosure of relationship between Directors inter se. 1. Chetankumar Haribhai Chovatiya 2. Miraben Chetankumar Chovatiya 3. Nikul Haribhai Chovatiya 4. Sanjaybhai Vrujlal Chovatiya 13
Names of Listed entities in which the person holds the Directorship and the membership of Committees of the Board. Shareholding of Director: Not Applicable 60 Equity Shares representing 0.001% of Paid up Equity Share Capital. v) Appointment of Miraben Chetankumar Chovatiya: Name of Director Miraben Chovatiya Fathers Name Chetankumar Chovatiya Date of Birth 23.07.1985 DIN 07614738 PAN AONPC5198Q Education Qualification B.A. Experience She is expertise in management of schools and others. Other Directorship / Partnership in NIL other Entities Nature of Expertise in functional area Business Management. Disclosure of relationship between Directors inter se. Names of Listed entities in which the person holds the Directorship and the membership of Committees of the Board. Shareholding of Director: 1. Chetankumar Haribhai Chovatiya 2. Chunilal Vrujlal Chovatiya 3. Nikul Haribhai Chovatiya 4. Sanjaybhai Vrujlal Chovatiya Not Applicable 100 Equity Shares representing 0.001% of Paid up Equity Share Capital. vi) Appointment of Nikul Haribhai Chovatiya Name of Director Nikul Chovatiya Fathers Name Haribhai Chovatiya Date of Birth 15.06.1992 DIN 07614740 PAN AZPPC8279B Education Qualification Commerce Graduate Experience He has gained expertise in Marketing and Business Management of Corporate over the period of 3 years with his devotion and strong efforts. Other Directorship / Partnership in Addin Power Limited other Entities Nature of Expertise in functional area Business Management. Disclosure of relationship between 1. Chetankumar Haribhai Chovatiya Directors inter se. 2. Chunilal Vrujlal Chovatiya 3. Miraben Chetankumar Chovatiya 4. Sanjaybhai Vrujlal Chovatiya 14
Names of Listed entities in which the person holds the Directorship and the membership of Committees of the Board. Shareholding of Director: Not Applicable 60 Equity Shares representing 0.001% of Paid up Equity Share Capital. vii) Appointment of Sanjaybhai Vrujlal Chovatiya: Name of Director Sanjaybhai Chovatiya Fathers Name Vrujlal Chovatiya Date of Birth 20.04.1982 DIN 07614745 PAN AJAPC6844R Education Qualification 10 th pass Experience He has gained expertise in Marketing and Business Management of Corporate over the period of 12 years with his devotion and strong efforts. Other Directorship / Partnership in Addin Power Limited other Entities Nature of Expertise in functional area Business Management. Disclosure of relationship between Directors inter se. Names of Listed entities in which the person holds the Directorship and the membership of Committees of the Board. Shareholding of Director: 1. Chetankumar Haribhai Chovatiya 2. Chunilal Vrujlal Chovatiya 3. Miraben Chetankumar Chovatiya 4. Nikul Haribhai Chovatiya Not Applicable NIL The Board recommends Resolution No. 4 to Resolution No. 10 of the Notice dated 05 th November 2017, in relation to appointment of Directors, for your approval as Ordinary Resolution. None of the Directors of the Company are in any way interested in the proposed resolution except to the extent of their Designation as Director and their shareholding in the Company. Item No. 11 TO 13: Pursuant to provisions of Section 149 of Companies Act 2013 and rules framed thereunder, every listed Company is required to constitute Board consisting of Combination of Executive Non Executive an Independent Directors. In that regard the Board of Directors have in their Board Meeting held on 11 th May 2017 have appointed three Independent Directors on the Board. They are entitled to hold the position of Director till the ensuing Annual General Meeting. Company has received a notice From members proposing candidature of Independent Directors for their appointment on the Board of Company. 15
