As on: Jun 04, 2023 03:55 PM
To
The Members
Niks Technology Limited
Your Directors have pleasure in presenting their 8th Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2022.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Key highlights of financial results for NIKS Technology Limited for the financial year 2021-22 are tabulated below: (Amount in Rs.)
BRIEF DESCRIPTION OF THE COMPANY’S STATE OF AFFAIRS:
During the financial year 2021-22 the total revenue has been increased to Rs. 71,60,618.56/- (Seventy One Lakhs Sixty Thousands Six Hundre d Eighteen and Fifty Six Paisa Only) as compared to the previous year i.e 37,57,400.00/- (Thirty Seven Lakhs Fifty Seven Thousand Four Hundred Only). The Company’s net profit after tax for the current financial year is Rs. 15,323.28/- (Fifteen Thousand Three Hundred Twenty Three and Twenty Eight Paisa Only) as compared to Rs. 16,44,484.90/- (Sixteen Lakhs Forty Four Thousand Four Hundred Eighty Four and Ninety Paisa Only) to the previous year.
GENERAL RESERVE
The Company didn’t transfer any amount to the General Reserve for the financial year 2021-22.
DIVIDEND:
The Board does not recommend any dividend for the financial year 2021-22.
SHARE CAPITAL:
The Authorized Share Capital of your Company is Rs. 1,00,00,000/- comprising of 10,00,000 Equity Shares of Rs.10/- each. The paid up equity capital as on March 31, 2022 was Rs. 36,32,000/ - comprising of 3,63,200 Equity Shares of Rs. 10/- each.
The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.
CHANGES IN THE NATURE OF BUSINESS:
There has been no Change in the nature of the business of your Company during the year under review.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2021-22.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company.
EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at https://www.nikstech.com/annual-report.php
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)
Your Company has no subsidiary Company, Joint Ventures or Associate Companies during the year under review.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.
iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) 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.
vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:
The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2022 is given below:
Conservation of Energy
i) The steps taken or impact on conservation of energy;
The Company is taking due care for using electricity in the office . The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year.
ii) The steps taken by the Company for utilizing alternate sources of energy: No alternate source utilized during the year
iii) The capital investment on energy conservation equipments: There is no capital investment made by the Company on energy conservation equipments.
Technology Absorption
i) the efforts made towards technology absorption: No specific activities have been done by the Company.
ii) the benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA
iv) The expenditure incurred in Research and Development: Nil
Foreign Exchange Earnings and out-go
There is no foreign exchange earnings and out-go during the year under review.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties during the financial year 2021-2022 were on an arm’s length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, during the year under review, there are no materially significant related party transactions which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.
The policy on Related Party Transactions, as approved by the Board, is uploaded on the Company’s website and may be accessed at the link https://www.nikstech.com/pdfs/Policy%20OnRPT.pdf.
The details of the transactions with related parties pursuant to Accounting Standard during financial year 2021-22 are provide d in notes to the accompanying financial statements.
MATERIAL CHANGES AND COMMITMENTS:
No significant and material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
AUDITORS:
M/s. Gupta Agarwal & Associates, Chartered Accountants, (FRN: 329001E) were appointed as the Statutory Auditor of the Company at the 6th Annual General Meeting of the Company held on 30th December, 2020 for a term of 5 Consecutive years commencing from the conclusion of the 6th Annual general Meeting till the conclusion of the 11th Annual General Meeting of the Company to be held in the year 2025.
AUDITOR’S REPORT:
The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark.
INTERNAL AUDITOR:
Pursuant to the Provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 the consent of the Board of Directors be and is hereby accorded for the appointment of M/s. Majumder & Associates, (FRN: 332321E) Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2021-22 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and Internal Auditor.
