Your Directors have pleasure in presenting their 40th Annual Report and audited
financial statements for the year ended 31st March 2025.
FINANCIAL RESULTS
|
Particulars
|
Year ended 31st
March 2025
|
Year ended 31st
March 2024
|
|
Total Income
|
8.16
|
7.42
|
|
Total Expenses
|
8.09
|
6.90
|
|
Profit/(Loss) before taxation
|
0.07
|
0.52
|
|
Add/(Less): Provision for taxation/
Tax Adjustments
|
(0.18)
|
(1.45)
|
|
Profit/(Loss) after taxation
|
(0.11)
|
(0.94)
|
|
Add: Other Comprehensive Income
|
(8.85)
|
18.92
|
|
Total Profit/(Loss) for the year
|
(8.96)
|
17.98
|
OPERATIONAL PERFORMANCE
The company has incurred a loss of Rs. 8,96,249/- during the year as compared to a
profit of Rs. 17,98,274/- in the previous year.
DIVIDEND
In order to utilize the funds available for business operations, your directors do not
recommend any dividend for the year under review.
TRANSFER TO RESERVES
You Company does not propose to transfer any amount to reserves.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2025 was Rs. 1,24,56,000/-
comprising of 1245600 equity shares of face value of Rs. 10/- each. During the year
under review, no equity shares were issued or allotted.
I. Issue of Equity Shares with differential rights, Issue of Sweat Equity shares
and Issue of Employee Stock Options
During the year under review, the Company has not issued any shares with
differential voting rights, Issue of Sweat Equity shares and Issue of Employee
Stock Options- (ESOS).
II. Provision of money by company for purchase of its own shares by employees
or by trustees for the benefit of employees
The Company has no scheme of provision of money for purchase of its own shares
by employees or by trustees for the benefit of employees.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Investments covered under the provisions of Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014
are given in the notes to the Financial Statements. There are no loans given and no
guarantees issued by the Company during the year.
AUDITORS AND AUDITORS’ REPORT
(a) Statutory Auditors
At the 37th Annual General Meeting of the Company held on 30th September, 2022,
the Members of the Company had approved the re-appointment of M/s Vora &
Associates, Chartered Accountants (ICAI Firm Registration Number 111612W) as
the Statutory Auditors of the Company pursuant to Section 139 of the Companies
Act, 2013 for a term of 5 (five) years to hold office till the conclusion of the ensuing
42nd Annual General Meeting.
The report of the Statutory Auditors along with the Notes to Schedules forms part
of the Annual Report and contains an Unmodified Opinion without any qualification,
reservation, observation, or adverse remark.
(b) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s N.L. Bhatia & Associates, Practicing
Company Secretaries to undertake the Secretarial Audit of the Company for the
financial year 2024-25. Accordingly, the Secretarial Audit Report (Form MR 3) is
annexed herewith as Annexure to Board’s Report. The Secretarial Audit Report
does not contain any qualifications, reservations, observation or adverse remarks.
The Board has re-appointed M/s. N.L Bhatia & Associates to conduct the
secretarial audit for FY 2025-26. They have confirmed their eligibility for
appointment.
During the year there were no instances of any fraud reported by the aforesaid
auditors to the Audit Committee or the Board pursuant to Section 143(12) of the
Companies Act, 2013.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Rajnikant D. Shroff (DIN: 00180810), Non¬
Executive Director, retires by rotation at the ensuing 40th Annual General Meeting of
the Company, and being eligible, offers himself for re-appointment. An Ordinary
Resolution in this regard has been proposed for approval of the members.
The information of Directors seeking appointment/ re-appointment as required pursuant
to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India (ICSI) is provided in the annexure to the Notice
convening the 40th Annual General Meeting of the Company.
All the independent directors of the Company as on March 31, 2025, have given
requisite declarations stating that they meet the criteria of Independence laid down
under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have
complied with the Code of Conduct for Independent Directors as prescribed under
Schedule IV of the Companies Act, 2013. In the opinion of the Board, there has been
no change in the circumstances which may affect their status as Independent Directors
of the Company and the Board is satisfied of their integrity, expertise and experience
(including proficiency in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board. In terms of Section 150 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
Independent Directors of the Company are registered on the Independent Director
Databank maintained by the Indian Institute of Corporate Affairs (IICA).
During the year under review, all the Independent Directors met on 07th February 2025.
None of the Directors of the Company has incurred any disqualification.
As the paid-up equity share capital of your Company is not exceeding Rupees twenty-
five crore, a statement pursuant to the provisions of Section 134(3)(p) the Companies
Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014, and Regulation
24(4) (a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
indicating the manner in which formal annual evaluation has been made by the Board
of its own performance and that of its committees and individual directors, is not
required to be given.
During the year, changes in the board of directors took place which is as under:
(a) Cessation of Mrs. Sandra R. Shroff (DIN:00189012), from the designation of
Managing Director of the Company with effect from March 29, 2025.
Mrs. Sandra Shroff completed her term as a Managing Director on the Board of the
Company on 29th March, 2025. The Board expresses its sincere gratitude to Mrs.
Sandra Shroff for her valuable services and contributions during her tenure as a
Managing Director.
