NISHTHA FINANCE AND INVESTMENT (INDIA) LIMITED
ANNUAL REPORT
FOR THE YEAR
2018-19
CORPORATE INFORMATION
Registered Office Unit No. 2, Narnarayan Complex, Nr. Navrangpura Cross Road, Navrangpura, Ahmedabad 360009. Email id: [email protected] Website: www.nishthafin.com (O) 079 – 40027017 CIN: L74110GJ1983PLC102253 Statutory Auditors: S. D .Mehta & Co. Chartered Accountants Ahmedabad Bankers: Yes Bank Limited
Corporate office Unit No. 2, Narnarayan Complex, Nr. Navrangpura Cross Road, Navrangpura, Ahmedabad 360009. Email id: [email protected] Website: www.nishthafin.com (O) 079 – 40027017 Registrar and Share Transfer Agent Skyline Financial Services Private Limited 153A, 1st
Phase – I, New Delhi – 110020. Floor, Okhla Industrial Area,
(O) 011 – 26812682 (E) [email protected] (W) www.skylinerta.com
Board of Directors
Ashishbhai Jitendrabhai Joshi CEO & Managing Director Chunilal Vrujlal Chovatiya Director and Chief Financial Officer Chetankumar Haribhai 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
Audit Committee
Bhargavkumar Jaysukhbhai Undhad Chairman Piyush Rameshbhai Bhuva Member Ashishbhai Jitendrabhai Joshi Member
Nomination Remuneration Committee
Jayeshbhai Kantilal Paghdar Chairman Chetankumar Haribhai Chovatiya Member Ashishbhai Jitendrabhai Joshi Member
Stakeholder Relationship Committee
Chetankumar Haribhai Chovatiya Chairman Bhargavkumar Jaysukhbhai Undhad Member Ashishbhai Jitendrabhai Joshi Member
INDEX
Sr. No Report Content
Page No.
1 Notice of Annual General Meeting
1
2 Director Report along with Annexure
13
3 Independent Auditors Report on Standalone Financial Statements
26
4 Standalone Financial Statements
34
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N O T I C E Notice is hereby given that 36th Annual General Meeting of members of Nishtha Finance and Investment (India) Limited (CIN: L74110GJ1983PLC102253) will be held on Monday, 30th
01.
September 2019 at 02:30 pm. at the Registered Office of the Company to transact the following businesses: ORDINARY BUSINESS:
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
Adoption of Audited Financial Statements:
st March 2019, including Audited Balance Sheet as at 31st
02.
March 2019 and the statement of Profit and Loss Account for the year ended on that date along with the reports of Auditors and Directors thereon.
To appoint a Director in place of Mr. Nikul Haribhai Chovatiya (DIN 07614740) whose term as Director is liable to determination by rotation and being eligible offers himself for reappointment.
Appointment of Director liable to retire by rotation:
03.
To appoint a Director in place of Mr. Sanjaybhai Vrujlal Chovatiya (DIN 07614745) whose term as Director is Liable to determination by rotation and being eligible offers himself for reappointment.
Appointment of Director liable to retire by rotation:
For Nishtha Finance and Investment (India)Ltd Sd/-
Ashish Jitendra Joshi Chairman
Date: 03.09.2019 Place: Ahmedabad Reg. office: A/202, 2nd
Floor, Narnarayan Complex, Nr. Navrangpura Bus Stop, Swastik Char Rasta, Navrangpura Ahmedabad, Gujarat-380009, India
NOTES:
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 1st
Joint holder will be permitted to vote.
4. The Register of Members of the company will remain closed from September 25, 2019 to September 30, 2019 (both days inclusive) in connection with ensuing Annual General Meeting for Financial Year 2018-19.
5. 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.
6. 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.
7. 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.
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8. Pursuant to SEBI Circular dated 20th April 2018
vide circular no. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73, all the shareholders of the Company holding shares in physical form are requested to provide and update their respective self certified Copies of PAN and Bank Statement of Active Bank Account to the Issuer Company and / or Registrar and Share Transfer Agent of the Company.
9. Pursuant to SEBI Circular dated 20th April 2018
vide circular no. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73, the Shareholder may please be informed that w. e. f. 31st
March 2019, the shareholders holding shares in Physical form are unable to Sale/transfer their shares in physical form. However, transmission and transposition of Shares shall be permitted in Physical Form. Hence Shareholders are again requested to get their shares demated. For any help / assistance for Demat of shares, shareholder may approach the Registrar and Share Transfer Agent of the Company or the Secretarial Department of the Company.
10. 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.
11. 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.
12. Annual Report for the financial year 2018-19 of the
company has been uploaded on website of the Company http://www.nishthafin.com.
13. 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.
14. 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.
15. 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.
16. 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, 20th
September, 2019.
17. 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. 23.
18. Shri Viral Ranpura, Company Secretary Ahmedabad (Mem. No. 28496) has been appointed as Scrutinizer to scrutinize voting and remote e voting process in fair and transparent manner.
19. 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 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.
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20. 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 http://www.nishthafin.com and on the website of CDSL.
21. 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.
22. Voting process and other instructions regarding
Remote E Voting:
i. The Remote e-voting period shall commence Thursday, 27th September 2019 at 09.00 am and shall end on Sunday, 29th September 2019 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 20th
ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
September 2019, may cast their votes electronically. The e-voting module shall be disabled for voting thereafter.
iii. The shareholders should log on to the e-voting website www.evotingindia.com.
iv. Click on Shareholders / Members. v. Now Enter your User ID
A. For CDSL: 16 digits beneficiary ID, B. For NSDL: 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
vi. Next enter the Image Verification as displayed and Click on Login.
vii. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
viii. If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-
numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) - Members who have not updated their PAN with the Company/Depository Participant are requested to0020use the first two letters of their name and the 8 digits of the sequence
number in the PAN field. - In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
Dividend Bank details or Date of Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both 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 instruction (v).
ix. After entering these details appropriately, click
on “SUBMIT” tab. x. Members holding shares in physical form will
then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter 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.
xi. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
xii. Click on the EVSN 190906079 of “Nishtha Finance and Investment India Limited” on which you choose to vote.
xiii. 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. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xv. 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
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vote, click on “CANCEL” and accordingly modify your vote.
xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xvii. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
xviii. If a demat account holder has forgotten the changed login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
xix. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
xx. Note for Non – Individual Shareholders and
Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian 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 [email protected]. 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 they wish to vote on. The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
xxi. 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 [email protected].
For Nishtha Finance and Investment (India)Ltd
Sd/- Ashish Jitendra Joshi
Chairman Date: 03.09.2019 Place: Ahmedabad
Reg. office: A/202, 2nd
Floor, Narnarayan Complex, Nr. Navrangpura Bus Stop, Swastik Char Rasta,
Navrangpura Ahmedabad, Gujarat-380009, India
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Nishtha Finance and Investment (India) Limited A/202, 2nd
Email id:
Floor, Narnarayan Complex, Nr. Navrangpura Bus Stop, Swastik Char Rasta, Navrangpura Ahmedabad, Gujarat-380009, India
[email protected] Website: http://www.nishthafin.com CIN: L74110GJ1983PLC102253
36th Annual General Meeting – 30th
DP ID:
September, 2019
ATTENDENCE SLIP
This attendance slip duly filled in is to be handed over at the entrance of the meeting hall.
For Demat Shares For physical Shares
Regd. Folio No:
Client ID: Nos. of shares held:
Full Name of the Member attending: ______________________________________________________________________________ Name of the proxy: _________________________________________________________________________________________________ (To be filled in if proxy has been duly deposited with the Company)
I, hereby record my presence at the 36th Annual General Meeting of the company to be held on Monday, 30th September 2019 at 02.30 pm at registered office of the Company. _____________________________________________
(Members’ / Proxy’s signature)
(To be signed at the time of handing over this slip)
*Persons attending the Annual General Meeting are required to bring their Annual Report.
NOTES: (1) Member/ Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and hand it over at the entrance duly signed. (2) Member/ Proxy holder desiring to attend the meeting should bring his/her copy of the Notice and Annual Report for reference at the meeting
EVSN (Electronic Voting Sequence Number)
ELECTRONIC VOTING PARTICULARS
User id *PAN
190906079 Use your DP ID/ Client ID/ Folio No Use your PAN *Members who have not updated their PAN with the Company/ Depository Participant shall use e-voting code printed on the address label on the envelope in the PAN field. For those having email IDs the e-voting code is sent by email.