SECRETARIAL AUDIT:
The Board had appointed M/s. S. A & Associates (C.P No. 3173), Practicing Company Secretary, to carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure A"
DIRECTORS’ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178
Remuneration Policy:
The Nomination and Remuneration Committee ("Committee") of the Company and this Policy shall be in compliance with the provisions of Section 178 of the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and such other rules/ regulations as may be applicable to the Company:
a) CEO/Managing Director & CFO - Criteria for selection/appointment:
For the purpose of selection of the CEO/MD & CFO, the Remuneration Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board. The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.
b) Remuneration for the CEO/Managing Director & CFO:
At the time of appointment or re-appointment, the CEO/Managing Director & CFO shall be paid such remuneration as may be mutually agreed between the Company (which includes the A&R Committee and the Board of Directors) and the CEO/Managing Director & CFO within the overall limits prescribed under the Companies Act, 2013. The remuneration of the CEO/Managing Director & CFO comprises only of fixed component. The fixed component comprises salary, allowances, perquisites, amenities and retrial benefits.
c) Remuneration Policy for the Senior Management Employees:
In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the Remuneration Committee shall ensure the relationship of remuneration and performance benchmark is clear. The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the Remuneration Committee for its review and approval.
RISK MANAGEMENT:
In today’s economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole. At present the Company has not identified any element of risk which may threaten the existence of the Company.
POLICIES
A. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. In compliance with Section 177 of the Companies Act, 2013 and other applicable provisions, the company has formulated a Vigil Mechanism/Whistle Blower Policy (Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical behaviour in all its business activities and in line with the best governance practices.
This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.
The policy is available on the website of the company https://nikstech.com/code -and-policies.
B. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.
The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints of sexual harassment have been received by the company.
C. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
Your company has in place the code of conduct to regulate, monitor and report trading by Directors and Designated Employees in order to protect the investor’s interest as per Securities and Exchange of Board of India (Prohibition of Insider Trading) regulations, 2015. As per the code periodical disclosures and pre-clearances for trading in securities by the Directors, Designated Employees and Connected Persons is regulated and monitored.
D. RISK MANAGEMENT POLICY:
Your company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk my means of a properly designed framework.
PARTICULARS OF EMPLOYEES:
As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report.
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2021-22.
The information required pursuant to section 197(12) read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2021-22 forms part of this report as "Annexure-B".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status of the Company's and its future operation.
BOARD OF DIRECTORS:
The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.
APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Retirement by Rotation:
Ms. Anamika Anand (DIN: 08229644) Director, who retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.
Appointment/Re-appointment of Director:
During the period under review following Directors have been appointed on the Board of the Company.
Resignation of Director:
During the period under review following Directors have been resigned from the Board of the Company.
Appointment and Resignation of KMP:
Mr. Pushpendra Patel the Company Secretary cum compliance officer of the company resigned for the post w.e.f 16.06.2021.
Mr. Adarsh was appointed as a Company Secretary cum compliance officer w.e.f 12.08.2021 and resigned from the post of Company Secretary cum compliance officer w.e.f 01.11.2021. Ms. Annu Lath was appointed as Company Secretary cum compliance officer of the company w.e.f 10.03.2022.
Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.
Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on March 22, 2022 to review the performance of Non-independent Directors and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.
DECLARATION BY INDEPENDENT DIRECTORS
All independent directors have given declarations confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.
FAMILIARISATION PROGRAMME FOR INDEPENDENTDIRECTORS:
The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board business. During the year, 11 (Eleven) Board Meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days. Detailed of Board meeting are 28.05.2021, 01.06.2021, 15.06.2021, 06.07.2021, 12.08.2021, 02.09.2021, 30.09.2021, 03.11.2021, 11.11.2021, 13.11.2021 and 10.03.2022,
ANNUAL EVALUATION OF BOARD’S PERFORMANCE:
During the year under review, the Board adopte d a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Having regard to the industry, size and nature of business your Company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. All the members of the Board and the Management Committee have affirmed their compliance with the Code of Conduct.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD 0F DIRECTORS
A) AUDIT COMMITTEE:
Terms of Reference:
The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. These broadly includes
(i) Develop an annual plan for Committee
(ii) review of financial reporting processes,
(iii) review of risk management, internal control and governance processes,
(iv) discussions on half yearly and annual financial statements,
(v) interaction with statutory, internal auditors,
(vi) recommendation for appointment, remuneration and terms of appointment of auditors and
(vii) risk management framework concerning the critical operations of the Company. In addition to the above, the Audit Committee also reviews the following:
a) Matter included in the Director’s Responsibility Statement.