(b) Appointment of Mrs. Sandra Shroff (DIN:00189012), as an Additional Non-Executive
Director through Board resolution dated March 27, 2025 with effect from March 30,
2025.
(c) Appointment of Mr. Bipin Nandlal Jani (DIN: 00297043), as an Additional Director
designated as a Managing Director through Board resolution dated March 27, 2025
with effect from March 30, 2025 for a period of 5 consecutive years
NUMBER OF MEETINGS OF THE BOARD
During the year under review, six Board Meetings were held:
|
Sr. No.
|
Date of meeting
|
Total Number of
directors associated as
on the date of meeting
|
Number of
directors
attended
|
|
1
|
07th May, 2024
|
5
|
4
|
|
2
|
08th August, 2024
|
5
|
4
|
|
3
|
29th October, 2024
|
5
|
4
|
|
4
|
28th November, 2024
|
5
|
3
|
|
5
|
07th February, 2025
|
5
|
4
|
|
6
|
27th March, 2025
|
5
|
4
|
COMPOSITION OF AUDIT COMMITTEE
Pursuant to the provisions of section 177 of the Companies Act, 2013, the Company
has constituted an Audit Committee consisting of the following persons:
1. Mr. Prasad Paranjape (Chairman)
2. Mr. Rajnikant D. Shroff (Member)
3. Mrs. Meena D. Ved (Member)
There were no recommendations of the Audit Committee which were not accepted by
the Board.
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of section 178 of the Companies Act, 2013, the Company
has constituted a Nomination and Remuneration Committee consisting of the following
persons:
1. Mrs. Meena D. Ved (Chairman)
2. Mr. Rajnikant D. Shroff (Member)
3. Mr. Prasad Paranjape (Member)
KEY MANAGERIAL PERSONNEL
The Company has the following Key Managerial Personnel as per Section 2(51) of the
Act:
• Mrs. Sandra Rajnikant Shroff - Managing Director (upto 29th March 2025).
• Mr. Bipin N. Jani - Managing Director (from 30th March, 2025).
• Mr. Brubeck Pierre Dias - Chief Financial Officer
• Mrs. Priyanka Jain - Company Secretary and Compliance Officer
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed and adopted a policy for selection and appointment of Directors,
Key Managerial Personnel, Senior management and their remuneration. The policy
lays down criteria for selection, appointment and removal of directors, key managerial
personnel and senior management such as expertise, experience and integrity of the
directors, independent nature of the directors, personal and professional standing,
diversity of the Board, etc. At present no Director of the Company receives any
remuneration from the Company.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
As none of the Directors of your Company receive remuneration from the Company
and the senior management personnel are working for the Company on deputation
basis, the information required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, in respect of Directors/
employees of your Company are not given.
The Company has no employee who- (i) if employed throughout the financial year, was
in receipt of remuneration, in aggregate, more than Rs.1.02 crores, or (ii) if employed
for a part of the financial year, was in receipt of remuneration, in aggregate, more than
Rs.8.50 lacs per month. Hence, the information required to be given pursuant to the
provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time, is not applicable and hence not attached.
RELATED PARTY TRANSACTIONS
All related party transactions (“RPT”) entered into during the 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 which may have a potential conflict
with the interest of the Company at large. Accordingly, the disclosure of related party
transactions in Form AOC-2 is not applicable.
Prior omnibus approval of the Audit Committee is obtained for related party transactions
which are repetitive in nature. Audit Committee reviews all related party transactions in
detail as required under applicable law and regulations on a quarterly basis.
VIGIL MECHANISM / WHISTLEBLOWER POLICY
The Company has formed whistleblower policy to deal with any fraud, irregularity or
mismanagement in the Company. The policy enables any employee or director to
directly communicate to the Chairman of the Audit Committee to report any fraud,
irregularity or mismanagement in the Company. The policy ensures strict confidentiality
while dealing with concerns and no discrimination or victimization is meted out to any
whistleblower.
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENT
The Company is engaged in trading activities.
SEGMENTWISE PERFORMANCE
The Company operates in single segment viz. Trading
BUSINESS OUTLOOK
The Company continues to look at new opportunities of trading in India and abroad.
FINANCIAL RATIOS, KEY RATIOS AND CHANGE IN RETURN ON NET WORTH
The financial ratios, key ratios, including the changes therein, have been provided in
the notes to Financial Statements.
HUMAN RESOURCES DEVELOPMENT
The relationship with the employees continued to be cordial throughout the year.
RISK MANAGEMENT FRAMEWORK
Pursuant to SEBI (Listing Obligation and Disclosure Requirement), Regulations, the
Company has prepared Risk Management Framework for identifying and evaluating
various major business risks faced by the Company. Risk Management Framework
aims to lay down the procedure for risk assessment and risk minimization. Risk
Management Framework is prepared to ensure internal controls and effectively
respond to any changes in the business environment to achieve high degree of
business performance, limit any negative impact on its working and avail of benefits
arising out of any business opportunities. The audit committee has additional oversight
in the area of financial risks and controls.