viii) Appointment of Bhargavkumar Jaysukhbhai Undhad: Name of Director Bhargavkumar Undhad Fathers Name Jaysukhbhai Undhad Date of Birth 09.11.1994 DIN 07716313 PAN AFNPU3117L Education Qualification Graduate Experience Two Years of Experience in the industry in Power Sector. Other Directorship / Partnership in NIL other Entities Nature of Expertise in functional area Business Management. Disclosure of relationship between Directors inter se. Names of Listed entities in which the person holds the Directorship and the membership of Committees of the Board. Shareholding of Director: NIL Not Applicable NIL ix) Appointment of Piyush Rameshbhai Bhuva: Name of Director Piyush Bhuva Fathers Name Rameshbhai Bhuva Date of Birth 29.01.1989 DIN 07716319 PAN AQLPB6493M Education Qualification 10 th Pass Experience He has gained expertise in Marketing and Business Management of Corporate over the period of 3 years with his devotion and strong efforts. Other Directorship / Partnership in NIL other Entities Nature of Expertise in functional area Business Management. Disclosure of relationship between NIL Directors inter se. Names of Listed entities in which the Not Applicable person holds the Directorship and the membership of Committees of the Board. Shareholding of Director: NIL 16
x) Appointment of Jayeshbhai Kantilal Paghdar Name of Director Jayeshbhai Paghdar Fathers Name Kantilal Paghdar Date of Birth 01.10.1975 DIN 07716333 PAN BIAPP1515Q Education Qualification 10th Pass Experience He has gained expertise in Marketing and Business Management of Corporate over the period of 7 years with his devotion and strong efforts. Other Directorship / Partnership in NIL other Entities Nature of Expertise in functional area Business Management. Disclosure of relationship between Directors inter se. Names of Listed entities in which the person holds the Directorship and the membership of Committees of the Board. Shareholding of Director: NIL Not Applicable NIL Date: 05 th November 2017 Place: Delhi For Nishtha Finance and Investment (India) Limited Ashishbhai Jitendrabhai Joshi Chairman and Managing Director DIN: 06894408 17
DIRECTORS REPORT Dear Members, Your Directors herewith present 34 th Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31 st March, 2017. SUMMARY OF FINANCIAL RESULTS: During the year under review, the Company has shown notable performance. The extracts of financial results 2016-17 are as under: (Rs. In Lacs) Particulars Current Year 2016-17 Rs. Previous Year 2015-16 Rs. Total Income 1,50,44,954 3,43,30,040 Financial Expenses 43,189 26,879 Depreciation - - Profit / (Loss) Before Taxation 16,45,943 43,712 Provision for Income Tax 5,37,335 11,500 Provision for Deferred Tax - - Profit after Taxation 11,08,608 32,212 Prior Period Adjustment - - Transfer to Special Reserve - - Surplus brought forward 6,38,305 6,05,823 Balance Carried to Balance Sheet 17,46,643 6,38,035 REVIEW OF OPERATIONS: During the year under review, your Company has earned revenue from operations amounting to Rs. 1.50 Cr as compared to Rs. 3.43 Cr in the previous financial year and registered the net profit after tax for the financial year 2016-17 is Rs. 6.38 Lakhs as compared to Rs. 0.32 Lakh for FY 2015-16. DIVIDEND: Company has managed to earned notable profit during the year. How considering the future requirements for funds, Company wish to conserve the funds and hence do not recommend any Dividend. MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT There are no material change 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 other than those disclosed in the Annual report. 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. 18
CHANGE IN NATURE OF BUSINESS During the period under review, the Company has not changes its nature of business. 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. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES: During the year, Company has not entered in to any related party transactions as prescribed under Companies Act 2013 and hence no disclosures in that regard is provided. DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial Statements for FY 2016-17, 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 31 st March, 2017 and of the profits for the year ended 31 st March, 2017; 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 controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets. 19