b) Changes, if any, in the accounting policies.
c) Major accounting estimates and significant adjustments in financial statement.
d) Compliance with listing and other legal requirements concerning financial statements.
e) Disclosures in financial statement including related party transactions,
f) Qualification in draft audit report.
g) Scrutiny of inter-corporate loans & investments.
h) Management’s Discussions and Analysis of Company’s operations.
i) Valuation of undertakings or assets of the company, wherever it is necessary.
j) Letters of Statutory Auditors to management on internal control weakness, if any.
k) Major non routine transactions recorded in the financial statements involving exercise of judgement by the management.
l) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors considering their independence and effectiveness, and recommend the audit fees.
m) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.
Composition:
The Audit Committee consists of two Independent Directors and one Executive Director as on 31.03.2022. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise.
Mr. Robin Jain was resigned from the board w.e.f 12.08.2021 Mr. Pankaj Kumar was appointed to the board w.e.f 12.11.2021 Mr. Rakesh Kumar Singh was appointed to the board w.e.f 03.11.2021
B) NOMINATION COMMITTEE & REMUNERATION:
The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.
The Committee is empowered:- a. Formulation of the criteria for determining the qualifications, positive attributes and independence of Director; b. Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnel’s; c. Support Board in evaluation of performance of all the Directors & in annual self-assessment of the Board’s overall performance; d. Conduct Annual performance review of MD and CEO and Senior Management Employees; e. Administration of Employee Stock Option Scheme (ESOS); f. Formulate a policy relating to remuneration for the Directors, Committee and also the
Senior Management Employees.
Composition of the Remuneration & Nomination Committee is as follows:
*Note: Mr. Pravin Poddar was resigned from the board w.e.f 12.08.2021 Mr. Robin Jain was resigned from the board w.e.f 12.08.2021 Mr. Pankaj Kumar was appointed to the board w.e.f 12.11.2021 Mr. Rakesh Kumar Singh was appointed to the board w.e.f 03.11.2021
This Committee has been formed to carry out the function as contained in Schedule III of the Companies Act, 2013 and shall enjoy necessary powers and authority reviews commensurate with its functions.
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee consists of the following Directors as given below. The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows:
i) Terms of Reference: The terms of reference of the Committee includes the following:
a) To review all complaint recorded in Scores of SEBI and replies made to the same by RTA/Company Secretary.
b) To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars.
c) To take action of all grievances and complaints lodge d by the stock exchange, shareholders associations and other bodies.
d) To review grievances of other stakeholders of the Company given in their individual capacity.
e) Overview activities relating to share maintenance and related work. The composition of Share Transfer/Investor Grievance Committee is as follows:
*Note: Mr. Pravin Poddar was resigned from the board w.e.f 12.08.2021 Mr. Robin Jain was resigned from the board w.e.f 12.08.2021
Mr. Pankaj Kumar was appointed to the board w.e.f 12.11.2021 Mr. Rakesh Kumar Singh was appointed to the board w.e.f 03.11.2021
DETAILS OF INVESTOR’S GRIEVANCES/ COMPLAINTS
The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2022 are NIL.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 wherever applicable, are given in the notes to the Financial Statements.
LISTING OF THE COMPANY ON BSE STARTUPS SEGMENT UNDER SME PLATFORM OF BSE LIMITED:
The securities of the Company are listed on the BSE Startups under SME Platform of BSE Limited. Further, the Company has no equity shares carrying differential voting rights.
DEMATERIALIZATION OF SHARES AND LIQUIDITY:
The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE0GX601011 has been allotted for the Company. 100% of the Company's Paid-up Share Capital is in dematerialized form as on 31st March, 2022.
CORPORATE INDENTIFICATION NUMBER
The Company’s CIN as allotted by the Ministry of Corporate Affairs ("MCA") is U80904BR2014PLC022439
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management’s discussion and analysis is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE:
The Company being listed on the Small and Medium Enterprise Platform (BSE SME STARTUP PLATFORM) is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of the corporate governance voluntarily.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.
CAUTIONARY NOTE:
The statements forming part of the Director's Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual performances or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.
By order of the Board of Directors
For NIKS Technology Limited