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Nishtha Finance and Investment (India) Limited A/202, 2nd
Email id:
Floor, Narnarayan Complex, Nr. Navrangpura Bus Stop, Swastik Char Rasta, Navrangpura Ahmedabad, Gujarat-380009, India
[email protected] Website: http://www.nishthafin.com CIN: L74110GJ1983PLC102253
36th Annual General Meeting – 30th
Name:
September, 2019
PROXY FORM
[Pursuant to section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Management and Administration) Rules, 2014]
Name of the member (s): ______________________________________________________________________________________ Registered address: ______________________________________________________________________________________ E-mail Id: ______________________________________________________________________________________ Number of shares held ______________________________Folio No. / Client Id: ________________________________ I/ We, being the member, hold _____________ number of Equity shares of Nishtha Finance and Investment (India) Limited, hereby appoint:
Email id:
Address: Signature:
Or failing him / her
Name: Email id:
Address: Signature:
Or failing him / her
Name: Email id:
Address: Signature:
as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 36th Annual General Meeting of the Company, to be held on the Monday, 30th September 2019 at 02.30 pm at Registered office of the Company and at any adjournment thereof in respect of such resolutions as are indicated in the notice of AGM dated 03th September 2019.
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DIRECTORS’ REPORT
Dear Members, Your Directors herewith present 36th Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st
March, 2019.
During the year under review, the Company has shown notable performance. The extracts of financial results 2018-19 are as under:
SUMMARY OF FINANCIAL RESULTS:
(INR in Lakhs) Particulars Current
Year 18-19
Rs.
Previous Year
17-18 Rs.
Total Income 83.86 83.20 Financial Expenses 2.35 - Depreciation - - Profit / (Loss) Before Taxation 17.16 13.05 Provision for Income Tax 5.06 3.40 Provision for Deferred Tax - - Profit after Taxation 12.09 9.64 Prior Period Adjustment - - Transfer to Special Reserve - - Surplus brought forward 27.11 17.46 Balance Carried to Balance Sheet
39.20 27.11
During the year under review, your Company has earned revenue from operations amounting to Rs. 83.83 lakhs as compared to Rs. 83.20 lakhs in the previous financial year and registered the net profit after tax for the financial year 2018-19 is Rs. 12.09 lakhs as compared to Rs. 9.64 Lacs for FY 2017 18.
STATE OF COMPANY AFFAIRS:
The Company works as Channel Partner in Power Projects with various power generation Company. During the year 2018 19, Company received Commission income from Vadodara based 135 KV power plant. The Directors of the Company are hopeful to shake the hands with power generation companies in the years to come. DIVIDENDCompany has managed to earn notable profit during the year. However considering the future requirements for funds, Company wish to conserve the funds and hence do not recommend any Dividend.
:
RESERVES:
The Board of Directors do not propose to transfer any amount to Reserves Account.
As stipulated in Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report forms part of this Annual Report as Annexure I.
MANAGEMENT DISCUSSION AND ANALYSIS
During the year, Company has not accepted any Deposits or long term borrowings from any person except unsecured Inter Corporate Loans and loan from Directors.
DEPOSITS AND LONG TERM BORROWINGS:
Earlier, On 16th
The present Directors are unable to opine as to nature of such unauthorized financial transaction.
March 2017 (FY2016 17), the previous Promoters of the Company, who were in management and control of the Company, even after their cessation as Directors the Company, have made unauthorized use of Bank Account opened and maintained by them with Axis Bank, without the knowledge and intimation to the present Management and Directors of the Company and hence the same is not accounted for by the present Management.
Hence, with regard to any such unauthorized financial transactions of any nature, which have taken place to and from the said axis bank account maintained and operated by the old management of the Company, the present Directors are not responsible in any way to any other person.
During the year, Company has entered in to related party transactions pursuant to provisions of Section 188 of Companies Act 2013. In that regard, disclosures under section 134(3) of Companies Act 2013 read with Rule 8(2) of the Company (Accounts) Rules 2014 is given in prescribed Form AOC 2 as Annexure II to this Directors Report. All the transactions have been made arm’s length price.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The policy on Related Party Transactions as approved by the Board is available on the website of the Company and can be accessed through the web link http://www.nishthafin.com policies. All contracts/arrangements/transactions entered by the Company during the year under review with the related parties were in the ordinary course of business and on an arm’s length basis.
In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial Statements for FY 2018-19, the Board of Directors states that:
DIRECTORS’ RESPONSIBILITY STATEMENT:
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a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2019 and of the profits for the year ended 31st
March, 2019;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Adequate internal financial controls have been laid down by the Company with reference its Financial statements and to safeguard and protect its assets as well as to improve the overall productivity of its operations. The management is committed to ensure an effective internal control environment, commensurate with the size and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws, regulations and protection of resources and assets.
INTERNAL FINANCIAL CONTROLS:
Company does not have any subsidiary companies. Company has not made any investment in Joint Venture. Company does not have any associate Company.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:
At present the Company does not carry on any manufacturing operations. However the management
of the Company accords the highest priority to health, environment and safety. The Company takes at most care for the employees and ensures compliance with the applicable rules and regulation applicable to the Company.
ENVIRONMENT, HEALTH AND SAFETY (EHS)
Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is made applicable to only those companies whose paid up equity share capital exceeds Rupees Ten Crore or Net Worth exceeds Rupees Twenty Five Crores, as on the last day of the previous financial year. Hence Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.
CORPORATE GOVERNANCE
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.
CORPORATE SOCIAL RESPONSIBILITY:
At present the Board of Directors consists of following Directors:
DIRECTORS AND KEY MANAGARIAL PERSONNEL:
Sr. No
Name of Director Designation
1 Ashish Jitendra Joshi Managing Director & CEO
2 Chetankumar Haribhai Chovatiya
Director
3 Chunilal Vrajlal Chovatiya
Director & CFO
4 Miraben Chetankumar Chovatiya
Non Executive Non Independent Director
5 Nikul Haribhai Chovatiya
Non Executive Non Independent Director
6 Sanjaybhai Vrujlal Chovatiya
Non Executive Non Independent Director
7 Bhargavkumar Undhad
Non Executive Independent Director
8 Piyush Bhuva Non Executive Independent Director
9 Jayeshbhai Paghdar Non Executive Independent Director
* Mr. Jitendra Joshi resigned from the Board w. e. f. 01.08.2018. * Mr. Rakesh Savani resigned from the Board w. e f. 05.09.2018
During the year, no Director was appointed on the Board. There are no Directors on the Board whose term expires at this ensuing Annual General Meeting
APPOINTMENT AND RESIGNATION:
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and hence the Board does not recommend any Reappointment of Directors.
Mr. Nikul Chovatiya and Mr. Sanjay Chovatiya, are the Directors liable to retire by rotation and as eligible, they have offered themselves for reappointment.
DIRECTORS RETIRING BY ROTATION:
Brief profile of Directors being reappointed pursuant to Regulation 36(3) of SEBI (LODR) Regulation 2015:
Name Nikul Chovatiya Sanjay Chovatiya
Age 38 38
Brief Resume Nikul Chovatiya is Science Graduate with sound technical experience of 5 years in Power Sector,
Sanjay Chovatiya Science Graduate with sound technical experience of 5 years in Power Sector,
Date of First Appointment
06.10.2016 06.10.2016
Directorship held in other Companies
Addin Power Limited
Nikins Renewable Energy Pvt. Ltd
NIL
Membership or Chairmanship of other Companies
NIL. NIL
Inter-se Relationship with Director
Brother of existing Director Chetankumar Chovatiya.
Brother of existing Director Chunilal Vrujlal Chovatiya,
Shareholding in Company
60 Shares NIL
Following Directors have resigned from the Board during the year.
RESIGNATION:
Sr. No
Name DOR Reason for Resignation
1 Jitendra Joshi 01.08.2018 Illness
2 Rakesh Savani 05.09.2018 Pre occupation.
Pursuant to provisions of section 149(6) of Companies Act 2013, the Company has received declaration from Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of erstwhile Listing Agreement, now SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
DECLARATION BY INDEPENDENT DIRECTORS:
In the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified in the Act and the Listing Regulations and are independent of the Management of the Company. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
:
Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The Nomination and Remuneration Committee (NRC) has approved the policy on “Directors Appointment and their Remuneration.”. The policy is available on the website of the Company and can be accessed at http://www.nishthafin.com. The salient features of policy are summarized hereunder:
- The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company’s Policy.
- A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.
- The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy five years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.
- The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.
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- The Remuneration/ Commission etc. to be
paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
- The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
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.
MANNER OF EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board meets at regular interval with gap between two meetings not exceeding 120 days. Additional meetings are held as and when necessary.
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, the Board met Ten times respectively on 23.05.2018, 30.05.2018, 16.06.2018, 14.08.2018, 24.08.2018, 04.09.2018, 05.11.2018, 22.11.2018, 12.01.2019, 13.02.2019.
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.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
AUDITORS:
S. D Mehta & Co, Chartered Accountants, Ahmedabad (FRN 137193W) were appointed as statutory auditors of the Company for the term of 5 years to hold the office till the conclusion of the 39
STATUTORY AUDITORS:
th
Annual General Meeting of the Company.
The Auditors’ report for financial year 2018 19 has been issued with modified opinion by the statutory auditors as under:
“We are unable to opine the nature of transactions and true and fair view of transactions which have taken place in the above bank account and not recorded in the books of accounts of the company by the present management. As such we are unable to express our opinion on true and fair view of banking transaction that have taken place in the above account during the year under report.”
