NIKKI GLOBALFINANCE LTD....30TH ANNUAL REPORT 2015-16 • • NIKKI GLOBAL FINANCE LIMITED, Regd. Off.:1-9, LGF, Lajpat Nagar -1, New Delhi -110024 CIN:L65999DL1986PLC024493 Tele Fax:

NIKKI GLOBAL FINANCE LTD.Registered Office: 1-9, LGF, Lajpat Nagar -I New Delhi- 110024 CIN: L65999DL I986PLC024493

Telefax: +91-11-640003231 Web: www.nikkiglobal.com 1E-mail: [email protected]

Ref. No.: NIKKII2016-17/ Date: - 30.09.2016

To,The General Manager,Department of Corporate Services,Bombay Stock Exchange Limited, Mumbai25th Floor, Phiroze Jeejeebhoy TowersDalal Street,Mumbai - 400001

Dear Sir/Madam,.(?

Sub.: Annual Report of the Company for the Financial Year 2015-16Ref.: Scrip Code- 531272

Please find attached Annual Report of the Company for the Financial Year 2015-16 as requiredunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, duly approved and adopted by the members at the Annual General Meeting held onSeptember 30,2016 as per the provisions of the Companies Act, 2013.

This is for your information and records .•

Thanking You,

Your's faithfully,

For Nikki Global Finance Limited

~01>'(Gunjita Kalani)Company SecretaryM. No. A39187

Encl.: as above

•

30TH ANNUAL REPORT2015-16

• •NIKKI GLOBAL FINANCE LIMITED,

Regd. Off.: 1-9, LGF, Lajpat Nagar -1, New Delhi -110024CIN: L65999DL1986PLC024493

Tele Fax: 011-64000323,Mobile No. 09871005526E-mail: [email protected]@nikkiglobal.com.

Website: www.nikkiglobal.com

1-9,LGF, Lajpat Nagar -1, New Delhi -110024, Registered Office

BOARD OF DIRECTORS

Mr. AsheshAgarwal (DIN: 02319026)Mr. ShashwatAgarwal (DIN: 00122799)Mr. Sanjay Tandon (DIN: 00421811)Mr. Subodh Agarwal (DIN: 00122844)Mr. Gaya Prasad Gupta (DIN: 00335302)Mr. Manoj Kumar (DIN: 02855139)Mrs. Kavita Awasthi (DIN: 03106803)

•

Managing DirectorDirectorDirectorDirectorDirectorDirectorDirector

Ms. Gunjita Kalani Company Secretary

SKYLINE FINANCIAL SERVICES PVT. LTD.D-153/A, 1st Floor, Okhla Industrial Area,Phase-1, New Delhi -110020

Registrar & TransferAgent

M/s J Agarwal & Associates,Chartered Accountants,124,z-i, Hemant Vihar,

Barra - 2, Kanpur - 208027

Auditors

HDFCBank of India

Bankers

INDEXS.No. Content Page

No.1 Notice 1-102 Director's Report 11-313 Corporate Governance 32-434 Management Discussion 44-45

& Analysis Report5 Certificate on Compliance 46

of Corporate Governance6 Auditor's Report 47-547 Balance Sheet 558 Profit & Loss Account 569 Notes to accounts 57-65

10 Cash Flow Statement 6611 Proxy 67-6812 Attendance Slip 69

Notice is hereby given that 30th AnnFinance Limited (CIN: LQ5999DLI9.86P.•...September,2016 at 3:30 P.M. at IehRajkhari,NazabgarhRoad,New Delhi - 1100

holders of Nikki Globalbe Id on Friday, 30th

. day of.- ge Chha la, beyond BSF Camp,

transactthe following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the auditedBalanceSheetasat 31st March; 2016 andtheProfit andLoss Account of the Companyfor the financial year endedon 31sI March, 2016andtheReports of Board of Directors andAuditors thereon.

2. To appoint a Director in place of Mr. ShashwatAgarwal (DIN: 00122799),who retiresby rotation andbeing eligible, offers himself for re-appointment.

3.. To consider and if thought fit, to pass with or without modification(s), followingresolutionasan ordinary resolution.-

."RESOLVED THAT' pursuantto the provisions of Section 139 of the CompaniesAct,2013 ("Act") andother applicable provisions of the Act, if any and the Rules framed .'thereunder,as amended.from time' to time, the Company hereby ratifies appointmentofMls JAgarwal & Associates, Chartered Accountants (lCAI Firm Registration No.002601C), asauditors of theCompany to hold office front the conclusion of this'AnnualGeneral Meeting till the conclusion of thirty first Annual General Meeting of theCompany-to.be held-in -theyear 2017 at such remunerationas:may ,bemutually agreeduponbetween-theBoard of Directors of the CompanyandtheAuditors." "

SPECIAL BUSINESS

. 4. To considerand-if thought fit, to passwith or without modification, if any; the followingresolutionasa Special Resolution:- • . . '.

"RESOLVED THAT pursuant to the provisions of Section J 88 and all other applicableprovisions, ifany, of the CompaniesAct, 2013 (the Act) subject to the suchconsent,sanction;permission or approval as may be necessary,consent of the membersof thecompany be and is hereby accordedto the Board of Directors of the Companyto enterinto contracts and/or arrangementswith related parties as defined under the Act in theordinary course of businessat fair market price and.arm's length with respectto sale,purchase or supply of any goods or materials, selling or otherwise disposing of, orbuying, leasing of property of any kind, availing or rendering of any services,appointment of agent for purchaseor sale of goods, materials, services or property orappointmentof such related party to any office or place of profit in the Companyor itssubsidiary, if any, or associateCompany, if an. or any other transaction of whatevernaturewith relatedparties."

"RESOLVED FURTHER THAT the Board of Directors- of the Company be and ishereby authorized ~o take such steps as rnaj be necessary for obtaining approvals,statuary,contractual or otherwise, in relation to e abo ~ an to settle all mattersarisingout of and incidental thereto, and to sign and ex eeds applications,documentsandwritings that may be required,on behalfof C d generally to do all acts,deeds,matters and things that may be necessary. 'en or incidental theretofor the purposeof giving effect to this resolutio

"RESOLVED FURTHER lR-'\- --

hereby authorized to determinetransaction(s) and the terms and COIxi!;DI5 :-::~:C

other matters·arisingout-of or incidedeeds,matters and things that may be necessary,for thepurposeof giving effect to this resol .

Ut:x;::n;s 0 the Company be and isinvolved in the proposed

o and to settle or resolve all:!...•.•.reposed rransactiorusjand to do all acts,

r. expedientor incidental thereto

"RESOLVED FURTHER THAT all earlier contractsor arrangementsas defined underSection 188 of the Companies Act, 2013 read with rules made thereunder or underSection294, 294A of the erstwhile CompaniesAct, 1956madeby the Board of Directorsof the Company on behalf of the Company be and are hereby confirmed and ratifiedbeing in ordinary courseof businessandat arm's lengthbasis."

5. To considerand if thought fit, to passwith or without modification, if any, the followingresolutionasa Special Resolution:-

"RESOLVED THAT pursuant to the provisions of Section 180(1) (c) and other. applicable provisions, if any, of the Companies Act, 2013 readwith rules madethereunder(including all its statutory enactment(s)or modification(s) madetherein fromtime to time for time being in force) the Board of Directors of the Company (hereinafter

',c;;alledthe "Board" which term shall be deemedto include person(s)authorized'and! or.'committee{srwhich the Board may haveconstitutedor hereinafterconstitute to exercise.'its powers .including the- powers conferred by, this resolution)'. be and are hereby

. authorizedto bortowany sum or sumsof money from time to time on suchterms and .conditions-andwith or without security-asthe Board may-think fit which, togetherwith .themoneysalready borrowed 'by the Company (apart from temporary' loans obtainedfrom the" Company's Bankers in the ordinary course of business), may exceed the-aggregatefor the time being of the paid-up capital and its free reserves,that is to say,reserves not set apart for any specific purpose, provided that the total amount of

.'.money/moneysso borrowed by the Board shall not-at any point of time exceedthe limitof'Rs. 50.Crores (RupeesFifty Croles Only)."

