Your Directors have pleasure in presenting their 11th Annual Report together with the Audited
Financial Statements of the Company for the financial year ended March 31, 2025.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Key highlights of financial results for NIKS Technology Limited for the financial year 2024-25
are tabulated below:
(Rs. In Lakhs)
|
Particulars
|
2024-25
|
2023-24
|
|
Total Revenue
|
909.29
|
610.86
|
|
Less: Total Expenses
|
844.98
|
549.47
|
|
Profit Before Tax
|
64.31
|
61.39
|
|
Less: Tax Expenses:
|
|
|
|
Current Year Tax
|
13.26
|
16.60
|
|
Earlier Years Tax
|
3.02
|
1.12
|
|
Deferred Tax
|
2.98
|
(0.83)
|
|
Net Profit After Tax
|
45.05
|
44.50
|
BRIEF DESCRIPTION OF THE COMPANY’S STATE OF AFFAIRS:
During the financial year 2024-25 the total revenue has been increased to ? 909.29/- Lakhs as
compared to the previous year i.e. ? 610.86/- Lakhs. The Company’s net profit before tax is ?
64.31/- Lakhs as compared to ? 61.39/- Lakhs in the previous figures. The Companies net profit
after tax for the current financial year is ? 45.05/- Lakhs as compared to ? 44.50/- Lakhs to the
previous year.
COMPANY OVERVIEW
We offer a wide array of services spanning technology solutions, drone operations, and ecommerce
ventures. Specializing in IT services, we provide customized application development, managed IT
services, and robust cybersecurity solutions. Our training programs in Ethical Hacking, Embedded
Systems & Robotics, Software Development, and Networking & Communication empower
professionals with essential skills. Being in the business of drone technology, we engage in
manufacturing, repair, trading, and rental services for commercial and agricultural drones,
alongside providing AMC and specialized services for sectors like healthcare, construction, and
event videography etc. Additionally, we operate e-commerce and m-commerce platforms, ensuring
seamless direct-to-home and mail order services. We are committed to deliver quality, innovation,
and integrity in all our endeavors, fostering long-term partnerships for mutual growth and
success.
TRANSFER TO GENERAL RESERVE
The Company didn’t transfer any amount to the General Reserve for the financial year 2024-25.
DIVIDEND:
The Board does not recommend any dividend for the financial year 2024-25.
SHARE CAPITAL:
Authorised Share Capital
There has been no change in the Authorised Share Capital of your Company during the year, thus,
the current authorised share capital of the Company stood at Rs. 1,00,00,000/- (Rupees One
Crores Only) divided into 10,00,000 (Ten Lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each.
Issued, Subscribed and Paid up Share Capital
During the year the following changes were affected in the issued, subscribed and paid-up share
capital of the company:
Conversion of Share Warrants into Equity Shares
During the previous financial year vide an Extra Ordinary General Meeting dated 23rd October
2023 your Company had issued 1,00,000 (One Lakh) fully convertible equity share warrants
and during the year the following conversions of share warrants to equity shares took place:
• Out of 1,00,000 fully convertible equity warrants 25,000 (Twenty-Five Thousand) equity
shares of the face value of Rs.10/- (Rupees Ten only) each were allotted, vide Board
Resolution dated 19th July 2024, pursuant to conversion of 25,000 (Twenty-Five Thousand)
fully convertible share warrants into equity shares on preferential basis.
• Out of 1,00,000 fully convertible equity warrants 50,000 (Fifty Thousand) equity shares of
the face value of Rs.10/- (Rupees Ten only) each were allotted, vide Board Resolution dated
10th March 2025, pursuant to conversion of 50,000 (Fifty Thousand) fully convertible share
warrants into equity shares on preferential basis.
Post allotment of equity shares as aforesaid, the issued, subscribed and paid-up equity share
capital of the company as on 31st March, 2025 stood Rs. 50,00,000/- (Rupees Fifty Lakhs Only)
divided into 5,00,000 (Five Lakhs) equity shares of Rs.10/- (Rupees Ten Only).