On 16
Management Comment against Auditor observation:
th
The present Directors are unable to opine as to nature of such unauthorized financial transaction.
March 2017 (FY2016 17), the previous Promoters of the Company, who were in management and control of the Company, even after their cessation as Directors the Company, have made unauthorized use of Bank Account opened and maintained by them with Axis Bank, without the knowledge and intimation to the present Management and Directors of the Company and hence the same is not accounted for by the present Management.
Hence, with regard to any such unauthorized financial transactions of any nature, which have taken place to and from the said axis bank account maintained and operated by the old management of the Company, the present Directors are not responsible in any way to any other person. The present Management of the Company has already initiated legal actions against the Wrong doers by serving them legal notice on 16th
October 2017 and also against the Axis Bank Limited for allowing such unauthorized use of Bank Account, even after serving notice of Bank Account closure in advance.
Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors has appointed Mr. Viral Ranpura, Company Secretary, as Secretarial Auditors of the Company for FY 2018 19.
SECRETARIAL AUDITORS:
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A Secretarial Audit Report for FY 2018 19 is annexed herewith as Annexure III. There are no adverse observations in the Secretarial Audit Report which call for explanation except as under:
The Company is not required to maintain Cost Records under Section 148 of Companies Act 2013.
COST AUDITOR
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards as amended from time to time.
A. COMMITTEE COMPOSITION;
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:
The Audit and Risk Management Committee as on 31.03.2019 is composed of three Directors.
Name of Director Category of
Directorship Bhargavkumar Undhad Chairman-ID Piyush Bhuva Member – ID Ashishbhai Joshi Member – MD
B.
The Remuneration and Nomination Committee as on 31.03.2019 is composed of three Directors.
COMPOSITION OF REMUNERATION AND NOMINATION COMMITTEE:
Name of Director Category of
Directorship Jayesh Paghdar Chairman – ID Chetankumar Chovatiya Member – ID Ashishbhai Joshi Member – MD
C.
The Investor and Shareholder Grievances Committee as on 31.03.2018 is composed of three Directors.
COMPOSITION OF INVESTOR AND SHAREHOLDER GRIEVANCES COMMITTEE:
Name of Director Category of
Directorship Chetankumar Chovatiya Chairman–
Director Bhargavkumar Undhad Member – ID
Ashishbhai Joshi Member – MD
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.
VIGIL MECHANISM:
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
RISK MANAGEMENT POLICY:
necessary.
During the financial year 2018 19, Company has not undertaken any manufacturing operations. Company has neither earned nor spent anything in foreign currency. Hence no disclosure is required under this head pursuant to Companies (Accounts) Rules 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:
The extract of the Annual Return in prescribed Form MGT-9 is annexed as Annexure IV to this Directors’ Report and forms part of Annual Report and the same is also made available on the website of the Company
THE EXTRACTS OF ANNUAL RETURN:
http://www.nishthafin.com.
During the year, there is no Change in the Share Capital of the Company.
SHARE CAPITAL
The Board of Directors and Members of the Company in their respective meeting have accorded necessary approval for issue of Convertible Warrants to Promoter and Non Promoters. However the same have not been executed during the year.
During the year under review, there is no change in the nature of business of the Company.
CHANGE IN NATURE OF BUSINESS
During the year, there is no change in the management of the Company.
CHANGE OF MANAGEMENT
PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY
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Particulars of loans given, investments made, and guarantees given are provided in the financial statements and forms part of Annual Report for FY 2018 19.
PROVIDED
There are no material changes and commitment, affecting the financial position of Company which has occurred between the end of financial year of the Company to which the financial statements relate and the date of this report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
The Company is not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for payment.
TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND:
There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Company’s operation in future.
DETAILS OF MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
PROHIBITION AND REDRESSAL) ACT, 2013:
During the financial year 2018-19, the Company has not received any complaints on sexual harassment.
Your Directors wish to thank all stakeholders, employees and business partners, Company’s bankers and business associates for their continued support and valuable cooperation. The Directors also wish to
express their gratitude to investors for the faith that they continue to repose in the Company.
APPRECIATION AND ACKNOWLEDGMENT
For and on behalf of the Board of Directors Ashish Joshi Chunilal Chovatiya Managing Director Director Din: 06894408 DIN: 07549602 Place: Ahmedabad Date: 03.09.2018
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Annexure to Director’s Report - Annexure I Management Discussion And Analysis Report
Economy overview: During the Financial Year 2017-18, India has emerged as the fastest growing major economy in the world as per the Central Statistics Organisation (CSO) and International Monetary Fund (IMF) and it is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships. India’s GDP is estimated to have increased 6.6 per cent in 2017-18 and is expected to grow 7.3 per cent in 2018-19. India has the fifth largest power generation capacity in the world. The country ranks third globally in terms of electricity production. In May 2018, India ranked 4th in the Asia Pacific region out of 25 nations on an index that measures their overall power. Electricity production in India reached 1,201.543 Billion Units (BU) during FY18.
Renewable energy is fast emerging as a major source of power in India. The Government of India has set a target to achieve 175 GW installed capacity of renewable energy by FY22. Wind energy is the largest source of renewable energy in India, accounting for 49.33 per cent of total installed capacity (69.02 GW). There are plans to double wind power generation capacity to 60 GW by 2022. India has also raised the solar power generation capacity addition target by five times to 100 GW by 2022.
The Union Government of India is preparing a 'rent a roof' policy for supporting its target of generating 40 gigawatts (GW) of power through solar rooftop projects by 2022. All the states and union territories of India are on board to fulfil the Government of India's vision of ensuring 24x7 affordable and quality power for all by March 2019. Over 280 million LED bulbs were distributed to consumers in India by Energy Efficiency Services Limited (EESL) under Unnati Jyoti by Affordable LEDs for All (UJALA).
The Government of India has been supportive to growth in the power sector. The Cabinet Committee on Economic Affairs (CCEA) has approved commercial coal mining for private sector and the methodology of allocating coal mines via auction and allotment, thereby prioritising transparency, ease of doing business and ensuring the use of natural resources for national development. The Government of India is planning to invite bids for the largest solar tender in the world, for installing 20 gigawatts (GW) of solar power capacity, to give a boost to manufacturing of solar power equipment in India.
- With electricity production of 1,201.543 BU in India in FY18, the country witnessed growth of around 55.72 per cent over the previous fiscal year.
Industry Structure:
- Over FY10–FY18, electricity production in India grew at a CAGR of 5.69 per cent.
- In March 2017, the Power Ministry has launched an application named - GARV-II, to provide real time data related to rural electrification regarding all un-electrified villages in India. A total of 17,164 villages out of 18,452 un-electrified villages in India have been electrified up to March 2018 as part of the target to electrify all villages by May 1, 2018.
1. Clearer political signals about the priorities and objectives can create transparent regulatory framework for efficient long-term energy supply.
Opportunity and Threats: Opportunity:
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2. Utilization of available energy saving potential will reduce the growth rate of energy demand and generating capacities;
3. Economically justified larger contribution of available indigenous and renewable energy resources will reduce dependence on imported fuel.
4. Existing infrastructure and experience are supportive for construction of new nuclear power plant.
5. Timely introduction of new energy sources and technologies.
6. Potential interest of market participants to develop and invest in the electricity market;
7. Improve distribution infrastructure through central schemes.
8. Renovation, modernization, up-rating and life extension of old thermal and hydro power plants.
Threats
1. Insufficient interconnection capacities with central and state electricity markets.
2. Insufficient technical quality of transmission and distribution systems.
3. Weak and non-transparent price signals for investments into new generation capacities.
4. Lack of optimum utilization of the existing generation capacity.
5. Inadequate inter-regional transmission links. 6. Huge T&D losses (theft) and skewed tariff
structure, making SEBs unviable. 7. Inadequate and ageing sub-transmission &
distribution network leading to power cuts and local failures/faults
8. Slow pace of rural electrification. 9. Lack of necessary infrastructure to transport and
store fuel, high cost risk involved in transporting fuel
Segment / Product wise Performance: Company has stepped in the Business of Power Projects. During the FY 2018 19, Company has initiated its activities by way of Power Project consulting and intermediation for consideration of Commission. Company has entered into Channel Partner Agreement with Addin Power Limited being emerging Power generation Company in the State of Gujarat.
In the years to come, Management of the Company is also hopeful to shake the hands with other power
generation companies also to expand its operations.
Outlook Addin Power Limited of which the Company is channel partner, is likely to set up a huge power plant in the state of Gujarat. The Power plant is likely to commence its operations by 2020. In such case, Company would have a big opportunity of generating revenue.
Risks and concerns:
The present Business activity of the Company is based on power generation companies. The power generation projects are Capital intensive. Lack of capital investment or fund sources for power generation Company is the major concern especially when the country is passing through major economic downfall.