.:i"

"RESOLVED FURTHER THAT earlier loansunderSection 180(1) (c) of the CompaniesAct; 2013 or under Section293(1) (d) of the erstwhile CompaniesAct, 1956madeby theBoard of Directors on behalf of the Companybeandareherebyconfirmed andratified."

"RESOLVED FURTHER THAT the Board (the term Board may include any committeealreadyconstituted or constitutedthereafter or any person(s)be and is hereby authorizedto take such stepsas may be necessaryfor obtaining approvals,statutory, contractual,orotherwise, if any required, in relation to the aboveand to settle all mattersarising out of

..and incidental thereto, and to sign and executeall deeds,applications, documentsandwritings that may be required, oh.behalf of the Company and to do all acts, deedsand .'thirigs that may be necessary,proper, expedientor incidental for the purpose of givingeffect to this resolution." .

For Nikki Global FinanceLimited

CompanySecretaryM. No.:A39187

Place:- New DelhiDate: - 25.08.2016

NOTES:

1.'An Explanatory Statementpursuantto Section.the SpecialBusinessto be transactedat the <"IILJIUiL

_013relating toexedhereto.

2; A MEMBER ENTITLED TO ATTEND ill -OTE IS £iTITLED TO APPOINTA. PROXY TO ATTEND AND VOTE 0 POLL 0_- HIS I HER I THEiR BEHALFAND THE PROXY NEED. NOT BE A MEMBER OF THE COMPANY. Pursuantto .Section IOSof the CompaniesAct, 2013, a person can act as a Proxy on behalf of not.morethan fifty membersholding in aggregate,not more than ten percentof the total sharecapital of the Company. Membersholding more than ten percentof the total sharecapital

_of the-Company may appoint a single person as Proxy, who shall not act as a Proxy forany-other Member. The.instrument of Proxy, in order to be effective, shouldbe depositedat the Registered Office of the Company,duly completed and signed, not later than 48hours before the commencementof the meeting. A Blank Proxy Form (MGT 11) is.annexedto this Report. Proxiessubmittedon behalf of Limited Companies,Societies,etc.,must be supportedby an appropriateresolution/ authority, asapplicable.

I

I

I

3. Corporate Members jntending to send their. authorized representativesto attend the. meeting arerequested to sendto theCompany, a certified copy of the Board Resolution

authorising their representativeto attendand vote in their behalf at the Meeting.d' "'. '. 'l~ .•;"

4.'TheRegister of Members and ShareTransferBooks 'of the Companywill be closedfrom"Frid,ay, '~eptember23, 2016 to Friday, September30~2016,both daysinclusive. ' ".,

r.l.c5.1n'case ofjoint holder attendingthe Meeting; only suchjoint holder who is higher in the'.' .. ''()rder'of na}P-eswill be entitled to vote.: .~: " .~,.

c' .. 6; Addiiio~al Information pursuant to the lCistingAgreement with the Stock Exchangean,f'' .. SS~2in-,resp~ctof Director seekingre-appointmentas mentionedunder item no. 2 in the

notice of Annual GeneralMeeting is provided hereunder.The said Director hasfurnished..necessarydocuments/declarationsf01their re-appointment.'

Information of Directors beingappointed/re-appointedasrequired under Regulation36of Securities and" Exchange Board of India (Listing Obligations and DisclosureRequirements)Regulations,2015andSecretarial Standard-2:-

i

2

,

Nameof the Director .Mr. ShashwatA arwalDate of Birth 23.12.1961Date of A ointment on the Board 26.03.2007 I

.Number of Sharesheld in the Comoan 15326Number of Meetin s of the Board attendedlheld. 9Directorships held in other public companies(excludingforeign corn aniesand GovernmentBodies)

8

Chairman/Member in the committeesof theBoardsofCompaniesin which he is Director (includesonly AuditCommittee, Stakeholderrelationship CommitteeandNomination and RemunerationCommittee)

I

7. Notice of Annual GeneralMeeting with complete Annual Report for the Financial Year2015~16 are available for inspection by the Members 0 e Company at the registeredoffice during normal businesshourson all workinz days,Ex ep Saturdays,SundaysandPublic Holidays, between 11:00 a.m. to 1:00 p.m. ~ - ze of the Annual GeneralMeeting of the Company.

I

8. MemberslProxy(ies)arerequestedto:

a. Bring their copy of the annual report and duly fill =- sli 5 10 attendthemeetingandproduce it at the entrance,for admission10 the _leering venue.

'. '.. b.rNote.. that all correspondencerelating to share transfers should be addressedto. RegistrarandTransferAgent of the Company,viz. Skyline Financial ServicesPrivate, Limited, at D-153, 1st Floor, Okhla Industrial Area, Phase-I,New Delhi -110020,Ph.No. 011-26812682-83/64732681-88, E-mail: [email protected].

c. QuotetheirDP ID No. IClient ID No. or folio numberin all their correspondence.

9. Members are requestedto notify immediately any change in their addressesto the.Company's Registrar and Share Transfer Agents, Skyline Financial Services Private

;.. - Limited for sharesheld in physical form and to their respectiveDepository Participants(DP) for sharesheld in electronic form.

,10; Pursuantto Section 101 and Section 136 of the CompaniesAct, 2013 read with relevantRules madethereunder,Companiescan serveAnnual Reportsand other communicationsthrough electronic mode to those Members who have registered their e-mail address

,either with the Companyor with the Depository. Members,who have not registeredtheire-mail addresswith the Company, can now register the same with the Company by

"senqing an emailon [email protected] or [email protected] mentioning subject: as to-register email id(s),. or [email protected] to our Registrar .and Transfer

Agent, Mls. Skyline Financial Services PrivateLimited. Members holding shares'in," ' demat form are requestedto· register, their e-mail address with their Depository»

Participant(s)only. Members of the Company,who haveregisteredtheir e-mail address,':are entitled to receive.suoh communication in physical form upon-request. Thus the

..,."c' ;',; AnnualReport 2015-16:along with the notice of Annual General Meeting, Attendance.:'t'\.:, .. ~'Slip~:Blank Proxy Form (MGT"ll)afe'heingsent by electronicmode to thoseMembers';...

whose e-mail addressesrare registered with the Company/Depositories,unless ani-Member has requestedfora physical copy of thesedocuments.For Members who have•not .registeredtheir e-mail addresses,physical copies are being sent by the permitted-

mode. •

11. Pleasenote that the meeting is for members or their proxies only. Pleaseavoid beingaccompaniedby non membersand children.

12. Membersof the Companycan opt anyone of the modefor Voting:

. (i). Re-moteE-voting , . .(ii) E-voting atVenue of Annual General Meeting(iii)Through Ballot / Poll Papersat venueof Annual GeneralMeeting

, Members are requestedto opt only one mode of voting and if the Members opted more .'. than one mode' then vote cast through E-voting will prevail and voting cast by othermodeswill be treatedinvalid.

13. Voting rights shall be reckoned on the paid up value of sharesregistered in the nameofthe Members.ason September23,2016.

14. The Scrutinizer.will submit his consolidated report (i.e.' including voting by all means-Voting through Re-mote E-voting, E-voting at 'enue of Annual General Meeting andthrough Ballot/Poll Paper)to the Chairmanor an . 0 er Director after the completion ofvoting at Annual General Meeting and the resul 01 '0 ing will be declared by theChairmanor any other Director on or before0 •_016 at the RegisteredOffice ofthe Company at 1-9, LGF, Lajpat Nagar-l _.e De j - 110024 and will also bedisplayed on the website of the Company i.e... - - , ·'.::lobal.comand communicated

to the Stock Exchange and also 10

Facility or E-voting at Venueof Ann_ _ which is providing Re-mote E-voting

Ge eral' eetingof the Company.