SUBSIDIARIES AND JOINT VENTURE Company does not have any subsidiary companies. Company has not made any investment in Joint Venture. ENVIRONMENT, HEALTH AND SAFETY (EHS) The Company accords the highest priority to health, environment and safety. The Company does not carry on manufacturing operations. The Company takes at most care for the employees and ensures compliance with the applicable rules and regulation applicable to the Company. CORPORATE GOVERNANCE In pursuance of Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall be applicable those companies having paid up equity share capital exceeding Rs.10 crore or Net Worth exceeding Rs. 25 crore, as on the last day of the previous financial year. The paid up share capital and net worth of your company do not come under the purview of applicability of Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Therefore separate report of corporate governance is not attached herewith. In spite of above said SEBI circular, Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your directors believe that Company profitability must go hand in hand with a sense of responsibility towards all stakeholders, employee and communities. 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: Mr. Ashishbhai Jitendrabhai Joshi and Mr. Chetankumar Chovatiya, earlier during August 2016 had made Open offer for acquiring 20,02,000 Equity Shares of INR 10/- each representing 26% of Paid up Share Capital of the Company to the shareholders of Nishtha Finance and Investment (India) Limited (NFIL) pursuant to Regulation 3 and 4 of SEBI (SAST) Regulations 2011 for acquiring Management of the Company. In that regard, pursuant to proviso to Regulation 24(1) of SEBI (SAST) Regulation 2011, the proposed new management have reconstituted the Board of Company and appointed the New Directors representing new management of the Company in the Board Meeting held on 06 th October 2016 and 14 th November 2016. Such Directors so appointed in the Board Meeting are entitled to hold the office of Director till the ensuing Annual General Meeting. The Company has received notice from members proposing their appointment on the Board of Company. Details required to be provided to shareholders under Regulation 36(3) of SEBI (LODR) Regulations 2015 for all Directors are provided in the explanatory statement attached to the Notice of Annual General Meeting. APPOINTMENT AND RESIGNATION: The following Directors were appointed by the Board of Directors: 20
Sr. No Name Date of Appointment Designation 1 Ashishbhai Jitendrabhai Joshi 14.11.2016 Managing Director and CEO 2 Jitendra Shankarlal Joshi 14.11.2016 Additional Director 3 Chetankumar Chovatiya 14.11.2016 Additional Director 4 Chunilal Vrujlal Chovatiya 14.11.2016 Additional Director 5 Miraben Chetankumar 14.11.2016 Additional Director Chovatiya 6 Nikul Haribhai Chovatiya 14.11.2016 Additional Director 7 Sanjaybhai Vrujlal Chovatiya 14.11.2016 Additional Director 8 Bhargavkumar Jaysukhbhai 11.05.2017 Independent Director Undhad 9 Piyush Rameshbhai Bhuva 11.05.2017 Independent Director 10 Jayeshbhai Kantilal Paghdar 11.05.2017 Independent Director There are no Director 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: There are no directors of the Company whose period of office is liable to determination by retirement of Directors by rotation. RESIGNATION: Pursuant to Change of Management of the Company, following Directors representing old management of the Company resigned from Board: Sr. No Name Date of Resignation Designation 1 Lavekush Gadiya 14.11.2016 Whole Time Director 2 Snehlata Gadiya 14.11.2016 Director 3 Ramkaran Hirvey 21.10.2016 Independent Director 4 Kanhaiyalal 21.10.2016 Independent Director 5 Sandeep Jaiswal 21.10.2016 Independent Director DECLARATION BY INDEPENDENT DIRECTORS: Pursuant to provisions of section 149(7) of Companies Act 2013, the Company has received declaration from Independent Directors for FY 2017-18 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. POLICY ON DIRECTORS APPOINTMENT: Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The Nomination and Remuneration Committee (NRC) has approved the criteria and process for identification / appointment of Directors which are as under: Criteria for Appointment: A) The proposed Director shall meet all statutory requirements and should: - Possess highest values, ethics and integrity. - Not have any direct or indirect conflict with business operations. - Be willing to devote time and efforts. 21