Company wish to expand power generation business. However blocked funds of the Company in the form of loans advanced by earlier management is a major concern. Company is awaiting recovery of such loans advanced earlier for expanding its business Internal Control System and their adequacy: The Company’s Internal Control System is commensurate with its size and its nature of operations. It has well documented system of adequate Internal Controls aimed at achieving efficiency in operations, optimum utilisation of resources and compliance with all applicable laws and regulations. Independent firms of Chartered Accountants, out of big 4, are appointed as Internal Auditors of the Company. The key observations and recommendations following such internal audit and follow up actions for improvement of the business operations and their implementation are reviewed and monitored by the Audit and Risk Management Committee on a quarterly basis. Financial performance with respect to perational performance. Company has stepped in to the new line of business during 2017. As of now, Company has not invested any amount in the form investment. However, at the initial stage, Company has entered into Channel Partner Agreement with power generation Companies. During the year 2018 19, Company has received aggregate revenue of Rs. 15.04 lakhs in the form of channel partner remuneration. The Net Profit of the Company also increased by almost 25%.
Cautionary Statement: Certain statements in the Management Discussion and Analysis describing the Company’s analysis and interpretations are forward-looking. Actual results may vary from those expressed or implied. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events.
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Annexure to Director’s Report - Annexure II Particulars of Contracts or Arrangement with Related Parties
Form No. AOC 2 (Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Regulation 34(3) Read with Para A of Schedule V of SEBI (LODR) Regulations 2015. Disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in Sub-Section (1) of Section 188 of the
Companies Act, 2013 under third proviso thereto at
Sr.
Arm’s Length basis During the F.Y. 2018-19, Company has entered into following related party transactions at Arm’s length basis:
Name of Related Party and nature of Relationship
Nature of Contract /arrangements / transactions
Duration of Contracts / arrangements/ transactions
Salient terms of the Contract.
Justification for entering into such contract / arrangement /transaction.
Date of approval by the Board / Audit Committee
Amount paid as Advance if any.
Date of General meeting in which Ordinary resolution was passed
1 Ashish Joshi Key Managarial Personnel
Rent Expenses
1 Year Rent Payment for Registered office premises.
Director owns good specious office in prime location of Ahmedabad.
23.05.2018 Not Applicable
Not Applicable
2 Addin Power Ltd. Company whose promoters are the controlling individuals of the reporting entity.
Commission Income
1 Year
Power Project intermediation Services
The core team of Company has good skill to implement power projects.
23.05.2018 Not Applicable Not Applicable
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Annexure to Director’s Report - Annexure III
Form No. MR – 3 Secretarial Audit Report
For the Financial year ended on 31st March 2019 [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 Ahmedabad 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 31st March, 2019 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: L74110GJ1983PLC102253) having its Registered Office at A/202, 2nd Floor, Narnarayan Complex, Nr. Navrangpura Bus Stop, Swastik Char Rasta, Navrangpura, Ahmedabad ,Gujarat- 380009,India for the financial year ended on 31st
(i) The Companies Act, 2013 (the Act) and the Rules made there under except:
March, 2019 according to the provisions of:
(ii) The Securities Contracts (Regulation) Act, 1956
(‘SCRA’) and the Rules made there under; (iii) The Depositories Act, 1996 and the Regulations and
Bye-laws framed there under;
(iv) 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.)
(v) 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;
(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 (Not Applicable to the Company during Audit Period);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - (Not Applicable to the Company during Audit Period);
(i) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
(vi) There were no specific acts applicable to the Company:
We have also examined compliance with Secretarial Standard issued by Institute of Company Secretaries of India. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, guidelines, Standards. We further report that:
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The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and 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 following specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. 1. Approval received from members in General Meeting
for issue of Convertible Warrants to Promoters and Non Promoters, however the resolution could not be executed by the Board of Directors.
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.
VIRAL RANPURA COMPANY SECRETARY
(ACS 28496) (COP 10361) Date: 03.09.2019 Place: Ahmedabad
Annexure A to Secretarial Audit Report To The Members of Nishtha Finance and Investment India Limited Ahmedabad. 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.
VIRAL RANPURA COMPANY SECRETARY
(ACS 28496) (COP 10361) Date: 03.09.2019 Place: Ahmedabad
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Annexure to Director’s Report - Annexure IV EXTRACT OF ANNUAL RETURN
As on the financial year ended 31st
1.
March, 2019 [Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
Registration and other Details:
1) Name of Company Nishtha Finance and Investment India Limited 2) CIN: L74110GJ1983PLC102253 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
A/202, 2nd Floor, Narnarayan Complex, Nr. Navrangpura Bus Stop, Swastik Char Rasta, Navrangpura Ahmedabad Ahmedabad, Gujarat- 380009 India. (E) [email protected] (W) www.nfandiltd.com (O) 079 4002 7017
6) Whether listed or not Yes. BSE Limited (Scrip Code 539311)
7) Name, Address and contact details of Registrar to Issue and Share Transfer Agent
Skyline Financial Services Private Limited D 153A, 1st
Email id:
Floor, Okhla Industrial Area, Phase – I, New Delhi – 110020. (o) 011 26812682 / 83.
[email protected] Website: www.skylinerta.om
2.
All the business activities contributing 10% or more of the total turnover of the Company are given below:
Principle Business Activities of the Company:
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 Power Generation by Solar Energy (Commission Income)
35105 23.66
2 Other financial service activities, except insurance and pension funding activities, n.e.c.
64990 76.34
3. Particulars of Holding Subsidiary and Associate Companies:
Sr. No Name of the Company
Address of the Company
CIN / GLN Holding / Subsidiary / Associate
% of shares held
Applicable Section
Not Applicable
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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
01.04.2018 No. of Shares held at the beginning of the year
31.03.2019 % Change
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 33,34,484 - 33,34,484 43.30 33,34,484 - 33,34,484 43.30 733.62 (b) Central Government - - - (c) State Government (s) - - - (d) Bodies Corporate - - - (e) Financial Institutions / Banks - - - (f) Any Other - - - Sub – Total A (1) 33,34,484 - 33,34,484 43.30 33,34,484 - 33,34,484 43.30 733.62 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)
33,34,484 - 33,34,484 43.30 33,34,484 - 33,34,484 43.30 733.62
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 327,838 225,000 552,838 7.18 382,688 - 382,688 4.97 (2.21)
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b) Individuals - Individual Shareholders holding nominal
share capital up to Rs. 1 Lac 107,220 156,000
263,220
3.42 102,841 156,000
258,841
3.36 0.04
- Individual Shareholders holding nominal share capital in excess of Rs. 1 Lac
33,22,392 219,000
35,41,392 45.99 32,78,976 444,000
37,22,976 48.35 2.26
c) Others - HUF 411 - 411 0.01 1011 - 1011 0.01 0.00 - Clearing Member 7655 - 7655 0.10 - - - - -0.10 - NRI - - - - - - - - - - Trust - - - - - - - - - Sub Total B (2) Total Public Shareholding B = B(1) + B(2) 37,65,516 600,000 43,65,516 94.81 37,65,516 600,000 43,65,516 56.70 0.00 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 of Promoters :
Shareholders’ Name No. of Shares held at the beginning of the
year 01.04.2018 No. of Shares held at the end of the year
31.03.2019 % Change
No. of shares
% of total shares of the Company
% of shares pledged to total shares
No. of shares
% of total shares of the Company
% of shares pledged to total shares
Ashishbhai Jitendrabhai Joshi 21,31,172 27.68 - 21,31,172 27.68 - 0.00 Chetankumar Haribhai Chovatiya 12,03,312 15.63 - 12,03,312 15.63 - 0.00
iii) Change in Promoters’ Shareholding :
Sr. No Particulars Shareholding at the beginning of the
year Cumulative shareholding during the
year I No. of shares Ashish Jitendrabhai Joshi % of total shares of
the Company No. of Shares. % of total shares of
the Company. 1 At the beginning of the year 21,31,172 27.68 21,31,172 27.68 At the end of the year 21,31,172 27.68
II No. of shares Chetankumar Chovatiya % of total shares of the Company
No. of Shares. % of total shares of the Company.