15. Votingthrough Electronic means:

(i) In compliance with the Regulation 44 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015 and Section

, 108 of the Act read with Rule 20 of the Companies (Management andAdministration) Rules, 2014, the Company is pleasedto offer the facility of votingthrough electronic means and the business set out in the Notice above may betransactedthrough such electronic voting. The facility of voting through electronicmeans is provided through the e-voting platform of Central Depository Services,(India) Limited (herein after referredasCDSL).

(ii) The facility of electronic voting and Ballot I Poll Paper shall be provided to theMembers at the Annual General Meeting who have not yet cast their vote eitherthroughRe-mote Evvoting.

16.A personwho has ac.quiredthe sharesand has becomea Member of the Companyafter" the despatchof the Notice of the AGM and prior to the Cut-off date i.e. 23rdSeptember,

2016, shall be entitled to exercisehis/her vote for all the items specified in the Notice of'AGM.

17.The e-voting will commence'on Monday, September26,2016 at (9:00 Hours 1ST)and, will close on Thursday, 29th September,2016 at (17:00 Hours 1ST).During this period,the Members,0:6. the Companyholding shareseither in physical form or in dematform ason the Cut-off- date 'i-e. SeptemherZ'I, 2016, may cast theirsvoteelectronically. The

:.Members will not be able-to cast their .vote electronically beyond'the date.and time (.,mentionedaboveand the.electronicvoting module shall be disabledfor voting byCDSL'thereafter.

, .

18.Once the vote on a resolution is ~astby the member, he/sheshall not be allowed tochangeit subsequentlyor castthe vote again.

19. The facility for voting through BallotIPoll Paperwould be madeavailable at the AGMandthemembers attending themeeting who havenot alreadycasttheir votesby Re-moteE-voting shallbe able to exercisetheir right at the meetingthrough BallotIPoll Paper.Thememberswho havealready casttheir vote by Re-moteEevoting prior to the meeting,mayalsoattendthe Meeting, but shall not be entitled to casttheir vote again.

20~The voting rights of the membersshall be in proportion to their share in the paid upequity sharecapital of the Companyason the Cut-off date i.e. September23,2016.

2LTheCompany has appointed Ms. Neha Jain, Practicing Company Secretary,Kanpur(Membership No. 8123; CP No. 10628)as the Scrutinizer for electronic voting process'(including remote Evvoting and E-votingat the venue of AGM), and voting at AnnualGeneralMeeting through BallotIPoll Paper,in a fair andtransparentmanner.

22.The instructions for shareholdersvoting electronicallyareasunder:

,(i) The voting period beginsMonday, September26, 016 at (9:00 Hours 1ST)and ends

on Thursday, 29th September, 2016 at (1 :00 Hours 1ST). During this periodshareholders' of the Company, holding shares either in physical form or in

dematerialized form, as on the cut-off date ( ) eptember23, 2016 may

5.•

cast their vote electronically. Thee-voting thereafter.

be disabled by CDSL for

(ii) The shareholders should log on to the e- .evotingindia.com.

(iii) Click on Shareholders.

(iv) . Now Enter your User ID

(v)

(vi)

a. For CDSL: 16digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number

registered with the Company.

Next enter the Image Verification as displayed and Click on Login.. .

If you are holding shares in demat form and had logged on to www.evotingindia.com

and voted on an earlier voting of any company, then your existing password is to be

used.

(vii) If you are a first time user follow the steps given below:

For Members holding sharesin Demat Form and Physical Form".

PAN Enter.your 10.digit-alpha-numeric PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

• <Members who. have not updated their PAN.· with the

CompanylDepository Participant are requested to use the first two

letters of their name and the 8 digits of the sequence number in the

PAN field.

• In case the sequence number is less than 8 digits enter the applicable

number ofO's before the number after the first two characters of the

name in CAPITAL letters. Eg. If your name is Ramesh Kumar with

sequence number 1 then enter RAOOOOOOOIin the PAN field.

Dividend

Bank

Details

OR Date

of Birth

(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mrnlyyyy format) as

recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company

please enter the member id / folio number in the Dividend Bank

details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on "SUBMIT" tab.

Ox) . Members holding shares in physical form v ~lIlhen directly reach the Company

selection screen. However, members holding shares in emat form will now reach

'Password Creation' menu wherein they are requi : mandatorily enter their login

password in the new password field. Kindl >Yordis to be

•

also used by the demat holders for 0 g ~ ~ resilli!!I-ioo6- 0 any other companyon

which they are eligible to vote, pro ided _"opts for e-voting through

CDSL platform. It is strongly recomme n - to your passwordwith any -

otherperson and take utmostcareto keep our passwordconfidential.

(x) For Members holding sharesin physical form, the details can be used only for e-

voting on the resolutionscontainedin this otice.

(xi) Click on the EVSN ofNikki Global FinanceLimited on which you chooseto vote.

(xii) On the voting page; you will see"RESOLUTION DESCRIPTION" and againstthe

samethe option "YES/NO" for voting. Selectthe option YES or NO asdesired.The

option YES implies that you assentto the Resolution and option NO implies that you

dissentto the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entireResolution

details.-

__(xiv) After-selecting the resolution you have decided to vote on, click on "SUBMIT". A

confirmation box will be displayed;If you wish to confirmyour vote, click on "OK",

elseto changeyour vote; click on "CANCEL" and accordingly modify yourvote. -

- (xv) - -<Qnce yqu). "CONFIRM" your vote_on the resolution.vyou will not be allowed-to

modify your vote.

".'>

(xvi) _ You can also take a print of the "otescast by clicking on "Click heretoprint" option

on the Voting page.

(xvii) If a demat account holder has forgotten the login passwordthen Enter the User ID

and the image verification code and click on Forgot Password& enter the details as

prompted by the system.

(xviii) Shareholderscan also cast their vote using CDSL's mobile app m-Voting available

for android basedmobiles. The ID-Voting app can be downloadedfrom Google Play

Store. Pleasefollow theinstructions as prompted by the mobile app while voting on

your mobile.

(xix) Note for Non - Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Indi iduals, HUF, NRT etc.) and

Custodian are required to log-onto www.evotingindia.com andregisterthemselvesas -

Corporates.

• A scannedcopy of the Registration Form bearing the stamp and sign of the entity

should be emailed to helpdesk.evotingrgjcdslindia.

d be created using the

be able to link the account(s)

.• After receiving the login details a CampU2..0llCe

admin login and password. The Compli

for which they wish to vote on.

• The list of accounts linked ID the login should be mailed to

[email protected] and on approval of the accounts they would be able

to cast their vote.

• . A scanned copy of the Board Resolution and Power of Attorney (POA) which they

have issued in favour of the Custodian, if any, should be uploaded in PDF format in

the system for the scrutinizer to verify the same.

.(xx) In case you have any queries or issues regardinge-voting, you may refer theFrequently Asked Questions ("F AQs") and e-voting manual available at

. wwW.evotingindia.com.under help section or write an email [email protected].