- Have relevant experience. - Have understanding about corporate functionality. - Understand real value of stakeholders. Process for identification of Directors / Appointment of Directors: - Board Members may suggest any potential person to the Chairman of the Company meeting the above criteria. If the chairman deems fit, recommendation will be made by him to NRC. - Chairman himself can also recommend a person to NRC. - NRC shall process and evaluate the proposal and shall submit their recommendation to Board. - Board shall consider such proposal on merit and decide suitably. Criteria for Performance Evaluation: The Board considered and approved criteria for performance evaluation of itself and that of its committees and individual directors as follow: Criteria for Board Evaluation: - Focus on strategic decisions. - Qualitative discussion and processes. Criteria for Committee Evaluation: - Fulfillment of allotted responsibilities. - Effectiveness of recommendation, meetings. Criteria for Independent and Non Independent Directors evaluation: - Contribution through their experience and expertise. - Focus on Stakeholders interest. 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 Eleven times respectively on 20.04.2016, 30.05.2016, 11.07.2016, 12.08.2016, 17.08.2016, 31.08.2016, 06.10.2016, 21.10.2016, 14.11.2016, 14.02.2017 and 16.03.2017. 22
NOMINATION & REMUNERATION POLICY The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. 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: The Members of the Company in their last Annual General Meeting appointed M/s Sudhir S. Shah & Co. Chartered Accountant, Ahmedabad (FRN 124580W) as statutory auditor of the Company for the term of Five years. The Board of Directors have received proposal and consent from M/s S. D. Mehta & Co., Chartered Accountants, Ahmedabad (FRN. 137193W), holding valid peer review certificate and in respect of whom the Company has received a notice under Section 140(4) of the Act, proposing their appointment in place of M/s Sudhir D Shah & Co, Chartered Accountants, Ahmedabad. Hence the Board of Directors recommend appointment of M/s S. D. Mehta & Co, as Statutory Auditor of the Company for the term of Five Years subject to ratification by the members in every Annual General Meeting. The Auditors report for financial year 2016-17 is self explanatory and forms part of this Annual Report and does not contain any qualification, reservation or adverse remark. 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 2016 17. A Secretarial Audit Report for FY 2016-17 is annexed herewith as Annexure II. There are no adverse observations in the Secretarial Audit Report which call for explanation. AUDIT AND RISK MANAGEMENT: 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. COMPOSITION OF AUDIT COMMITTEE: 23
Name of Director Mr. Ramkaran Hirvey * Mr. Sandeep Jaiswal * Mr. Lavekush Gadiya ** Mr. Ashish Joshi # Mr. Jitendra Joshi # Mr. Chetan Chovatiya # Category of Directorship Chairman - Independent Director Member - Independent Director Member Director Member Director Member Director Member Director * Directors resigned from the Board w. e. f. 21 st October 2016 and hence ceased to be the members of Committee. ** Mr. Lavekush Gadiya ceased to be Director from the Board w. e. f. 14 th November 2016 and hence ceased to be the member of Board. # Directors were appointed on the Board of Company w. e. f. 14 th November 2016. COMPOSITION OF REMUNERATION AND NOMINATION COMMITTEE: The Remuneration and Nomination Committee as on 31.03.2017 is composed of three Directors including Mr. Chetan Chovatiya as Chairman and Mr. Ashish Joshi and Mr. Jiendra Joshi as Members. COMPOSITION OF INVESTOR AND SHAREHOLDER GRIEVANCES COMMITTEE: The Investor and Shareholder Grievances Committee as on 31.03.2017 is composed of three Directors including Mr. Chetan Chovatiya as Chairman and Mr. Ashish Joshi and Mr. Jiendra Joshi as Members. 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 2016-17, 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: 24
