DIRECTORS' REPORT TO THE MEMBERS, Your Directors take the privilege of presenting the 30th Annual Report and Audited Accounts for the financial year ended 31st March 2015 to the members of the Company. PERFORMANCE During the year under review, the total revenue earned is Rs. 18,65,79,075/- Lacs compared to previous year's revenue of Rs. 19,53,81,948/- Lacs on standalone basis. The profit before tax stands at Rs. 9,86,72,362/- Lacs as compared to Rs. 3,63,11,515/- Lacs during the previous year. DIVIDEND Your Directors are pleased to recommend a Final dividend @5% i.e. Rs. 0.50/- per Equity share on 34,79,298 Equity Shares held by persons/ entities other than Promoters amounting to Rs.17,39,663/-(Rupees Seventeen Lacs Thirty Nine Thousand Six Hundred and Sixty Three Only) out of the profits of the Company for the financial year 2014-15 for the approval of shareholders. The promoters of your Company having voluntarily and irrevocably waived their entitlement to receive the said Final Dividend on equity shares, no dividend is declared on 64,31,032 Equity Shares held by the promoter group. TRANSFER TO RESERVES It is not proposed to transfer any amount to reserves out of the profits earned during FY 2014-15. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES The performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended March 31, 2015 is attached to the financial statements hereto in form AOC-1. During the FY 2014-15, V Can Exports Private Limited has become subsidiary of the Company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. DIRECTORS In compliance with provisions of section 149 of the Companies Act, 2013 read with revised clause 49 of the listing agreement, the Board of Directors of the Company has appointed existing Independent Directors viz. Mr. Asim Santara, Mr. Hiten Shah and Mr. Sudarshan Somani as Independent Director each for a consecutive term of 2 years with effect from 22nd September, 2014. Mr. Rajesh Mundra, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointment. Mrs. Lalitha Cheripalli was appointed as Additional Director of the Company during the FY 2014-15. Further, resignation letter from Mrs. Cheripalli was noted in the meeting of Board of Directors held on 26th May, 2015 effective from 27th May, 2015 and Mrs. Hemlata Thanvi is appointed as an Additional Director of the Company in the meeting of Board of Directors held on 26th May, 2015 w.e.f. 27th May, 2015. Mrs. Thanvi holds office of directorship upto the ensuing Annual General Meeting of the Company. Your Director recommends her appointment as Director in the forthcoming AGM of the Company. Mrs. Hemlata Thanvi is also appointed as Company Secretary of the Company. DECLARATIONS BY INDEPENDENT DIRECTORS All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings The Board of Directors met 4 times during the financial year ended March 31, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended March 31, 2015, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement. Nomination and Remuneration Committee A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (3) of Section 178. Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee. Audit Committee An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee. Other Board Committees For details of other Board committees viz. Stakeholders Relationship Committee and others, kindly refer to the section on Corporate Governance Annual Evaluation of Directors, Committee and Board The Evaluation process provides the manner in which the performance of Directors, as a collective body in the form of Board Committees and the Board functions and perform. The overall performance of the Board was satisfactory. VIGIL MECHANISM / WHISTLE BLOWER POLICY In compliance with provisions of section 177(9) of the Companies Act, 2013 read with revised clause 49 of the listing agreement, your Company has adopted whistle blower policy for Directors and employees to report genuine concerns to the management of the Company. The whistle blower policy of the Company is posted on the website of the Company and may be accessed on the Company's website at <http://www.niveditaindia.com/Downloads> RISK MANAGEMENT The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. POSTAL BALLOT FOR OBTAINING APPROVAL OF MEMBERS The Company conducted a Postal Ballot during the period under review to seek approval of the Members by way of special resolutions for Adoption of new sets of Articles of Association of the Company and increase in Authorized Share Capital of the Company, which were duly passed and approved by the members of the Company with requisite majority on 9th April, 2015. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and consequently no particulars in form AOC-2 have been furnished. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at <http://www.niveditaindia.com/Downloads> PARTICULARS OF REMUNERATION The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013 ("Act"), your Directors confirm that: 1. in the preparation of the Annual Accounts for the year 2014-15, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; 2. the Directors had 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 at the end of the Financial Year under review and of the Profit of the Company for that period; 3. the Directors had taken proper and sufficient care for the 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 fraud and other irregularities; 4. the Directors had prepared the Annual Accounts on a going concern basis. 5. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; 6. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; AUDITORS a) STATUTORY AUDIT In compliance with provisions of section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company appointed M/s Bagaria & Co. LLP as Statutory Auditor of the Company for a period of 5 years in the AGM of the Company held on 22nd September, 2014. As per the provisions of the Companies Act, 2013, the appointment of statutory auditor is subject to ratification by the members at every AGM of the Company. The Auditors have confirmed their eligibility to the effect that their appointment, if ratified, for FY 201516 would be within the prescribed limits under the Act and that they are not disqualified for their appointment. On recommendation received from the Audit Committee, the Board recommends appointment of M/s Bagaria & Co. LLP as Statutory Auditor of the Company for financial year 2015-2016 at the ensuing AGM of the Company. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. b) SECRETARIAL AUDIT As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by Veeraraghavan N., Company Secretary in practice in Form MR-3 for the FY2014-15 forms part to this report. In respect of the observation made by the auditor in the report, Directors would like to state that the Company is in process of appointing CFO of the Company. OTHER DISCLOSURES Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under: EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure I". ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As the Company is not a manufacturing company, the Directors have nothing to report under the provisions of section 134(3)(m) of the Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts) Rules, 2014. Foreign Exchange Earnings and Outgo are as follows: i) Foreign Exchange Earned: Rs. NIL ii) Foreign Exchange Outflow: Rs. NIL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents. CORPORATE GOVERNANCE The report on Corporate Governance and the certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report. ACKNOWLEDGEMENTS Your Directors would like to express their sincere appreciation and gratitude for the co-operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents. Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by the employees. For and on Behalf of the Board Rajeshkumar Mundra (DIN: 01797146) Chairman Place : Mumbai: date : 26th May, 2015 |