Contact Details:

.Company Mr. Ashesh Agarwal, Managing Director,Nikki Global Finance LimitedRegd. Office: 1-9, LGF, Lajpat Nagar-l, New Delhi-

110024,CIN: L65999DL1986PLC024493

Telefax: 011-64000323,E-mail·ID:[email protected].· t-

Website: www.nikkiglobal.com

Registrar andTransfer Agent

Skyline Financial Services Private LimitedD-153j4 st Floor, Okhla Industrial Area, Phase-I,New Delhi - 110020,Tel: +91-11-64732681 to 88.Fax: +91-11-26812682E..:mail: [email protected]

Remotee-votingAgency Central Depository Services (India) LimitedE-mail ID: helpdesk.evotingjgicdslindia.comPhone Nos.: 022- 22723333/ 8588

Scrutinizer Ms. Neha JainPractising Company SecretaryE-mail ID:[email protected] No.: 0512-2332397

8

EXPLANATO

The'following Explanatory Statement,pursuam("Act"), setsout all material' facts relating tothe accompanyingNotice datedAugust 25, 016:

_ 0 the CompaniesAct, 2013·0 ed at Item Nos. 4 to 5 of

Item No. 4:-

The Board of Directors of the Companyareal aysmaking efforts to regulateandmonitor alltransactionswith the related party(ies) though all the transactions are being in ordinarycourseof businessand at ann's length basisonly. where er, it is proposedto enter into anytransactionwith related party (ies) not being in ordinary course of businessand or/ not atarm's length basisand in excessof the limits prescribed under the Rule IS of Companies(Meeting cif Board ~md its powers) Rules, 2014, it will be subject to further approval ofmembersof the company as requited under Section 188 of the CompaniesAct, 2013 readwith rules made thereunder. All earlier transactionsentered into by company with relatedparty under Section 188 or Section 294 or 294A or any other provisions of the erstwhile 'CompaniesAct, are being hereby confinned and ratified which were entered in ordinarycourseof businessand atarm's length basis.

The proposedresolution is in the interest of the Company and Board of Directors of theCompanyrecommend this, resolution set out in the notice as SpecialResolution and Boardfurther recommend to ratify all earlier contracts or arrangementsentered with related as,

, .defined under Section 188 of the,CompaniesAct, 2013 or under Section294, 29.4Aor any" other'provisions '.of the Companies Act, 1956 which were entered in ordinary' course'ofbusinessandat arm's length basis.

None ofthe Directors; .Key managerialpersonnel or their relative is any way ,concerned-or -interested in this resolution except as Director or Shareholder.hirnself or through theirrelatives.'

s '

•The Board.recommendsthe resolution assetout at Item No. 4 of the Notice for approval bythe Membersof the Company.

Item No.S:-

In accordancewith the provisions of section 180(1)( c) of CompaniesAct, 2013, the Board ofDirectors cif the company make borrowings as arid when necessaryfor the working capitalrequirementsand for the smooth running cif the businessof the companyon suchterms and

.conditions as may deem fit.Tn view of the potential growth of the businessof the companyand anticipated need of additional funds that may be required in the near future, it was

'considered essential to borrow funds from diverse sources for various businessactivities/initiatives under taken by the company, consequent to which the amount soborrowed and outstanding either has exceededor about to exceedthe limit as prescribedunder Section 180(1) (c) of the CompaniesAct, 2013 read with Section 293(1) (d) of theerstwhileCompaniesAct, 1956.

Pursuantto the provisions of aforesaidSection,approvalof the shareholdersis required to betaken by way of special resolution in generalmeeting if the money borrowed, togetherwiththemoneyalready borrowed by the companyexceedsthe limit of:

• One hundred percent of its paid up sharecapital and free reserve, apart from thetemporary loans obtained by the compan s ers in the ordinary course of

business.

•

To meet out the future fund requirementsfor _',the Board of Directors areseeking your approval by way of passing the provisions of Section180 could be better complied and all the e or 0 be done by the companypursuant to' Section 180(1) (c) or under Sec'on 93 (1) (d) and to comply with the"

requirementsof thesaid Section/s), your directors recommendthe resolution assetout in the

Item no. 5 of the notice to be passedasSpecialResolution.

Your approval is being sought by voting on this resolution pursuant to the provisions ofSection 180(1)of CompaniesAct, 2013, -

None of the Directors, Key managerialpersonnelor their relative is any way concernedorinterested in this resolution except as Director or Shareholderhimself, or through theirrelatives.

TheBoard recommendsthe resolution as set out at Item No. 5 of the Notice for approvalby" the Members of the Company.

'For Nikki Global FinanceLimited

.~

Company SecretaryM,No.: A39187

, ,Place: - New DelhiDate:- 25.08.2016

lo

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DIRECfOR

Your Directors have pleasure in presentingAudited Statement of Accounts for the year en ed 0

FINANCIAL RESULTS:

. Financial Results of the Company for the year under review alongwith figures for the .... ..

previous year are as follows:Amount in (Rs.)

PARTICULARS FINANCIAL YEAR ENDED31.03.2016 31.03.2015

TotaLRevenue 3,04,38,325.00 2,35,06,254.00Total Expenses 3,11,88,553.00 2;66,30,021.00LossbeforeDepreciation and Tax (PBT) (7,50,228.00) (31,23,767.00)Less:Depreciation 0.00 9291.00LossbeforeTax (7,50,228.00) (31,33,058.00)Less:Provision for taxation 0.00 0.00Lossafter Tax (PAT) (7,50,228.00) (31,3~,058.00)EPS(Basic) (0.26) (0.92)

_D~il~ut_ed~.__ ~ ~ ~ ~ __ ~(0_.2~6~)__ ~~(0.92)

DEPOSITS:

The Company has no public deposits as on date and will not acceptany deposits without.··priorapproval of the Statutory Authorities concerned.

DIVIDEND:

Due to loss(es), The Board of Directsrs doesnot recommend any dividend.

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS:

The particulars of loans or guaranteesand investments covered under the provisions ofSection186 of the CompaniesAct, 2013 have beendisclosed in the financial statements.. .. .

During the year, there has been no change in investments of the Company and thechangesin loans or guaranteeshave beendisclosed in financial statements...

. .

.STATE OFTHE COMPANY'SAFFAIRS AND NATURE OF BUSINESS: .

Since last year, there were nochanges in the State of company's affairs and there havebeenno changein nature of businessof the Company during the Year.

TRANSFER TO RESERVES:

Due to loss(es), no appropriation has been made b the Company in its reserves during. the financial year 2015-16..

MATERIAL C1ANGES AND COMMITE m_IT

Therehave been no material changesandcomrninn

! \

INTERNAL CONTROL SYSTEM AND ""-.LLJ •.••.•••.•.••~ ..L-"'.'-'-_ CY:

The Companyhas an Internal Control System, rith the size, scaleandcomplexityof its operations.The scopeanda 0 of Internal Auditors is subjectto provisionsof the CompaniesAct, 2013 andrules madethereunder.'To maintain itsobjectivity andindependence,the InternalAudit function reportsto the Chairmanof theAudit Committeeof theBoardandto theManagingDirector.

The InternalAudit Departmentmonitors and evaluatesthe efficiency and adequacyofinternal control system in the Company, its compliance with operating systems,accountingproceduresandpoliciesof theCompany.Basedon thereportof internalaudit

, function,processownersundertake,correctiveactionin their respectiveareasandtherebystrengthenthe controls.Significant audit observationsandrecommendationsalongwithcorrectiveactionsthereonarepresentedto theAudit Committeeof theBoard.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors:

Mr. ShashwatAgarwal (DIN: 00122799)retires by rotation and being eligible offershimself for re-appointment.Your Directorsrecommendhis re-appointment.

, ,

Subjectto the provisions of CompaniesAct, 2013readwith rules madethereunderandSEBI (Listing ObligationsandDisclosureRequirements)Regulations,2015,The Boardof Directorsof the Companyhaveanoptimumconstitution.'

,The Membersof the Companyat the Annual GeneralMeeting held on September29,2015,approvedappointmentof: .

(a) Mr. AsheshAgarwal, who .-vasliable to retire at the last AGM held in the year2015.

(b} Mrs. Kavita Awasthi, as IndependentDirector for 5 years commencingfromMarch26,2015.

(c) Mr. Ashesh Agarwal as' Managing Director for 3 years with effect fromSeptember1,2015to August31,2018.