CHANGES IN THE NATURE OF BUSINESS:
During the year under review there were no changes in the nature of business of the company.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the balance sheet.
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.
BOARD POLICIES
The details of various policies approved and adopted by the Board as required under the Act and
SEBI Listing Regulations are as follows:
a. Code of conduct for director and senior management
b. Policy on determining materiality of events
c. Policy for determining material subsidiary
d. Code of conduct for unpublished price sensitive information
e. Code for disclosure on prohibition for insider trading
f. Anti-Sexual harassment policy
g. Code of Independent Directors
h. Policy on Familiarisation of Independent Director
i. Policy on preservation of documents
j. Policy on whistle blower & vigil mechanism
k. Nomination and Remuneration Committee Policy
l. Policy on related party transactions
m. Policy on Risk Management
n. Criteria for making payment to Non-Executive Director
o. Role and Responsibilities Stakeholder Relationship and Investor Grievance Committee
VOLUNTARY REVISION OF FINANCIAL STATEMENT AND BOARD’S REPORT
During the reporting period no revision of financial statement or Board Report was made in respect
of any of the preceding three financial year.
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, 2025 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 equipment’s;
There is no capital investment made by the Company on energy conservation
equipment’s.
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 are no foreign exchange earnings during the financial year 2024-2025.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the Financial Year were on an arm’s
length basis, in the ordinary course of business and in compliance with the applicable provisions
of the Companies Act, 2013. All the details regarding related parties are disclosed in the Financial
Statement.
During the Financial Year under review your Company has entered into related party transactions
and the details as per provisions of section 134(3) (h) of the Companies Act, 2013 read with
provisions of rule 8 of the Companies (Accounts) Rules, 2014, are disclosed in Form No. AOC-2 as
an Annexure-A.
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.
MATERIAL CHANGES AND COMMITMENTS:
There has been no material changes and commitments occurred between the end of the financial
year to which the financial statements relate and the date of this Report:
STATUTORY AUDITORS:
M/s. Jay Gupta & Associates, Chartered Accountants, (Firm Registration No. 329001E) were
appointed as the statutory auditors of the Company for a term of 5 years from the conclusion of
the 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting. The first
term of Jay Gupta & Associates will end at the ensuing Annual General Meeting and it is proposed
to re-appoint them as statutory auditors of the Company for the second term of 5 years from the
conclusion of the 11th Annual General Meeting till the conclusion of the 16th Annual General
Meeting.
M/s. Jay Gupta & Associates have confirmed that they meet the eligibility criteria and are free
from any disqualifications as specified under Section 141 of the Companies Act, 2013 and have
affirmed their independent status.
AUDITOR’S REPORT:
The statutory auditor’s report do not contain any qualifications, reservations, or adverse remarks
or disclaimer.
INTERNAL AUDITOR:
The Board of Directors based on the recommendation of the Audit Committee has appointed M/s.
R SHUKLA & Co. (FRN: 033393C) Chartered Accountants, as the Internal Auditor of the Company
for the Financial Year 2024-25.
SECRETARIAL AUDIT:
The Board on recommendation of Audit Committee had appointed M/s. S. A & Associates (C.P No.
3173), Practicing Company Secretary, to carry out secretarial audit for the year 2024-25. 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 B”
COST AUDITOR
The Board of Directors of the Company here confirmed that according to the Companies working
and business, the Company does not require to appoint the Cost Auditor as per the Section 148 of
the Companies Act, 2013.
COST RECORDS
Your Company is not required to maintain Cost Records as specified by the Central Government
u/s 148 (1) of the Companies Act, 2013.
FRAUDS REPORTED BY THE AUDITORS
During the period under review, there are no frauds reported by the Statutory Auditors of the
Company under section 143(12) of the Companies Act, 2013.
DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY AND CRITERIA FOR MATTERS
UNDER SECTION 178
Remuneration Policy:
A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section
178 and other applicable provisions of the Companies Act, 2013 and rules thereto and Regulation
19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating
therein the Company’s policy on Directors’/Key Managerial Personnel/other employee’s
appointment and remuneration by the Nomination and Remuneration Committee and approved by
the Board of Directors. As part of the policy, the Company strives to ensure that the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors
/ KMPs of the quality required to run the company successfully. The policy is available on the
website of the company https://www.nikstech.com.
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.
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.
During the year under review no whistle blower event was reported.
The policy is available on the website of the company https://nikstech.com/code-and-policies.
PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:
The 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. The policy is available on the website of the company https://www.nikstech.com/code-
and-policies.php.
CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
The 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.
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961
If female employees exist the Company declares that it has duly complied with the provisions of the
Maternity Benefits Act, 1961. All eligible women employees have been extended the statutory
benefits prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible return-to-
work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in
accordance with applicable laws.
RISK MANAGEMENT POLICY:
The company is having adequate risk management procedures commensurate with the size of the
Company and the nature of its business. With regard to the element of risk, there is no element of
risk in the opinion of the Board which may threaten the existence of the Company.
HUMAN RESOURCES:
The company believe that the employees are key contributors to the success of the business. Your
company focus on attracting and retaining the best possible talent. This attribute helps employees
garner a sense of brotherhood with the management which ultimately produces exemplary results
for the entire organization. Company’s manpower is a prudent mix of the experienced and youth
which gives the dual advantage of stability and growth. Entire work processes and skilled, semi¬
skilled and unskilled resources together with management team have enabled to implement your
company’s growth plans. Your Company believes that the human resources are a very important
part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and
other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is
available for outstation employees.
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 2024-25.
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 2024-25 forms
part of this report as “Annexure-C”.
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:
Appointment/Re-appointment of Director:
During the period under review there were no such directors being appointed in the company.
Retirement by Rotation:
Mr. Keshav Das Sonakiya (DIN: 08475784) Director, who retires by rotation at the ensuing Annual
General Meeting (AGM) and being eligible offers himself for re-appointment.
Resignation of Director:
During the period under review there were no such directors being resigned from the Board of the
Company.
Appointment and Resignation of KMP:
During the period under review, Ayushi Khaitan Company Secretary cum Compliance Officer of
your Company has resigned from her position on 12th July 2024 and CS Megha Vyas has been
appointed as Company Secretary and Compliance Officer with effect from 12th July 2024.
DECLARATION BY INDEPENDENT DIRECTORS
All independent directors have given declarations confirming that they meet the criteria of
independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16(1)
(b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a
separate meeting on March 10, 2025 without the attendance of Non-Independent Director and
Members of management. All the Independent Directors were present at the said meeting. The
activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said
meeting.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarisation 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 familiarisation 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, 10 (Ten) Board Meetings were held.
The maximum time gap between any two consecutive meetings did not exceed 120 days. The
necessary quorums were present for all the meetings.
During the year under review 10 (ten) Board met ten times. The details of the directors meeting
along with the attendance are as follows:
|
Sl No.
|
Date of Board Meeting
|
No. of Directors’ as on
|
No. of Directors’ present at
|
| |
|
date of meeting
|
the meeting
|
|
1.
|
18th April 2024
|
5
|
5
|
|
2.
|
24th May 2024
|
5
|
5
|
|
3.
|
12th July 2024
|
5
|
5
|
|
4.
|
18th July 2024
|
5
|
5
|
|
5.
|
19th July 2024
|
5
|
5
|
|
6.
|
26th August 2024
|
5
|
5
|
|
7.
|
12th November 2024
|
5
|
5
|
|
8.
|
10th January 2025
|
5
|
5
|
|
9.
|
10th March 2025
|
5
|
5
|
|
10.