The extract of the Annual Return in Form MGT-9 is annexed as Annexure III to this Directors Report and forms part of Annual Report. ALLOTMENT OF SHARES AND CHANGE OF MANAGEMENT. Mr. Ashishbhai Jitendrabhai Joshi and Mr. Chetankumar Chovatiya, earlier during August 2016 had made Open offer for acquiring 20,02,000 Equity Shares of INR 10/- each representing 26% of Paid up Share Capital of the Company to the shareholders of Nishtha Finance and Investment (India) Limited (NFIL) pursuant to Regulation 3 and 4 of SEBI (SAST) Regulations 2011 for acquiring Management of the Company. On receiving approval from the Securities and Exchange Board of India, Mr. Ashishbhai Jitendrabhai Joshi and Mr. Chetankumar Chovatiy have become the new promoters of the Company. During the year, there is no allotment of shares. 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 thereunder. During the financial year 2016-17, the Company has not received any complaints on sexual harassment. H) 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. APPRECIATION AND ACKNOWLEDGMENT The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation. Place: Delhi Date: 05.11.2017 By Order Of The Board For Nishtha Finance and Investment India Limited Sd/- Ashish Joshi Chairman & Managing Director Din: 06894408 25
Annexure I Form No. MR 3 Secretarial Audit Report For the Financial year ended on 31 st March 2017 [Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014] To The Members of Nishtha Finance and Investment India Limited Delhi. We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Nishtha Finance and Investment India Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon. Based on our verification of Nishtha Finance and Investment India Limited s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by Nishtha Finance and Investment India Limited (CIN: L74110DL1983PLC016946) having its Registered Office at 45A First Floor, Main Road, Hasanpur, IP Extension, New Delhi, East Delhi 110092. India for the financial year ended on 31 st March, 2017 according to the provisions of: (i) (ii) (iii) (iv) (v) The Companies Act, 2013 (the Act) and the Rules made there under; The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the Rules made there under; The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; Foreign Exchange Management Act 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. (Not Applicable to the Company during the period of audit.) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; 26
(d) The Securities and Exchange Board of India (Employee Stock option Scheme and Employee Stock Purchase Scheme) Rules 1999. (Not Applicable during the period under review.) (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the Company during Audit Period.) (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - (Not Applicable to the Company during Audit Period); (vi) There were no specific acts were applicable to the Company: We have also examined compliance with following applicable clauses: i) Secretarial Standard issued by Institute of Company Secretaries of India. ii) SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, guidelines, Standards etc. mentioned above. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors except for the term of six months on resignation of old Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were usually sent seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. There were no dissenting views on any matter by the members. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the Company has no specific events / actions having a major bearing on the Company s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. 27
Note: This Report is to be read with Our Letter of even date which is annexed as Annexure A and forms an integral part of this report. PLACE: AHMEDABAD DATE: 01.11.2017 VIRAL RANPURA COMPANY SECRETARIES (ACS 28496) (COP 10361) To The Members of Nishtha Finance and Investment India Limited Delhi. Annexure A to Secretarial Audit Report Our Report of even date is to be read along with this Letter; 1. Maintenance of Secretarial Record is the responsibility of the management of the company. Our responsibility is to express an opinion on Secretarial Records based on our Audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company. 4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of the procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the management has conducted the affairs of the company. PLACE: AHMEDABAD DATE: 01.11.2017 VIRAL RANPURA COMPANY SECRETARIES (ACS 28496) (COP 10361) 28