Declaration by the Independent Directors of the Company:

Your Companyhas'received declarationsfrom, all the IndependentDirectors of theCompanyconfirming,that they meet with the criteria of independence'as prescribedundersub-section (6) of Section149of the CompaniesAct, 2013andunderRegulation16 of Securitiesand ExchangeBoard of India (Listing Obligations and DisclosureRequirements)Regulations,2015 and there has beenno changein the circumstancesfrom lastFinancialYearwhich mayaffecttheir statusasIndependentDirector duringtheyear.

As requiredunder Regulation36 of Securitiesand ExchangeBoard of India (ListingObligationsand Disclosure Requirements)Regulations 2015, the particulars of theDirectorsproposedfor appointment/re-appointmenthasbeen given in the Notice of theAnnualGeJieral Meeting.

\l

•

Key Managerial Personnel:

. '".

There have been changesin Key Managerial Personrs.....••...~J

16,Details are given asunder:. g the financial year 2015-

S. Name DesignationI

Date of Date ofNo. Appointment Resiznation

1 . Ms. Mahima Company Secretary 2110412015 11107/2015Khandelwal cum .Compliance

Officer2 .Ms. Gunjita Kalani Company Secretary 08112/2015 Continuing

cum ComplianceOfficer

The Members of the Company at Annual General Meeting held on September29, 2015approved re-appointment of Mr. Ashesh Agarwal as Managing Director of the Companyfor J years. Mr. Sanjay Jain is continuing as Chief Financial Officer of the Companyw.e.f. March 26,2015.

..Board Evaluation:

The Board of Directors has carried out. an annual evaluation of its own. performance,Board committees and individual directors pursuant to the provisions of the CompaniesAct, 2013 readwifu rules made thereunder and under Regulation 16 of Securities and ..ExchangeBoard ofIndia (Listing Obligations and Disclosure Requirements) Regulations,2015. .

The performance of the Board was evaluatedby the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition andstructure,effectivenessof Board processes,iniormation and functioning, etc.

The performance of the committees was evaluatedby the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition ofcommittees,effectiveness of committee meetings,etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution .of the individual director to the Board and committee meetings likepreparednesson the issues to be discussed,meaningful and constructive contributionand inputs in meetings, etc.' In addition, the Chairinan was also evaluated on the key··aspectsof his role. . .

.In a separate meeting of independent Directors, performance of non-independentdirectors, performance of the board as a whole and performance of the Chairman wasevaluated, taking into account the views of executive directors and non-executivedirectors. The same was discussedin the board meeting that followed by the meeting ofthe independent Directors, at which the performance of. the Board, its committees andindividual directors was also discussed.

\3Of

DIRECTORS' RESPONSIBILITY ST TE' iT':

Pursuant to Section 134(5) .of the Companies A _01! the Board of Directors, to thebestof theirknowledge and ability, state the follo 0:

a. that in the preparation of the annual accounts,the applicable accounting standardshave been followed along with proper explanation relating to material departures,if any;

b. that directors have selected such accounting policies and applied consistently andjudgements and estimates that are reasonableand prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year andofthe loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with provisions of this Act forsafeguarding the assetsof the Company and for preventing and detecting fraudand other irregularities;

'tf

'd. The Directors have prepared the annual accountson a going concern basis;

e. The Directors have laid down such internal financial controls that are adequateand operating effectively;

f. The Directors have devised systems to ensurecompliance with the provisions ofall applicable laws and that such systemswere adequateand operating effectively.

AUDITORS & AUDITOR'S REPORT:

Pursuantto the provisions of Sectiqn 139 of the Act and the rules framed thereunder, MzsJ Agarwal & Associates, Chartered Accountants (lCAI Firm Registration No. 002601~),were appointed as statutory auditors of the Company from the conclusion of the twentyeight annual general meeting (AGM) of the Company held on September29,2014 till theconclusion of the thirty first annual general meeting (AGM) to be held in the year 2017,subject to ratification oftheir re-appointment at every AGM.

The Company has received a letter from statutory auditors to the effect that their re- 'appointment, if made, would be within the provision prescribed under Section 139 of theCompaniesAct, 2013. Your Directors recommendtheir re-appointment.

The auditor's report does not contain any qualifications, reservations or adverse remarksand Notes to the financial statementsreferred in the Auditors Report are self-explanatoryand therefore, do not call for any comments under Section 134 of the Companies Act,2013.

SECRETARIAL AUDITOR'S REPORT:

Pursuantto the provisions of Section 204 of the CompaniesAct, 2013 and the rules madethereunder, the Company had appointed Ms. eha Jain, Practising Company Secretary,Kanpur to undertake the Secretarial Audit of the Company for the Financial Year 2015-16~The SecretarialAudit Report for financial year 201--16 is annexed, which forms partof-this report as Annexure-A. With regard to comments of ecretarial Auditor, we wish ,to statethat due tonon-functioning of MCA Portal <ID 0 : em, the same escapedtheattention to be filed. However, we shall file the sameas - as possible.

I~

RELATEDPARTYTRANSACTIO S:

All related party transactions that were entered i 0 . 0 the financial year were onarm's length basis and were in the ordinary course of usiness.Further, there were nomaterially significant with the related party transactions during the year made by theCompanywith Promoters, Directors, Key Managerial Personnel or other designatedpersons.Since, there were no material contracts/arrangementsmade during the year, andall. such contracts/arrangementswere made in ordinary course of business and at arm'slength basis and details of such transactions have been given in financial statementsofthe Company and this fact hasbeenmentioned in attached Annexure-B in FORM AOC-2~Details of all such contracts/arrangementsare available for inspection at the RegisteredOffice of the Company till ensuing Annual General Meeting and if any, 'member. is ..interested in inspecting the same,such member may write to the Company Secretary inadvance.· ..

CODE OF CONDUCT:

All the Members of the Board and all the employees of the Company have followed thepolicy of Code of Conduct in the course of day to day business operations of theCompany. The Code has been placed on the Company's website www.nikkiglobal.com.The CodeJays down the standardprocedure of business conduct which is expectedto befollowed by the Directors and the designatedemployees in their business dealings and inparticular on matters relating to integrity in the work place, in business practices and indealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmedcompliance with the Code.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

There areno Subsidiaries, Joint Veatures or Associate Companies.

DISCLOSURES:

Audit Committee:

The Audit Committee comprises of Independent Directors namely Mr. Gaya PrasadGupta.Mr. Subodh Agarwal, Mr. Manoj Kumar and Mr. ShashwatAgarwal asExecutiveDirector of the Company. ... - - -

The Audit Committee played an important role .during the year. It coordinated with theStatutory Auditors, Internal Auditors and other key Managerial Personnel of theCompany and has rendered guidance in the areas of internal audit and control, financeand accounts. .. .

All the recommendations made by the Audit Committee were acceptedby the Board.Four meetings ofthe Audit Committee were held duringthe year.

. Stakeholders Relationship Committee:

The Committee hasmet four times during the year the Committee overlook the usualrequestsreceived for Dematerialization, transfer . .on of shares and resolved oransweredthe complaints of members.

.•

Nomination and Remuneration Committ ,:

The Nomination and Remuneration Committee reeomraendsto the Board the suitability..of candidates for appointment as Key _ Personnel, Directors and the

remuneration packages payable. to them and 0 0 ees. The Nomination andRemunerationmet four times during the year.

Vlgil MechanismzWhistleBlower Policy:

The Company is committed to the high standards of Corporate Governance and. stakeholderresponsibility. The Company has establisheda vigil mechanism to be knownas the 'Whistle Blower Policy' for its Directors and employees; to report instances ofunethical behaviour, actual or suspected,fraud or violation of the Company's Code cif

· Conduct. The aim of the policy is to provide adequatesafeguardsagainst victimization of ..whistle blower who avails of. the mechanism and also provide direct access to theChairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, 'Whistle Blower Policy-has been formulated with a view to provide a· mechanismfor the Directors and employeesof the Company to approach the Ethics.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.