1 At the beginning of the year 12,03,312 15.63 12,03,312 15.63 At the end of the year 12,03,312 15.63
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iv) Shareholding pattern of Top 10 Shareholders (other than Directors, Promoters and holders of ADR / GDRs) v) Sr. No
Name of Shareholder Date Reason Increase / Decrease in Shareholding
Cumulative Shareholding
No. of shares % of shares of the company
Nos. of shares % of total shares of the company
1 Globe Capital Limited At the beginning of the year 0 0.00 04.05.2018 Purchase 275000 275000 3.57 09.11.2018 Sale -152037 122963 1.60 At the end of the year 122963 1.60 2 Bhansali Value Creations Private Limited At the beginning of the year 275700 3.58 06.04.2018 Purchase 6000 281700 3.66 04.05.2018 Sale -275000 6700 0.09 11.05.2018 Sale -6000 700 0.01 01.06.2018 Purchase 275000 275700 3.58 29.06.2018 Sale -275000 700 0.01 12.10.2018 Sale -700 0 0.00 At the end of the year 0 0.00 3 Shivprakash Dixit At the beginning of the year 200000 2.60 At the end of the year 200000 2.60 4 Harjivanbhai Chaganbhai Patel At the beginning of the year 150000 1.95 At the end of the year 150000 1.95 5 Rajendrabhai Ramanlal Soni At the beginning of the year 200000 2.60 At the end of the year 200000 2.60 6 Poonam Karla At the beginning of the year 200000 2.60 At the end of the year 200000 2.60
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7 Godhar Rajendra Gangaram At the beginning of the year 0 0.00 26.10.2018 Purchase 140370 140370 1.82 02.11.2018 Purchase 25000 165370 2.15 At the end of the year 165370 2.15 8 Hemaben Rajendrabhai Soni At the beginning of the year 200000 2.60 At the end of the year 200000 2.60 9 Desai Mahesh At the beginning of the year 0 0.00 26.10.2018 Purchase 98580 98580 1.28 Purchase 30100 128680 1.67 Purchase 4053 132733 1.72 At the end of the year 132733 1.72 10 Mayank Harjivanbhai Rupala At the beginning of the year 150000 1.95 At the beginning of the year 150000 1.95 11 Dheeraj Karda At the beginning of the year 175000 2.27 At the beginning of the year 175000 2.27 12 Sanjaykumar Vinodbhai Rathod At the beginning of the year 187375 2.43 24.08.2018 Sale -187375 0 0.00 At the end of the year 0 0.00 13 Kamlesh Mottybhai Patel At the beginning of the year 156736 2.04 24.08.2018 Sale -156736 0 0.00 14 Nimesh Ganpatbhai Parmar At the beginning of the year 181500 2.36 11.05.2018 Purchase 6000 187500 2.44 Sale -187500 0 0.00 At the end of the year 0 0.00
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15 Mayur Maheshkumar Panchal At the beginning of the year 190000 2.47 26.10.2018 Sale -102000 88000 1.14 At the end of the year 88000 1.14 At the end of the year
vi) Shareholding of Directors and Key Managerial Personnel:
Sr. No
Name of Shareholder Date Reason Increase / Decrease in Shareholding
Cumulative Shareholding
No. of shares % of shares of the company
Nos. of shares % of total shares of the company
1 Ashishbhai Jitendrabhai Joshi 01.04.2018 21,31,172 27.68 31.03.2018 21,31,172 27.68 2 Chetankumar Haribhai Chovatiya 01.04.2018 12,03,312 15.63 31.03.2019 12,03,312 15.63 3 Nikul Haribhai Chovatiya 01.04.2018 - - 60 0.00 31.03.2019 No Change 60 0.00 4 Miraben Cheankumar Chovatiya 01.04.2018 - - 31.03.2019 No Change 100 0.00 5 Chunilal Vrujlal Chovatiya 01.04.2018 No Change - - 31.03.2019 60 0.00
vii) 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 - 35,67,479 - 35,67,479
25 | P a g e
REMUNERATION
a) Managing Director / Whole Time Director and / or Manager / others Director
.
Sr. No Particulars of Remuneration Name of WTD/ MD/ Director Total Amount 1 Gross Salary - - (a) Salary as per provisions contained in section 17(1) of the
Income-tax Act, 1961 - -
b)
Remuneration to other Directors:
Sr. No.
Particulars of Remuneration Name of other Directors Total Amount
1 Gross Salary - - (a) Salary as per provisions contained in section 17(1) of the Income-tax
Act, 1961 - -
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - -
c)
Remuneration to KMP other than MD / Manager / WTD:
Sr. No
Particulars of Remuneration Name of KMP Total Amount (Gross)
1 Gross Salary (a) Salary as per provisions contained in section 17(1) of the
Income-tax Act, 1961 Mr. Hinal Patel Company Secretary
96,000
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.
- - - - - -
AUDITOR’S REPORT
.
Nishtha Finance and Investment (India) Limited
Address: A/202, 2ND Floor Narnarayan Complex Nr. Navrangpura Bus Stop, Swastik Charrasta Navarangpura, Ahmedabad ‐ 380009
AUDITOR’S REPORT For Year Ended 31.03.2019
AUDITORS :____________________ S. D. Mehta & Co. (Chartered Accountants) 16‐A, Ghanshyam Avenue, Near C. U. Shah College, Sattar Taluka Society, Income Tax, Ahmedabad ‐ 380014.
26
Independent Auditors’ Report To the Members of, Nishtha Finance and Investment (India) Limited 1. Opinion
We have audited the accompanying Ind AS financial statements of Nishtha Finance and Investment (India) Limited which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (Including Other Comprehensive Income), the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. . In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date. Basis of Opinion We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
2. Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in the section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; 27
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
3. Auditor’s Responsibility for the Financial Statements
Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedure that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentations of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
4. Opinion
In our opinion and to the best of our information and according to the explanations given to us, and subject to note no. 4 of the notes to the Ind AS financial statements, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.
5. Report on Other Legal and Regulatory Requirements
i. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section (11) of section 143 of the Companies Act,2015 we give in the “Annexure‐A” a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.
ii. As required by section 143(3) of the Act, we report that:
28
a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b. In our opinion proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books
c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid financial statements comply with the Indian Accounting
Standards specified under section 133 of the Act, read with the Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the directors as on March 31,
2019, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019, from being appointed as a director in terms of section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and
g. With respect to the other matters to be included in the Auditor’s Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordance to the explanation given to us: i. The company does not have any pending litigations which would impact its financial position.
ii. The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
For, S. D. Mehta & Co. Chartered Accountants
(Registration No. 137193W) Date: 29th May, 2019 Place: Ahmedabad
Shaishav Mehta Partner
M. No. : 032891
29
Annexure‐A to Independent Auditors’ Report Referred to in Paragraph 5(i) under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date.
1. In respect of Fixed Assets(Including Capital work in progress) The Company does not own or lease any fixed assets. As such, reporting requirements under this para are not applicable for the reporting period.
2. The Company has not granted loans to parties covered in the Register maintained under
Section 189 of the Companies Act, 2013. As such reporting requirements under this para are not applicable for the reporting period.
3. In respect of loan, the provisions of section 185 and 186 have been complied with. There are no loans to directors; there are no investments, guarantees and securities requiring compliance u/s 186 of the Companies Act, 2013.
4. During the year, the company has not accepted any deposits from public.
5. Company is not required to maintain cost records pursuant to section 148 (1) of the Companies Act, 2013.
6. In respect of Statutory Dues:
a. According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Income Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no undisputed dues, payable in respect of above as at 31st March, 2019 for a period of more than six months from the date on which they became payable.
b. According to the information and explanations given to us and on the basis of our
examination of books of account and record, No disputed dues were outstanding as on 31/03/2019.
7. As the Company has not availed any term loan the question of purpose and application does
not arise.
8. No money has been raised by way of initial public offer or further public offer (Including Debt Instrument).
9. To the best of our knowledge and according to the information and explanations given to us, no
material fraud on or by the Company has been noticed or reported during the year.
10. The Company has not paid or provided managerial remuneration under section 197 of the Companies Act, 2013 and hence, the provision of paragraph 3(xi) of the Order is not applicable to the Company.
11. The company is not a Nidhi company. As such The Nidhi rules, 2014 are not applicable. 30
12. All transactions with the related parties are in compliance with the sections 177 and 188 of
Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by applicable accounting standards.
13. The company has not made any preferential allotment or Private placement of shares of fully or partly convertible debentures during the year under review.
14. The company has not entered into any non cash transactions with directors or persons
connected with it.
15. Company is not required to be registered u/s. 45‐IA of the Reserve Bank of India Act, 1934.
For, S. D. Mehta & Co. Chartered Accountants
(Registration No. 137193W) Date: 29th May, 2019 Place: Ahmedabad
Shaishav Mehta Partner
M.No.: 032891
31
Annexure‐B to Independent Auditors’ Report Report on the Internal Financial Controls under Clause (i) of Sub‐section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Nishtha Finance and Investment (India) Limited (“the Company”) as of 31 March 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. 32
Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For, S. D. Mehta & Co. Chartered Accountants
(Registration No. 137193W) Date: 29th May, 2019 Place: Ahmedabad
Shaishav Mehta Partner
M.No.: 032891
33
Particulars Note no.