|
11th March 2025
|
5
|
5
|
ANNUAL EVALUATION OF BOARD’S PERFORMANCE:
During the year under review, the Board adopted 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 OF 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) Establishing a vigil mechanism for directors and employees to report their genuine
concerns or grievances;
m) Evaluating of internal financial controls and risk management systems;
n) Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds
utilized for purposes other than those stated in the offer document / prospectus / notice
and the report submitted by the monitoring agency monitoring the utilization of proceeds of
a public or rights issue, and making appropriate recommendations to the Board to take up
steps in this matter;
o) Reviewing the functioning of the whistle blower mechanism;
p) 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.
q) 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.
r) Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit;
s) Reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems;
t) Carrying out any other function as is mentioned in the terms of reference of the Audit
Committee and any other terms of reference as may be decided by the Board and/or
specified/ provided under the Companies Act, 2013 or SEBI Listing Regulations or by any
other regulatory authority.
Committee Constitution is as follows:
The Audit Committee consists of two Independent Directors and one Executive Director as on
31.03.2025. All members of the Audit Committee are financially literate, and they have accounting
or related financial management expertise.
|
Sr.
No.
|
Name
|
Designation
|
No of Meeting
held
|
No of Meeting
Attended
|
|
1
|
Mr. Rakesh Kumar Singh
|
Chairman
|
4
|
4
|
|
2
|
Mr. Pankaj Kumar
|
Member
|
4
|
4
|
|
3
|
Mr. Manish Dixit
|
Member
|
4
|
4
|
During the year under review 5 (Five) meetings were held on the following dates: 24.05.2024,
26.08.2024, 12.11.2024, 08.01.2025 and 11.03.2025.
B) NOMINATION & REMUNERATION COMMITTEE:
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.
Terms of Reference:
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 Nomination & Remuneration Committee is as follows:
|
Sr.
No.
|
Name
|
Designation
|
No. of Meeting
Held
|
No. of Meeting
attended
|
|
1
|
Mr. Pankaj Kumar
|
Chairman
|
2
|
2
|
|
2
|
Mr. Rakesh Kumar Singh
|
Member
|
2
|
2
|
|
3
|
Mr Keshav Das Sonakiya
|
Member
|
2
|
2
|
During the year under review 2 (Two) meeting were held on following dates: 12.07.2024 and
11.03.2025
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 lodged 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 Stakeholder Relationship Committee/Investor Grievance Committee is as
follows:
|
Sr.
No.
|
Name
|
Designation
|
No. of Meeting
Held
|
No. of Meeting
attended
|
|
1
|
Mr. Rakesh Kumar Singh
|
Chairman
|
4
|
4
|
|
2
|
Mr. Pankai Kumar
|
Member
|
4
|
4
|
|
3
|
Mr. Manish Dixit
|
Member
|
4
|
4
|
During the year under review 4 (Four) meetings were held on the following dates: 24.05.2024,
26.08.2024, 12.11.2024 and 08.03.2025.
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, 2025 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.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and Designated Employees of the Company. The
Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or
sale of Company shares by the Directors and the Designated Employees while in possession of
Unpublished Price Sensitive Information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the Designated Employees have confirmed compliance with the Code.
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 as “Annexure-D”.
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.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The 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).
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively.
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016
During the period under review, no application has been made or any proceeding is pending under
the IBC-2016.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and sale operations. The
Company’s policy requires the conduct of all operations in such manner so as to ensure safety of
all concerned, compliance of statutory and industrial requirements for environment protection and
conservation of natural resources to the extent possible.
DIFFERENCE IN VALUATION:
During the period under review, the Company has never made any one-time settlement against the
loans obtain from banks and financial institution and hence this clause is not applicable.
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.
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
Registered office: By Order of the Board of Directors
Flat No. 501, Shiv Laxmi Plaza For Niks Technology Limited
Opp. Rajendra Nagar Terminal,
Old Bypass Main Road
Kankarbagh Patna-800020, Bihar
Place: Patna Manish Dixit Anamika Anand
Date: 27-08-2025 Managing Director Director
DIN:06888132 DIN: 08229644
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