Number of Meetings of the Board:

Ten meetings of the board were held during the year For details of the meetings of theboard, pleaserefer to the corporate governance report, which forms part of this report:The .intervening gap between the Meetings was within the period prescribed under theCompaniesAct, 2013. .

•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 requirespre-c1earance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployeeswhile in possession of unpublished price sensitive information in relation tothe Company. The Board is responsible for implementation of the Code. All BoardDirectors andthe designatedemployeeshave confirmed compliance with the Code. .

BusinessRisk Management:

The main identified risks at the Company are businessoperating risks. Your Companyhas establisheda: comprehensive business risk managementpolicy to ensure the risk tothe Company's continued existence as s going concern and to its development areidentified and addressedon timely basis. Risk managementstrategy as approved by theBoard of Directors is implemented by the Compan Management.

Corporate Social Responsibility Statement:

The CorporateSocial Responsibility is not applicable on the Company.

Information Pursuant to Section 134 (3) 0 Companies Act, 2013:

The information required pursuant to Sectio :ith rule 5 of the Companies(Appointment and Remuneration of Manageri el) Rules, 2014 in respect of

· employeesof the Company, will be provided upon In erms of Section 136 of theAct, the reports and accounts are being sent to e embersand others entitled thereto,excluding the information on employees' particulars which is available for inspection bythe members at the Registered office of the compan during business hours on workingdays of the company up to the date of ensuing Annual General Meeting. If any, member

· is interestedin inspecting the same,suchmember may write to the Company Secretary in· advance..

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed· to this Report asAnnexure-C.

Independent Directors Meeting:

• .. th·· . .The Independent DIrectors met on 29 March, 2016, WIthout the attendance-of Non-

· Independent Directors and members of. the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairman of the Company, taking into account the views of.Executive Directors and Non-Executive Directors and assessedthe quality, quantity andtimeliness of flow of information betweenthe Company Management and the Board thatis necessaryfor the Board to effectively and reasonably perform their duties.

Energy Conservation, Technology Absorption, Foreign. Exchange Earnings andOutgo:

Particulars relating to conservation sf energy and technology absorption stipulatedin the .Companies(Accounts) Rules, 2014are not applicable on theCompany.

During the year, there were no Foreign Exchangeearnings and outgo.

Corporate Governance and ManagementDiscussion and Analysis Report:

Separatereports on Corporate Governancecompliance and Management Discussion andAnalysis as required under Securitiesand Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 which forms part of this Annual Reportalong with the.Certificate from Statutory Auditors of the Company regarding compliance

. .. of the conditions of Corporate Governance as stipulated in Chapter IV of the SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015.

In compliance with Corporate Governancerequirements, your Company has formulatedand implemented a Code of Business Conduct and Ethics for all Board members andsenior management personnel of the Company, who have affirmed the compliance.thereto.· .

Ii-

•

(Cla~~uPta)Director

DIN: 00335302

e Regulators or Courts orpan . s operations in future:

Details of significant and material orders pa:ssed

Tribunals impacting the going concern :3o.AHL3

There were no such order passedby the Regul 0 ~ Courts or Tribunals which mayimpact the goingconcern statusand compan so 'ODS in future.

Disclosure under Sexual Harassment of Women:

The Company has Sexual Harassment Policy in place and available on the Company'swebsite www.nikkiglobal.com. During the year under review, there were no complaintsfroinany of the employee.

. ACKNOWLEDGEMENTS:

. .

Your directors take this opportunity to extend their thanks to the customers, business,partners, business associates and bankers of the Company for their continued supportduring the year. The directors also sincerely acknowledgethe dedication and commitmentof the employeesof the company at all levels.

;J-

FOR NIKKI GLOBAL FINANCE LIMITED

Place:New DelhiDate: 25~08.2016

,lJIAriA . (Asliesh Agarwal)Managing Director

DIN: 02319026

,.

18•

AN N EX U {( £- - -4 .

NEHAJAIN

COMPANY SECRETARY

OFFICENO. 811, gTHFlOOR,KAN CHAMB.ERS,

14/113 CIVil LINES,

KANPUR ~208001(UP)PH - (0512) 2332.397

EMAll- nehajain115@gmaiLcom

SECRETARIAL AUDIT REPORT. "For the FinancialYearended 31st March, 2016

[Pursuant to Section 204{~1)ofthe Companies Act 2013 and Rule No.90f the Companies{Appointment and Remuneration of ManagerlalPersonneljkules, 2014J

. TO,THE MEMBERS,

NIKKI GLOBALFINANCE LIMITED

1-9} lGF, LAJPAT NAGAR-I,NE\N DELH! - 110024

I have conducted the secretarial audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by NIKKI .G.lOBAt·

'FINANCE LIMITED (hereinafter called "the company"). Secretarial Audit was

conducted in a manner that provided me a reasonable basis for evaluating the

corporate conducts/statutory compliancesand expressing mv opinion thereon.

Basedon my verification of the books, papers, minute books, forms and returns filed

and other records maintained bv "the company" and also the information provided

by "the Company", its officers, agents and authorized representatives during the

conduct of secretarial auditJI hereby report that in my opinion, the company has

during the audit period covering the financial year ended on March 31st,2016,

complied with the statutory provisions listed hereunder and also that the Company

has proper Board-processes and compliance-mechanism in place to the extent, in

the manner and subject to the reporting made hereinafter -:

..;.,." .. /-'

•

.. _--------- -

NEHAJAINCOMPANY SECRETARY

OFFICE NO. 811, STHFLOOR,KANCMAM~ERS:,

14/113 CIVILLINES, .:KANPUR - 208001 (UP)

PH- (0512)2332397

EMAI~ - [email protected]

Ihave examined the books,papers) minute books, forms and returns filed and other

records maintained by NiKKIGLOBAl FINANCE LIMitED for the financial year ended

on March 31st}2016 according to the provisions of:

i) The Companies Act 2013 (The Act) and the Rules made thereunder;

jj} The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the ~yles made thereunder;

iii} The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; •

.iv) ·.Foreign Exchange Management Act} 1999 and the rules and regulations made there

. under to the extent of Foteign DIrect Investment, Overseas Direct Investment and

External Co rnrnerclalBorrowings:

\!) The following· Regulations and Guidelines prescribed under the Securiti~s and.

ExchangeBoard of.lndia Act} 1992 ('SEBIAct'):-

a) The Securities and Excha.ngeBoard of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading]

Regulations, 1992 and The Securities and Exchange Board of India (Prohibition

ofInsiderTrading] Regulations} 2015; .

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

d] The Securities and Exchange.Board of India (Employee Stock Option Scheme

.. and Emp/oyee Stock Purchase Scheme) Guidelines, 1999;·

e) The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008;

f) The Securities and Exchange Board of India {Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing

with client;

20

•


OffICE NO. 8111 8TH fLOOR,KANCHAM,BERS .. .... J

14/113 CIVil LINES,

KANPUR - 208001 (UP)PH - (0512) 2332397

EMAtL - nehaJain115@gmaiLcom

g) The Securities and Exchange Board of India (Dellsting of Equity Shares)

Regulations, 2009;

h) The Securities and Exchange Board of India (Buyback of Securities)

. Regulations, 1998;. :. .

I further report that, as per the management representation letter for SecretarialAudit, there is no specific law, applicable to the company,,~

I have also examined compliance with the applicable clauses of the following:. .

a') Secretarial Standards issued by The institute of Company Secretaries. of India, .

as applicable w.e.f. 1st July} 2015;

b) The Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 pursuant to listing agreement entered into by

the Company with Bombay Stock Exchange Limited (BSE).