ASSETS(1) Non‐current assets(a) Property, Plant & Equipment(b) Capital work‐in‐progress(c) Investment Property(d) Goodwill(e) Other Intangible Assets(f) Intangible Assets under development(g) Biological Assets other than bearer plants(h) Financial Assets : (i) Investments 4.01 74,000 74,000 (ii) Trade receivables (iii) Loans and advances 4.02 6,86,25,264 7,58,52,415 (iv) Others (to be specified)(i) Deferred tax assets (net)(j) Other non‐current assets 4.03 ‐ 2,60,097
6,86,99,264 7,61,86,512
(2) Current assets(a) Inventories ‐ ‐ (b) Financial Assets : (i) Investments (ii) Trade receivables 4.04 17,13,473 14,601 (iii) Cash and cash equivalents 4.05 7,443 1,62,702 (iv) Bank balances other than (iii) above (v) Loans and advances 4.06 1,62,33,625 65,53,233 (vi) Others (to be specified)(c) Current Tax Assets (Net)(d) Other current assets 4.07 3,30,114 2,29,867
1,82,84,655 69,60,403
Total Assets 8,69,83,919 8,31,46,915
I. EQUITY AND LIABILITIES
Equity(a) Equity Share capital 4.08 7,70,00,000 7,70,00,000 (b) Other Equity 4.09 39,19,988 27,10,716
8,09,19,988 7,97,10,716 LIABILITIES(1) Non‐Current Liabilities(a) Financial Liabilities (i) Borrowings 4.10 35,67,479 13,32,430 (ii) Trade Payables (iii) Other financial liabilities (other than those specified in item (b), to be specified(b) Provisions(c ) Deferred tax liabilities (Net)(d) Other non‐current liabilities
(2) Current Liabilities(a) Financial Liabilities (i) Borrowings (ii) Trade payables 4.11 19,14,388 15,33,473 (iii) Other financial liabilities (other than those specified in item (c)(b) Other current liabilities 4.12 52,232 2,30,296 (c) Provisons 4.13 5,29,832 3,40,000 (d) Current Tax Liabilities (Net)
60,63,931 34,36,199
Total Equity and Liabilities 8,69,83,919 8,31,46,915
Notes to Financial StatementsSignificant Acounting Policies 2
For, S. D. Mehta & Co.Chartered AccountantsFRN: 137193W
Shaishav MehtaPartnerM.No. 032891
Place: AhmedabadDate: 29th May, 2019
Managing Director DIN: 06894408 DIN: 07549602
For and on behalf of the board of Nishtha Finance And Investment (India) Limited
Hinal Patel Chunilal ChovatiyaCompany Secretary CFO
Nishtha Finance And Investment (India) LimitedBalance Sheet as at 31st March, 2019
As at 31st March, 2018 As at 31st March, 2019
Ashish Joshi
As per our report of even date attached herewith.
Chetankumar Chovatiya Director
34
Statement of Profit and Loss for the year ended on 31st March, 2019
ParticularsNote no.
As at 31st March, 2019 As at 31st March, 2018
(I) Revenue from operations 4.14 83,84,837 83,20,437
(II) Other Income 4.15 1,480 ‐
(III) Total Income (I+II) 83,86,317 83,20,437
(IV) EXPENSES
Cost of Materials Consumed ‐ ‐
Purchase of Stock ‐in‐Trade 4.16 ‐ ‐
Changes in Inventories of Finished goods, Work‐in‐Progress and by products 4.17 ‐ ‐
Employee Benefits Expense 4.16 1,16,140 1,36,286
Finance Costs 4.17 2,35,549 ‐
Depreciation and Amortization Expense ‐ ‐ Other Expenses 4.18 63,18,999 68,79,277
Total Expenses (IV) 66,70,688 70,15,563
(V) Profit / (Loss) Before Exceptional Items & Tax ( III‐IV) 17,15,629 13,04,874
(VI) Exceptional Items ‐
(VII) Profit / (Loss) Before Tax ( V‐VI) 17,15,629 13,04,874
(VIII) Tax Expenses :(1) Current tax 5,01,566 3,40,000 (2) Deferred tax ‐ ‐ (3) Income tax of earlier year 4,791 801
(IX) Profit / (Loss) for the period from Continuing Operation (VII‐VIII) 12,09,272 9,64,073
(X) Profit / (Loss) from discontinued operations ‐ ‐
(XI) Tax expense of discontinued operations ‐ ‐
(XII) Profit / (Loss) from discontinued operations (after tax) (X‐XI) ‐ ‐
(XIII) Profit / (Loss) for the period (IX+XII) 12,09,272 9,64,073
(XIV)Other Comprehensive Income ‐ ‐
Basic & Diluted (In Rs.) 4.19 0.16 0.13
Notes to Financial StatementsSignificant Acounting Policies 2
As per our report of even date attached herewith.For, S. D. Mehta & Co.Chartered AccountantsFRN: 137193W
Shaishav Mehta Chetankumar ChovatiyaPartner DirectorM.No. 032891 DIN: 07549602
Place: Ahmedabad Chunilal ChovatiyaDate: 29th May, 2019 CFO
Hinal PatelCompany Secretary
Managing DirectorDIN: 06894408
Nishtha Finance And Investment (India) Limited(In Rs.)
Ashish Joshi
For and on behalf of the board ofNishtha Finance And Investment (India) Limited
35
Particulars Amount Amount Amount Amount(A) Cash flow from operating activities (1) Net profit after tax and extraordinary items 12,09,272 9,64,073 ADD:(I) Depreciation Written off (ii) Provision for income tax 5,01,566 3,40,000 (iii) Baddebt Written off (iv) Loss from partnership firm (v) Deferred Revenue Expenses 2,60,100 2,60,100 LESS: (i) Deferred tax Asset
7,61,666 6,00,100 (2) Operating profit before working capital changes 19,70,938 15,64,173 Working capital changes
Add: (i) Decrease in Current Assets (Except Cash & Cash Equivalents) 65,53,233 7,24,00,884 (ii) Increase in Current Liabilities 3,80,915 1,82,833
Less: (i) Decrease in Current Liabilities 1,78,064 28,71,606
(ii) Increase in Current assests (Except Cash & Cash Equivalents) 19,99,219 47,56,865 6,97,12,111 (3) Cash generated from operating before tax 67,27,803 7,12,76,284 Less: Income Tax Paid ‐ 3,11,734 5,20,000
(4) Cash flow before extraordinary items 64,16,069 7,07,56,284 Add/ (less) extraordinary items Net cash inflow / outflow from operating activities After tax & extraordinary items 64,16,069 7,07,56,284
(B) Cash flow from investing activities Add : Proceeds on account of changes in Investments ‐
Less : Purchase of Fixed assets & Investments ‐ 7,18,52,415 Net Cash inflow / outflow from investing activities ‐ (7,18,52,415)
( C ) Cash flow from financing activitiesAdd : Changes in Long term Loans & Advances 24,35,146 12,17,430 Proceeds of Share Capital
Less : Advances given 90,06,474 Less : Repayment of Loans ‐ Net cash inflow / outflow from financing activities (65,71,328) 12,17,430
(D) net increase / decrease in cash & cash equivalent (1,55,259) 1,21,299 (E) Add: Cash & Cash Equivalents in the beginning of the year 1,62,702 41,403 (F) Cash & Cash Equivalents at the end of the year 7,443 1,62,702
For, S. D. Mehta & Co.Chartered AccountantsFRN: 137193W
Shaishav MehtaPartnerM.No.:032891
Place: AhmedabadDate: 29th May, 2018
Nishtha Finance And Investment (India) Limited
For and on behalf of the board ofNishtha Finance and Investment (India) Ltd.
For the year ended For the year ended31st March,2019 31st March,2018
Ashish Joshi Managing Director
Chetankumar Chovatiya
Hinal PatelCompany Secretary
Director
Cash flow statement for the year ended 31st March' 2019(Amount in Rupees)
Chunilal ChovatiyaCFO
DIN:07542592DIN: 06894408
36
4.01 Investments
Sr. No. Particulars
Investment in Shares (Unquoted)
TOTALNote :
4.02 Loans and advances
Sr. No. Particulars
Unsecured, Considered GoodDoubtful
TOTAL
4.03 Other non‐current assets
Sr. No. Particulars
Deferred Revenue Expenditure (to the extent not written off)
TOTAL
4.04 Trade Receivable
Sr. No. Particulars
Unsecured, Considered Goods
TOTAL
4.05 Cash and Cash Equivalent
Sr. No. Particulars
Cash in handBalance with banks
TOTAL
(Amounts In Rs.)
(Amounts In Rs.)
(Amounts In Rs.)
(Amounts In Rs.)
(Amounts In Rs.)
17,13,473
17,13,473
As at 31st March, 2019
As at 31st March, 2019
As at 31st March, 2018
Current Assets
‐ 2,60,097
As at 31st March, 2019
As at 31st March, 2018
The investment in shares consists of equity instruments of an entity, the reliable data of which is not available after reasonable efforts. The same have been recorded at historical cost.