There are standard practices in place to ensure that strong financial controls are in
place. Key business risks perceived by the Company and mitigating initiatives are as
under:
a) Funding risk: As the Company is only involved in trading activities, it may not be
able to mobilize adequate funds, if any, in time. The mitigating factors are that the
Company has good investment in the quoted shares, etc., so raising additional
funds, if any, will not be difficult for the Company.
b) Regulatory risk: Any change in Government / Regulators Policy / Rules /
Regulations will require fresh compliances. The mitigating factors are that the group
to which the Company belongs has very strong and dedicated team consisting of
professionals to study regulatory changes and fresh requirement.
c) Foreign Currency risk: The Company is engaged in trading activities, which may
lead to risk of less profit/loss on account of volatility in foreign currency exchange.
The mitigating factors are that the management ensures in trading transactions in
such a way that there are minimal risks of volatility in foreign currency exchange or
the Company may take adequate forward cover for foreign exchange fluctuations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size, scale and
complexity of its operation. The Group has an in-house internal audit team which
undertakes internal audit and ensures that all transactions are authorized and
recorded in the books of the Company. The internal audit department monitors the
efficacy and adequacy of internal control. Significant audit observations, if any, are
presented to the Audit Committee and action taken to correct any deficiency is
informed to them. The report prepared by internal audit team forms the basis of
utilization by the Managing Director and Chief Financial Officer for financial reporting
as required under Regulation 17 of SEBI (Listing Obligations And Disclosure
Requirements) Regulations,2015.
Internal Controls over Financial Reporting:
The Company has adequate internal financial controls in place, commensurate with
the size, scale and complexity of its operations.
The Company is complying with all the applicable Accounting Standards. The
accounting records are maintained in accordance with generally accepted accounting
principles in India. This ensures that the financial statements reflect true and fair
financial position of the Company.
DEPOSITORY SYSTEM
The total paid up equity shares of the Company are dematerialized as on
31st March, 2025.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of
the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules,
2014, for the year ended 31st March 2025 are furnished here below.
• CONSERVATION OF ENERGY - Not Applicable
• TECHNOLOGY ABSORPTION - Not Applicable
• FOREIGN EXCHANGE EARNING AND OUTGO
• Foreign Exchange earned - Nil
• Foreign Exchange outgo - Nil
DIRECTORS’ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by the directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
1) That in the preparation of the annual financial statements for the year ended 31st
March 2025, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any.
2) That such accounting policies as mentioned in the Notes to the Financial
Statements have been selected and applied consistently and judgement and
estimates have been made that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March 2025 and of the
profit of the Company for the year ended on that date.
3) That proper and enough care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities.
4) That the annual financial statements have been prepared on a going concern
basis.
5) That proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively.
6) That systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
CORPORATE GOVERNANCE
As the paid-up equity share capital and net worth of your Company does not exceed
Rs. 10 crores and Rs. 25 crores respectively, as on the last date of the previous
financial year, the compliance with certain Regulations of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are not mandatory, for the time being,
hence the same is not attached to this Report.
LISTING OF THE COMPANY’S EQUITY SHARES AND DEMAT
The Equity Shares of your Company continue to be listed at the BSE Ltd. The Stock
Code is 512245. There is no default in payment of annual listing fees.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 a copy of the draft Annual
Return as on March 31,2025 has been placed on the website of your Company and
the weblink of such Annual Return is https://www.nivionline.com/niviear.html
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS
There are no significant material orders passed by the Regulators / Courts which
would impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
During the year under review from 1st April 2024 to 31st March 2025, there were no
material changes or commitments affecting the financial position of the Company.
COMPLIANCE AS PER SECRETARIAL STANDARDS
The Company has made necessary compliances as per the Secretarial Standards
issued by the Institute of Company Secretaries of India.
GENERAL
No disclosure or reporting is required in respect of the following points as there were
no transactions on these items or were not applicable to your Company during the
year under review.
a) The Company has no subsidiary as on 31st March 2025.
b) During the period under review, the Company did not accept any deposit within the
meaning of Chapter V of the Companies Act, 2013.
c) Details about the policy developed and implemented by the Company on
corporate social responsibility initiatives taken during the year.
d) Disclosure as per Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
e) There is no application made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year 2024-25.
f) There was no instance of one-time settlement with any Bank or Financial Institution.
g) The Company is not required to maintain cost records under Section 148 of
Companies Act, 2013 read with the rules made thereunder.
h) There was no change in the nature of business of the Company as stipulated under
sub-rule 5(ii) of Rule 8 of the Companies (Accounts) Rules, 2016.
i) a statement by the company with respect to the compliance to the provisions
relating to the Maternity Benefits Act, 1961.
ACKNOWLEDGEMENT
Your Directors are thankful to all the stakeholders, various government agencies and
ministries for their continued support.
Date: 14th May, 2025 By Order of the Board of Directors
Place: Mumbai For NIVI TRADING LIMITED
Registered Office:
C/o., United Phosphorus Limited Sd/-
Readymoney Terrace, 4th Floor, Rajnikant Devidas Shroff
167, Dr. Annie Besant Road, Worli, Chairman
Mumbai-400018. DIN:00180810
CIN: L99999MH1985PLC03639
|