•During 'the period under review the Company has complied with the provisions of the

Act, Rules, Regulations, Guidelines} Standards, etc. mentioned above subject to the

following observations:

The Form MGT-14 pursuant to Section 179(3)(d) and (f) is pending to be filed till the, .

date of signing of this report. However, the aggregate of Loans and Investments is .subject to the compliance with Section 1860fThe Companies Act, 2013.

I further report that.-

The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive Directors -and Independent Directors. The

changes in the composition of the Board of Directors that took place during the

period under review were carried out in compliance with the provi . the Act; .

•


'.

TH ' .OFFICE NO. 811,8 . FLOOR,

KAN CHAMBERS,14/113t1Vll LINES,

KANPUR - 208001 (iJPl

PH-(0512)[email protected]

. Adequate notices were given to all the directors to schedule the Board Meetings}

agenda and detailed notes on agenda were also sent at least seven days in advance,

and a system exists for seeking and obtaining further information and clarifications

on the agenda items before the meeting and for meaningful participation atthe

meeting. ','/

Majority decision is carried through while the dissenting member's views are

captured and recorded as part of the minutes.

I further report that»

There exist systems and processes in the company commensurate with the siie and

. operations of the company to monitor and ensure compliance with applicable laws,

rules, regulations and guidelines.

Ifurther report that during the a\tdit period, there were no instances of:

a) Public Issue/Rights Issue/ Debentures/Sweat Equity, etc;

b) Redemption / buy-back of securities;

c) Any major decisions takenbythe members in pursuance to.section 180 of the

Companies Act, 2013;

d) Merger/amalgamation jreconstruction, etc;

e) Foreign technical collaborations.

Date: 25/08/2016. Place: Kanpur

Neha Jaincr.et~ry

Formfordisclosure of particularsof contractsvarrangementsenteredinto by the companywithrelatedpartiesreferred to in sub-section1 88 of theCompaniesAct, 2013includingcertainarmslengthtransactionsunder . 0 thereto.

[Pursuant to clause (h) of sub-section (3) of Section 13 I of the Act and Rule 8(2) of theCompanies (ACCounIS)Rules, 2014}.

1. .Details of contracts or arrangementsor transactionsnot at arm's length basis: N.A.

(a) Name (s) of the related party &nature of relationship-

{b) Nature of Contractsiarrangementsitransactions-

(c) Duration of the contracts/arrangements/transactions-

(d) Salient terms of the contracts or arrangementsor transaction including the value, if any-. ',~

(e) Justification for entering into suchcontracts or arrangementsor transactions-

(f) Date(s) of approval by the BOaI"d-

(g) Amount paid asadvances,if any:

(h) Date on which the special resolution was passedin General meeting as required under firstproviso to Section 188-

2. Details of material contracts or arran~ementsor transactions at arm's length basis: see l!otegiven below". . . .

(a) Name (s) of the related party & nature of relationship-

(b} Nature of contractsiarrangementsitransactions-

. (c) Duration of the contracts/arrangel11entsltransactions-

(d) Salientterms of the contracts or arrangementsor transactions including the value, if.any-

{e) Date(s) of approvalby the Board, ifany:

(f) Amount paid as advances,if any:

*Note:all the contractsor arrangements or transactions. Hlere made in ordinary course ofbusinessandat arm's length basis during thefinancial year 2015-16 and there wereno material contracts or arrangements or transactions and details of transactions withrelated party(ies) are given in Financial Statementsfor the financial year ended on31.03.2016. .

~3

•

••

FO _-0._EXTRACIOF _

As on 31st -,,"'''''CI.':LL.

Pursuant to Section 92and rule 12(1) ofthe Companies (J1:3ID!tgelm6CIt

ies Act, 2013_ dministration) Rules, 2014.··

REGISTRATION & OTHER DETAILS:

SI. No.

2

L6S999DLl9&6PLC0244931. CIN

2. Registration Date 13/06119863. Name ofthe Company Nikki Global Finance Limited

4. Category/Sub-category ofthe Compan

Company Limited By Shares / Finance Company

5. Address of the Registeredoffice & contact details

r..~;tGF~LAJPAT_AGAR-I, NEW DELHI -110024Telefax: +91-11-64000323

6. Whether listed company Yes

Skyline Financial Services Private LimitedD-1S3, 1SI Floor, Okhla Industrial Area Phase-I,NewDelhi· -110020

Tel: 011 -64732681-88Fax: 011 -26812682

-Email: adminskylinerta.com

7.. Name, Address & contactdetails of the Registrar &Transfer Agent, if any.

n. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall

be stated)

100.00."

SI. Name and Description of main - NIC Code of the % to total turnover of the companyNo. products I services Product/service .

661Shares

m, PARTICULARS OF HOLDING, SUBSIDIA1RY AND ASSOCIATE COMPANIES- N.A.

Applicable

Section

CIN/GLN HOLDING/SUB SI

DIARY/ASSOCIA

TE

% of shares. held

NAME ANDADDRESS OF THE

COMPANY

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of -No. of Shares held at the beginning of the year No. of Sharesheld at the end ofthe year %Shareholders Change

Dernat Physical Total % of Total Demat Physical Total %of during

Shares Total the year

Shares

A. Promoters !- I

(1) Indian

a) Individuall 266824 100 266924 7.81 266824 100 266924 7.81 0.00HUFb) Central 0 0 0 0.00 0 0 0 0.00 0.00Govt.

•

c) State 0 0 0 0.00 0 0 0 0.00 0.00

~ GO\1(S)Wd) Bodies 0 0 0 0.00 0 0 0 0.00 0.00

r"'Il Corp. :

~ e) Banks / FI 0 0 0 0.00 u 0 0 0.00 0.00

0"f) Any other ... 0 0 0 0.00 0 0 I 0 0.00 0.00:,

ISub Total (A) 266824 100 266924 .81 - 100 266924 7.81 .0.00i (1).J

~ (2) Foreign

~ a)NRIs- 0 0 0 0.00 0 0 0 0.00 0.00·

Individuals

~ b) other- 0 0 0 0.00 0 0 0 0.00 0.00Individuals

t: c) B<!dies . 0 0 0 0.00 0 0 0 0.00 0.00Corp.

.

t: d) Banks/FI 0 0 ·0 0.00 0 0 0 0.00 0.00

~e)Any Other ... 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (A) 0 0 0 0.00 0 0 0 0.00 .0.00,., (2) .

'-;'

Totalshareholdingof Promoter . 266,824 100 266924 7.81 266824 100 266924 7.81 0.00(A) = I(A)d)+(A)(2) .

.I

~ B. Public .Shareholdinz

~ I. Institutions

::: a) Mutual 0 0 0 0.00 0 0 0 0.00 ·0.00Funds

b) Banks / FI ; 0 0 0 0.00 0 0 0 0.00 0.005-; c) Central

~-= Govt. & State 1200 0 1200 0.04 1200 0 1200 0.04 0.00. Govt. (s)

d) Venture 0 0 0 0.00 0 0 0 0.00 0.00~ Capital Funds

,f! e) Insurance 0 0 0 0.00 0 0 0 0.00 0.00, Companies

f) FIIs 0 0 0 0.00 0 0 0 0.00 0.00~ g) Foreign 0 0 0 0.00 0 0 0 0.00 0.00

~VentureCapital Funds

0i) Others 0 0 0 0.00 0 0 0 0.00 0.00.(specify) .....