2,60,097 ‐
As at 31st March, 2019
74,000
74,000
As at 31st March, 2018
74,000
74,000
Non‐Current Assets
As at 31st March, 2018
7,58,52,415 6,86,25,264
As at 31st March, 2019
2,16,11,600 4,70,13,664 5,42,40,815
2,16,11,600
6,513 1,56,189
1,62,702
2,218 5,225
7,443
14,601
14,601
As at 31st March, 2018
37
4.06 Loans and advances
Sr. No. Particulars
Loans advanced (less than 12 months)
TOTAL
4.07 Other current assets
Sr. No. Particulars
DepositsBalance with revenue authoritiesPre‐paid expenses
TOTALNote :
4.08 Share Capital
Sr. No. Particulars
a) Authorised Share Capital1,10,00,000 Equity shares of Rs. 10/‐ each
b) Issued, Subscribed & Fully paid up capital77,00,000 Equity shares of Rs. 10/‐ each fully paid up
TOTAL
c) The reconciliation of the number of shares outstanding is set out below.Particulars
Equity shares at the beginning of the year
Add: Shares issued during the year
Equity shares Outstanding at the end of the year
d) Rights, Preferences and Restrictions
e) The details of shareholders holding more than 5% of Equity shares
Name of ShareholdersAs at 31st
March, 2019% Held
As at 31st March, 2018
% Held
Ashishbhai Jitendrabhai Joshi 21,31,172 27.68 21,31,172 27.68
Chetankumar Haribhai Chovatiya 12,03,312 15.63 12,03,312 15.63
(Amounts In Rs.)
(Amounts In Rs.)
(Amounts In Rs.)
Balance with revenue authorities includes TDS receivable, GST credit yet to be set off and advance tax paid to the credit of central government
The Company has only one class of equity shares having par value of Rs.10/‐ per share. Each equity shareholder is eligible forone vote per share held. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholdersin the ensuing Annual General Meeting, except in case of interim dividend. in the event of liquidation, the equity shareholdersare eligible to receive the remaining assets of the company after distribution of all preferential amounts, if any, in proportion totheir shareholding.
As at 31st March, 2019
As at 31st March, 2018
60,000
As at 31st March, 2019
As at 31st March, 2018
60,000
65,53,233
65,53,233
1,62,33,625
1,62,33,625
7,70,00,000
4,094
2,29,867
‐
3,30,114
As at 31st March, 2019
As at 31st March, 2018
11,00,00,000
11,00,00,000
11,00,00,000
11,00,00,000
7,70,00,000
7,70,00,000
Number of Equity Shares
77,00,000 77,00,000
7,70,00,000
As at 31st March, 2019
As at 31st March, 2018
77,00,000 77,00,000
‐ ‐
2,70,114 1,65,773
Equity
38
4.09 Other Equity
Sr. No. Particulars
Surplus / (Deficit) in Statement of Profit & LossBalance as per previous financial statementsAdd: Profit for the yearBalance available for appropriation
Net Surplus / (Deficit)
4.10 Borrowings
Sr. No. Particulars
Unsecured loans
TOTAL
4.11 Trade Payables
Sr. No. Particulars
Trade Payables
TOTAL
4.12 Other Current Liabilities
Sr. No. Particulars
GST PayableTDS PayablePT Payable
TOTAL
4.13 Provisions
Sr. No. Particulars
Provision for Income Tax
TOTAL
(Amounts In Rs.)
(Amounts In Rs.)
(Amounts In Rs.)
(Amounts In Rs.)
(Amounts In Rs.)
19,14,388 15,33,473
As at 31st March, 2019
As at 31st March, 2018
35,67,479 13,32,430
As at 31st March, 2018
19,14,388 15,33,473
As at 31st March, 2019
52,232 2,30,296
‐ 2,02,358 52,172 27,938 60 ‐
3,40,000 5,29,832
As at 31st March, 2019
As at 31st March, 2018
5,29,832 3,40,000
39,19,988
27,10,716 12,09,272 39,19,988
As at 31st March, 2019
As at 31st March, 2018
As at 31st March, 2019
As at 31st March, 2018
Current Liabilities
Non‐Current Liabilities
27,10,716
27,10,716 9,64,073 17,46,643
35,67,479 13,32,430
39
4.14 Revenue from operations
Sr.no. ParticularsAs at 31st March,
2019As at 31st March,
2018
Revenue from services rendered 83,84,837 83,20,437
TOTAL 83,84,837 83,20,437
4.15 Other Incomes
Sr.no. ParticularsAs at 31st March,
2019As at 31st March,
2018
Interest on Income Tax Refund(2016‐17) 1,480 ‐
TOTAL 1,480 ‐
4.16 Employee Benefits
Sr.no. ParticularsAs at 31st March,
2019As at 31st March,
2018
Salary, Wages and Bonus 1,16,140 1,36,286
TOTAL 1,16,140 1,36,286
4.17 Finance Costs
Sr.no. ParticularsAs at 31st March,
2019As at 31st March,
2018
Interest Expense 2,35,549 ‐
TOTAL 2,35,549 ‐
(Amounts In Rs.)
(Amounts In Rs.)
(Amounts In Rs.)
(Amounts In Rs.)
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4.18 Other Expenses
Sr.no. ParticularsAs at 31st March,
2019As at 31st March,
2018
Administrative ExpensesPayment to Auditor As Auditor : Statutory Audit Fees 30,000 50,000 Commission Expense ‐ 4,21,000 Legal, Professional and Consultancy Fees 3,35,500 1,93,500 Deferred Revenue Expense written off 2,60,100 2,60,100 Demat and other share trading charges ‐ 1,180 Convertible Warrant Issue Fees 3,60,000 CDSL & NSDL Charges 1,15,000 51,409 Municipal Tax 32,126 35,110 Rent Expense 4,48,440 4,27,875 ROC Charges 66,500 7,000 Service tax Expense 7,025 49,484 Loans & Advances Written off 39,99,740 49,65,206 Issuer Fees 22,500 ‐ Listing Fees 2,50,000 2,50,000 Franchise fee 3,812 21,188 Interest Expense 36,495 38,371 Interest on Income Tax 28,266 Penalty on BSE 1,82,000 ‐ Telephone expense 12,607 12,649 Other Administrative Expenses 38,738 36,798 Late Fees On GST 27,300 Selling & Distribution Expenses 62,850 58,407
TOTAL 63,18,999 68,79,277
4.19 Earning Per Share
i)Net profit after tax as per statement of profit and loss attributable to Equity Shareholders (Rs. in Lakhs)
12,09,272 9,64,073
ii) Weighted Average number of equity shares used as denominator for calculating EPS 77,00,000 77,00,000
iii) Basic & Diluted Earning per share (Rs.) 0.16 0.13 iv) Face value per equity share (Rs.) 10 10
(Amounts In Rs.)
(Amounts In Rs.)
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Notes to the f i nanc i a l s t a tement s
1. Basis of preparation of financial statements (i) Statement of compliance and basis of preparation
These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013 (“the Companies Act”), as applicable and guidelines issued by the Securities and Exchange Board of India (“SEBI”). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The financial statements correspond to the classification provisions contained in Ind AS 1, “Presentation of Financial Statements”. For clarity, various items are aggregated in the statements of profit and loss and balance sheet. These items are disaggregated separately in the notes to the financial statements, where applicable. All amounts included in the financial statements are reported in Indian rupees. Due to rounding off, the numbers presented throughout the document may not add up precisely to the totals and percentages may not precisely reflect the absolute figures.
(ii) Basis of measurement
These financial statements have been prepared on a historical cost convention and on an accrual basis.
(iii) Use of estimates and judgment
The preparation of the financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas ofestimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are included in the following notes:
(a) Revenue recognition: The Company uses the accrual method for income earned.
(b) Income taxes: Significant judgments are involved in determining the provision for income
taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods.
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2. Significant accounting policies (i) Functional and presentation currency
These financial statements are presented in Indian rupees, the national currency of India, which is the functional currency of the Company.
(ii) Financial instruments (a) Non‐derivative financial instruments:
Non derivative financial instruments consist of: • Financial assets, which include cash and cash equivalents, trade receivables, employee
and other advances, investments in equity and debt securities and eligible current and noncurrent assets;
• financial liabilities, which include long and short term loans and borrowings, bank overdrafts, trade payables, eligible current and non‐current liabilities.
Non derivative financial instruments are recognized initially at fair value. Financial assets arederecognized when substantial risks and rewards of ownership of the financial asset have been transferred. In cases where substantial risks and rewards of ownership of the financial assets are neither transferred nor retained, financial assets are derecognized only when the Company has not retained control over the financial asset. Subsequent to initial recognition, non‐derivative financial instruments are measured as described below:
A. Cash and cash equivalents The Company’s cash and cash equivalents consist of cash on hand and in banks. For the purposes of the cash flow statement, cash and cash equivalents include cash on hand and in banks. B. Investments Investments in equity instruments: The Company carries certain equity instruments which are not held for trading. The company has recorded its investment in equity instruments at its historical cost. As no reliable data was available with the company after reasonable efforts, the same has been recorded at its historical cost.
C. Other financial assets: Other financial assets are non‐derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non‐current assets. The company has not opted for measuring such assets at amortized cost as there is no fixed expectation of that asset being recovered in future. These comprise trade receivables, unbilled revenues, cash and cash equivalents and other assets.