Annexure III EXTRACT OF ANNUAL RETURN As on the financial year ended 31 st March, 2017 [Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] 1. Registration and other Details: 1) Name of Company Nishtha Finance and Investment India Limited 2) CIN: L65100DL1983PLC016946 3) Date of Incorporation 16.11.1983 4) Category and Sub Category Indian Non Government Company Company Limited by Shares 5) Address of Registered office Nishtha Finance and Investment India Limited 45 A, 1 st Floor, Main Road, Hasanpur, I.P Extension, New Delhi, East 110092, India. (E) nishtha.finvest@gmail.com (W) www.nfandiltd.com 6) Whether listed or not Yes. 7) Name, Address and contact details of Registrar to Issue and Share Transfer Agent 2. Principle Business Activities of the Company: BSE Limited (Scrip Code 531479) Skyline Financial Services Private Limited D 153A, 1 st Floor, Okhla Industrial Area, Phase I, New Delhi 110020. (o) 011 26812682 / 83. Email id: info@skylinerta.com Website: www.skylinerta.om All the business activities contributing 10% or more of the total turnover of the Company are given below: Sr. No. Name and Description of main product or services NIC Code of the Product / Services as per National Product Classification for Service Sectors 2010. % of total turnover of the Company 1 Other Financial Services 66 100% 3. Particulars of Holding Subsidiary and Associate Companies: Sr. No Name of the Company Address of the Company CIN / GLN Holding / Subsidiary / Associate Not Applicable % of shares held Applicable Section 29
4. SHAREHOLDING PATTERN (Equity Share Capital Break up as percentage of total equity) i) Category-wise Share Holding: Category of Shareholder No. of Shares held at the beginning of the year 01.04.2016 No. of Shares held at the beginning of the year 31.03.2017 % Change during the year Demat Physical Total % of total shares Demat Physical Total % of Total Shares % Change during the year. A. PROMOTER AND PROMOTER GROUP 1) INDIAN (a) Individual / HUF 400,000-400,000 5.19 400,000-400,000 5.19 - (b) Central Government - - - (c) State Government (s) - - - (d) Bodies Corporate - - - (e) Financial Institutions / Banks - - - (f) Any Other - - - Sub Total A (1) 400,000-400,000 5.19 400,000-400,000 5.19-2) FOREIGN - - - a) Individuals (NRIs / Foreign Individuals) - - - b) Other individuals - - - c) Bodies Corporate - - - d) Banks / FIs - - - e) Any others - - - Sub Total A (2) - - - - - - - - - Total Shareholding of Promoters A = A(1) + A(2) 400,000-400,000 5.19 400,000-400,000 5.19 - B. PUBLIC SHAREHOLDING 1) INSTITUTIONS - - - a) Mutual Fund - - - b) Banks / Financial Institutions - - - c) State / Central Government - - - d) Venture Capital Funds - - - e) Insurance companies - - - f) Foreign Institutional Investors - - - g) Foreign Venture Capital Investors - - - Sub Total B(1) - - - - - - - - - 2) NON INSTITUTION a) Bodies Corporate - 225,000 225,000 2.92 417,158 225,000 642,158 8.34 185.40 30
b) Individuals - Individual Shareholders holding nominal - 156,000 156,000 2.03 90,996 156,000 246,996 3.21 58.33 share capital up to Rs. 1 Lac - Individual Shareholders holding nominal share capital in excess of Rs. 1 Lac 64,00,000 219,000 66,19,000 85.96 58,71,636 219,000 60,90,636 79.10 (6.62) c) Others - HUF 300,000 0 300,000 3.90 320,100-320,100 4.16 6.70 - Clearing Member - - - - - - - - - - NRI - - - 110-110 0.00 1.00 - Trust - - - Sub Total B (2) - - - Total Public Shareholding B = B(1) + B(2) 67,00,000 600,000 73,00,000 94.80 67,00,000 600,000 73,00,000 94.81 - C. SHARES HELD BY CUSTODIANS FOR ADR - - - - - - - - - / GDR Grand Total (A + B+ C) 71,00,000 600,000 77,00,000 100.00 71,00,000 600,000 77,00,000 100.00 - ii) Share Holding by Promoters: Shareholders Name No. of Shares held at the beginning of the year 01.04.2016 No. shares of % of total shares of the Company % of shares pledged to total shares No. of Shares held at the beginning of the year 31.03.2017 No. shares of % of total shares of the Company % of shares pledged to total shares 1. Snehlata Gadiya 200,000 2.59-200,000 2.59 - NIL 2. Lavekush Gadiya 200,000 2.59-200,000 2.59 - NIL % Change during the year iii) Change in Promoters Shareholding: Sr. No Particulars Shareholding at the beginning of the year Cumulative shareholding during the year No. of shares % of total shares No. of Shares. % of total shares of the Company of the Company. 