D. Trade and other payables Trade and other payables are initially recognized at fair value. For these financial instruments, the carrying amounts approximate fair value due to the short term maturity of these instruments.
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(b) Derecognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expires or it transfers the financial asset and the transfer qualifies for derecognition. If the Company retains substantially all the risks and rewards of a transferred financial asset, the Company continues to recognise the financial asset and also recognizes a borrowing for the proceeds received. Certain financial instruments have been derecognized in event of non‐holding of control over such asset and such assets were not reasonably expected to fetch any future cash inflows, and the same have been written off. A financial liability (or a part of a financial liability) is derecognized from the Company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.
(iii) Equity
(a) Share capital and share premium
The authorized share capital of the Company as of March 31, 2019, is Rs. 11,00,00,000/‐ divided into 1,10,00,000 equity shares of Rs. 10 each. Par value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as share premium.Every holder of the equity shares, as reflected in the records of the Company as of the date of the shareholder meeting shall have one vote in respect of each share held for all matters submitted to vote in the shareholder meeting.
(b) Retained earnings
Retained earnings comprises of the Company’s undistributed earnings after taxes including earlier years’ carried forward retained earnings.
(iv) Impairment
(A) Financial assets The Company applies the expected credit loss model for recognizing trade receivables and other financial assets. Expected credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive discounted using effective interest rate.
Loss allowances for trade receivables and lease receivables are measured at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument Lifetime expected credit loss is computed based on a provision matrix which takes in to the account historical credit loss experience adjusted for forward looking information.
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(v) Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.
(vi) Revenue The Company derives revenue primarily from commission and interest. (a) Commission
The Company recognizes revenue when the significantterms of the arrangement are enforceable, serviceshave been delivered and the collectability isreasonably assured.
(b) Interest income In absence of certainty of cash inflows of such interests, the company has not adopted amortized income model to record such income. The same has been recorded on accrual basis at simple interest rate method.
(c) Others
• Revenues are shown net of sales tax, value addedtax, service tax, GST and applicable discounts andallowances.
(vii) Income tax
Income tax comprises current and deferred tax.Income tax expense is recognized in the statementof profit and loss.
Current income tax Current income tax for the current and prior periodsare measured at the amount expected to be recoveredfrom or paid to the taxation authorities based on thetaxable income for the period. The tax rates and taxlaws used to compute the current tax amount arethose that are enacted or substantively enacted as atthe reporting date and applicable for the period. TheCompany offsets current tax assets and current taxliabilities, where it has a legally enforceable right toset off the recognized amounts and where it intendseither to settle on a net basis, or to realize the assetand liability simultaneously.
(viii) Earnings per share
Basic earnings per share are computed using the weighted average number of equity shares outstanding during the period adjusted for treasury shares held. Diluted earnings per share is computed using the weighted‐average number of equity and dilutive equivalent shares outstanding during the period.
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3. Notes on Transition to Ind AS These financial statements are prepared in accordance with Ind AS. For years up to and including the year ended March 31, 2019, the Company prepared its financial statements in accordance with Indian GAAP (i.e. Previous GAAP).
Accordingly, the Company has prepared financial statements which comply with Ind AS for periods ending on March 31, 2019, together with the comparative period data as at and for the year ended March 31, 2018. In preparing these financial statements, the Company’s opening balance sheet was prepared as at April 1, 2016, the Company’s date of transition to Ind AS.
4. We have not been able to verify the transactions in the current bank a/c no. 913020053289310 / with Axis bank, New Delhi branch. The present management of the company has informed us that the said banking account is not being operated by them but has been fraudulently operated upon by the old management. Further, the present management has informed us that the company has not accounted for any transactions in books of account of the company that have taken place and operated upon by the old management. We draw the attention towards the following facts in respect of above bank account. a) The management of the company has changed with effect from 16/03/2017 persuant to SEBI
(substantial acquisition of shares and takeover) regulations, 2011. b) The present management had passed a resolution to the effect that the old account of the
company being held with Axis bank, New Delhi be discontinued and amount if any in that account held with Axis bank current account no. 913020053289310 may be transferred to a bank account opened by the present management of the company with Yes Bank, C. G. Road branch, Ahmedabad current A/c no. 000763700001027. The said resolution was submitted to the Axis bank on 31/03/2017.
c) However, transactions have continued to take place in the above current account of Axis bank, which as per the information provided by the present management, have not been carried out by them, but have been carried out by the old management consisting of following members of board of directors
i) LavekushGadiya ii) SnehlataGadiya iii) RamkaranHirvey iv) Kanhaiyalal v) SandipJaiswal
The old board of directors consisting of names from (i) to (v) above have already resigned from the company w.e.f. 14‐11‐2016 and in respect of which necessary forms have already been filed with MCA on 26‐11‐2016.
d) The present management have served a notice dated 16‐10‐2017 to all the members of old management stating inter‐alia (1) that the present management became authorised to take over the management of the company on 16‐03‐2017, (2) that the present management has already passed a resolution discontinuing the above current account with Axis bank and a copy of the said resolution has already been served upon Axis bank, (3) that however, certain
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unauthorised transactions have taken place from above Axis bank account, New Delhi branch, (4) and that the present management sees that a scam is committed by the old management by carrying out dubious financial activities, (5) that the present management has also served similar notice dt. 16‐10‐2017 to Axis bank ltd., New Delhi branch and Axis bank ltd. at Indor, Mumbai and Ahmedabad.
In the light of above facts, we are unable to opine the nature of transactions and true and fair view of transactions which have taken place in the above bank account and not recorded in the books of accounts of the company by the present management. As such we are unable to express our opinion on true and fair view of banking transaction that have taken place in the above account during the year under report.
5. Other Information to the Financial Statements
5.1 Attention is invited to following observations:
a. The company falls under the definition of an NBFC. Yet, the company has not obtained the licence of being an NBFC from respective authorities.
b. The company has advanced loans to different parties in order to earn interest income. Out of those advances, a considerable sum of advances are disputed and the management is not in position to give clear opinion on its doubtfulness. The interest income on such advances have been recorded for in the IND AS financial statements for the year under review.
5.2 The Previous year’s figures have been regrouped/ reclassified wherever necessary to
correspond with the current year classification/ disclosures.
5.3 Related Party Disclosures As Per Ind AS 24
Names of related parties and description of relationship from/ to which following transactions were entered during the year:
a) The related parties are : Names of related
parties Nature of relationship
Shri Ashish Joshi Managing director ChetanChovatia Director
AddinFinserve Limited Company whose promoters are the controlling individuals of the reporting entity Addin Power Limited Company whose promoters are the controlling individuals of the reporting entity Hemant Palanpuri Company Secretary ‐ Key Managerial Personnel Dhaval Parikh Company Secretary ‐ Key Managerial Personnel Hinal Patel Company Secretary ‐ Key Managerial Personnel
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b) The Company has the following related party transactions for the year ended March 31, 2019 and 2018: Sr. No. Transaction Name of person /
entity Amount (Rs.)
2019 2018 1 Rent Expense Shri Ashish Joshi 4,48,440 4,27,875 2 Rent deposite Shri Ashish Joshi 35,000 35,000 3 Loans received Shri Ashish Joshi 23,04,371 8,50,176 4 Loans received Chetan Chovatiya ‐ 10,00,000
5 Commission income
Addinfinserve Pvt. Ltd. ‐ 10,22,000 Addin Power Ltd. 15,03,945 9,00,930
6 Salary Expense Hemant Palanpuri ‐ 1,05,000 7 Salary Expense Dhaval Parikh ‐ 31,286
The Company has the following balances outstanding as of March 31, 2019 and March 31, 2018
Balances at the year end Name of individual / entity
Amount (In Rs.) 2019 2018
Payables Shri Ashish Joshi 25,67,479 3,32,430 Payables Shri Chetan Chovatiya 10,00,000 10,00,000
Receivables Addin Power Ltd. ‐ 25,000 Receivables Shri Ashish Joshi (Rent deposite) 35,000 35,000
Above payables are in nature of loans advanced by the directors of the company. Receivables are in nature of Deposits lying with the above mentioned entity for becoming the channel partner of that entity.
5.4 Segment reporting:
The main segment of the company is business commission segment. Also, company has earned interest income mainly from the finance advanced by the old management
For, S. D. Mehta & Co. Chartered Accountants (Registration No. 137193W)
For and on behalf of the board Nishtha Finance and Investment (India) Ltd.
Shaishav Mehta Partner Membership No.: 032891
Ashish Joshi Chairman & Managing Director
DIN: 06894408
ChetanChovatiyaDirector
DIN: 07542592
Place: Ahmedabad Date: 29th May, 2019
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Book Post Nishtha Finance and Investment (India) Limited A/202, 2nd Floor, Narnarayan Complex, Nr. Navrangpura Bus Stop, Swastik Char Rasta, Navrangpura Ahmedabad, Gujarat-380009, India. Email id: [email protected] Website: CIN: L74110GJ1983PLC102253
www.nishthafin.com