1 At the beginning of the year 400,000 5.19 400000 5.19 2 Date wise increase or decrease in promoters - - - - shareholding during the year specifying the reason for increase / decrease 3 At the end of the year 400,000 5.19 400,000 5.19 31
iv) Shareholding pattern of Top 10 Shareholders (other than Directors, Promoters and holders of ADR / GDRs) Sr. No Name of Shareholder Date Reason Increase / Decrease in Shareholding Cumulative Shareholding No. of shares % of Nos. of % of total shares of shares shares of the the company company 1 Karishma Avin Agrawal 01.04.2016 Nil Movement 300,000 3.90 300,000 3.90 31.03.2017 300,000 3.90 300,000 3.90 2 Neeraj Agrawal 01.04.2016 Nil Movement 300,000 3.90 300,000 3.90 31.03.2017 300,000 3.90 300,000 3.90 3 Avin Agrawal 01.04.2016 Nil Movement 300,000 3.90 300,000 3.90 31.03.2017 300,000 3.90 300,000 3.90 4 Manohar Lal Anjana 01.04.2016 300,000 3.90 300,000 3.90 17.06.2016 Market Sale (170113) 2.21 129887 1.69 05.08.2016 Market Sale (35000) 0.45 94887 1.23 12.08.2016 Market Sale (15000) 0.20 79887 1.04 17.03.2017 Market Sale (79887) 1.04 NIL NIL 31.03.2017 NIL NIL 5 Udai Lal Anjana 01.04.2016 300,000 3.90 300,000 3.90 17.06.2016 Market Sale (260000) 3.38 40000 09.09.2016 Market Sale (25000) 0.32 15000 16.09.2016 Market Sale (13000) 0.17 2000 17.03.2017 Market Sale (2000) 0.02 NIL NIL 31.03.2017 NIL NIL 6 Sangeeta S Agrawal 01.04.2016 Nil Movement 300,000 3.90 300,000 3.90 31.03.2017 300,000 3.90 300,000 3.90 7 Avin Rajendrakumar Agrawal 01.04.2016 Nil Movement 300,000 3.90 300,000 3.90 31.03.2017 300,000 3.90 300,000 3.90 8 Kishore Bachubhai Mujat 01.04.2016 Nil Movement 270,000 3.51 270,000 3.51 31.03.2017 270,000 3.51 300,000 3.51 32
9 Omprakash Dixit 01.04.2016 Nil Movement 200,000 2.60 200,000 2.60 31.03.2017 200,000 2.60 200,000 2.60 10 Hemaben Rajendrabhai Soni 01.04.2016 NIL NIL 17.06.2016 Market Purchase 200000 2.60 200000 2.60 31.03.2017 200000 2.60 200000 11 Ashishbhai Jitendrabhai Joshi 01.04.2016 - - - - 17.06.2016 Market Purchase 839924 10.91 839924 10.91 24.06.2016 Market Purchase 469353 6.10 1309277 17.00 30.06.2016 Market Purchase 44899 0.58 1354176 17.59 01.07.2016 Market Purchase 31996 0.42 1386172 18.00 10.03.2017 Market Purchase 545000 7.07 1931172 25.08 31.03.2017 1931172 25.08 12 Chetankumar Hirabhai Chovatiays 01.04.2016 - - - - 24.06.2016 Market Purchase 210000 2.73 210000 2.73 30.06.2016 Market Purchase 293252 3.81 503252 6.54 16.09.2016 Market Purchase 60 0.00 503312 6.54 10.03.2017 Market Purchase 500000 6.50 1003312 13.03 31.03.2017 1003312 13.03 v) Shareholding of Directors and Key Managerial Personnel: Sr. No Name of Shareholder Date Reason Increase / Decrease in Shareholding Cumulative Shareholding No. of shares % of Nos. of % of total shares of shares shares of the the company company 1 Ashishbhai Jitendrabhai Joshi 01.04.2016 NIL NIL 17.06.2016 839924 10.91 24.06.2016 469353 6.09 30.06.2016 44899 0.58 01.07.2016 31996 0.41 10.03.2017 545000 7.08 31.03.2017 1931172 25.08 33
2 Chetankumar Haribhai Chovatiya 01.04.2014 NIL NIL 24.06.2016 210000 2.73 30.06.2016 293252 3.81 16.09.2016 60 0.00 10.03.2017 500000 6.49 31.03.2017 1003312 13.03 vi) Indebtedness of the Company including interest outstanding / accrued but not due for payment: Sr. No Particulars of Debt Secured Loans excluding Deposit Unsecured Loans Deposits Total indebtedness 1 Unsecured Loan - 115000-115000 vii) Remuneration of Directors and Key Managerial Personnel: Name of Director Salary Perquisites Commission Total - - - - viii) Penalties / Punishment and Compounding of offences: Type Section of Companies Act Brief Description Details of penalty / punishment/ compounding fees imposed Authority Appeal made, if any. - - - - - - 34
35