CSub-total

1200 0 1200 0.04 1200 0(B)(l):- 1200 0.04 0.00

Q2. Non-Institutions

g a) BodiesCorp.i) Indian 417426 1000 418426 12.23 569857 1000 570857 16.69 4.46-

W ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

- b) Individuals

• i) Individual

Q shareholdersholding

1128761 70852 1199613i

35.07 1268134 108552 1376686nominal share

I40.26 5.19

I capital up to

••• Rs. I lakh I~

•

~ ii) Individual

I I ~ ICshareholdersholdingnominal share 1097236 0

I1097236 I

3__- b_"~MJU 9-1100 916900 26.81

I(5_27)

~ capital inI

Ie

excess of Rs I ! I

lakh I !I I

c) Others: i ic Non Resident110660 0 110660 3.-4 96- I 0 965 0.03 (3.21)

Indiansc Hindu

;Undivided 324717 0 324717 9.50 286168 0 286168 8.36 (1.l4)

Family

e Overseas 0 0 0 0.00 0 0 0 0.00 0.00CorporateBodies

i; Foreign 0 0 0 0.00 0 0 0 0.00 0.00Nationals

i: Clearing 924 0 924 0.03 0 0 0 0.00 (0.03)Members

t.:l Trusts 0 0 0 0.00 0 0 0 0.00 0.00Foreign Bodies 0 0 0 0.00 0 0 0 0.00 0.00-DR

Of

Sub-total3079724 71852 3151576 92.15 2947924 203652 3151576 92.15 0.00(B)(2):-

Total PublicShareholding

3080924 71852 3152776 92.19 2949124 203652 3152776 92.19 0.00(B)=(B)(I)+ .(B)(2)

C. Shares heldby Custodian

0 0 0 0.00 0 0 0 0.00 0.00forGDRs &I.,; ADRs

.'

Grand Total3347748 71952 3419700 1 100.00 3215948 203752 3419700 100.00(A+B+C) -

(ii) Shareholding of Promoters:

SI. Shareholder's Name Shareholding at the beginning of Shareholding at the end of the year %No. the year change

No. of % of total ~oof No. of % of total %ofShares In

Shares Shares of Shares Shares Shares of Pledged / shareho

the Pledged / the encumbere Iding

company encumber company d to total during

ed to total shares the year

sharesI Arun Prakash Setia 100 0.00 0.00 100 0.00 0_00 0.002 Shashwat Agarwal 15326 0.45 0.00 15326 0.45 0.00 0.00..,

Kamal Kishore 251498 7.36 0.00 251498 7.36 0.00 0.00.)

Chaurasia

Total 266924 7.81 0.00 266924 7.81 0.00 -

(Hi) Change in Promoters' Shareholding:

There was no change in Promoters Shareholding during the year.

•

(iv) Shareholding Pattern oftop ten Shareholders:(Other than Directors, Promoters and Holders of GD

SI. Name of the shareholders Shareholding at the - - - CumulativeLnU£ftDC~.~~ecreaselnNo_ beginning ~ . , ,- uring the year Shareholding

of the year -. - e reasons for during the year-r - -=.. reaseIe.g.

.,fer/bonus/sweet

equity etc.)

No. of %of Date No_of Reason No_of 0/0 of

shares total Shares shares totalshares of shares of.

the I thecompany company

1 Swati Agarwala 150000 4.39 No change during the year 150000 4.39

At the end of theyear( or on 150000 4.39

the date of separation, ifseparatedduring the year)

2 Banani Chakrabarti 0 0.00 18.03.2016 110000 Purchase 110000 3.22At the end of the year (or on 110000 3.22

the dateof separation, ifseparatedduring the year)

3 SumanAgarwal 105000 3.07 No change during the year r05000 3.07

At the end Of the year (or on 105000 3.07the dateof separation, if.separatedduring the year)

4 JasmineCommodities Pvt. 0 0.00 04.03.2016 29170 Purchase 29170 0.85Ltd. 25.03.2016 48588 Purchase 77758 2.27At the end of the year (or on 77758 2.27the dateof separation, ifseparatedduring the year)

5 ·.Aruna Jayantkumar Pandya 70000 2.05 No change during the year 70000 ·2.05

At the end of the year (or on 70000 2.05the date of separation, ifseparatedduring the year) • -

6 Mohammad Arshad 63600 1.86 No change during the year 63600 1.86

ShamimAt the end of the year (or on 63600 1.86the dateof separation, ifseparatedduring the year)

7 Frontline Dealcomm 62000 1.81 No changeduring the year 62000 1.81

Private LimitedAt.the end of the year (or on 62000 1.81the dateof separation, ifseparatedduring the year)

8. Sagun Trexim Limited 500 0.01 31.03.2016 60000 Purchase 60500 1.77.At the end of the year (or on 60500 1.77the dateof separation, ifseparatedduring the year)

7 ·Vinay Kumar Agarwal 55500 ..1.62 No changeduring the year 55500 1.62

At the end of the year (or on 55500 1.62the dateof separation, ifseparatedduring the year)

8 PurieetYadu Dalmia 53000 U5 No changeduring the year 53000 1.55

At the end of the year (or on 53000 1.55·the date of separation, ifseparated during the year)

9 SatyaNarain Tulsian 50000 1.46 No changeduring the year 50000· 1.46

•

~~

----

,-

••Il!ii At the end of the year (or on 50000 1.46

~the date of separation, ifseparated during the year)

~IO R.K Stockholding Private 50000 1.46 ~:~ '::"""'se during the year 50000 1.46

Limited

;~ At the end of the year (or on I 50000 1.46

the date of separation, if I

~ separated during the year)-11 Anil Bansal 45800 1.34 No change during the year 45800 1.34

1= At the end of the year (or on 45800 1.34

the date of separation, if~ separated during the year)..•.12 Satvaiit Chakrabarti 110000 3.22 11.03.2016 I 110000 I Sale 0 0.00

I~ At the end of the year (or on 0 0.00•••

the date of separation, if

!~ separated during the year)

•

v) Shareholding of Directors and Key Managerial Personnel:

A. Directors:

si. Director's Name Shareholding at the Date wise Increase/Decrease in Cumulative~o. beginning of.the year Shareholding during the year Sllareholding

C' specifying the reasons for during the yearincrease/decrease (e.g.

i!I alIotment/transfer/bonus/sweet equity,.;etc.)

C No. of 0/0 of total Date No. of Reason No. of 0/0 ofshares shares of Shares shares total-

1=the shares ofcompany thecompany

••• 1 Ashesh Agarwal No Shareholding in the company

;; (Managing _-0 -Director) -

: 2 Shashwat Agarwal 15326 0.45 No change during the year 15326 0.45(Director)

~At the end of the 15326 0.45year

~3 Subodh Agarwal No Shareholding in the company

(Director)

~4 Gaya Prasad No Shareholding in the company

Gupta

~ (Director)""" 5 Sanjay Tandon No Shareholding in the company~ (Director)...,

6 Manoj Kumar No Shareholding in the company~ (Director)~ 7 Kavita Awasthi No Shareholding in the company

~ (Director)

'"'

~B. Key Managerial Personnel (KMP):,SI. Name of Key Shareholding at the Date wise Increase/Decrease in Cumulative

No. Managerial beginning of the year Shareholding during the year ShareholdingPersonnel (KMP) _ specifying the reasons for during the year

increase/decrease (e.g.alIotmentltransferlbonus/sweet equity

etc.)No. of % of total Date No. of Reason No.of %ofshares shares of Shares shares total

the shares of

I~g

•I

I companyI

any

INDEBTEDNESS I d b d f h C I d' di / db d fi t. - n e te ness 0 t e ompany me u mg In eres QUo an 109 accrue ut not ue or paymen .

~(Amount in Rupees)

Ii= Secured Loans Unsecured Deposits Totalexcluding Loans Indebtedness

C deposits

Indebtedness at the beginning of the financial

~ear

i) Principal Amount Nil 4,93,20,000 Nil 4,93,20,000

~) Interest due but not paid Nil Nil· Nil Nil

-.iii) Interest accrued but not due • Nil Nil Nil Nil

~otal (i+ii+iii) . Nil 4,93,20,000 Nil 4,93,20,000

hangeinIndebtedness during the financialyear

~Addhion Nil 91,50,000 Nil 91,50,000

* Reduction " Nil (4,42,20,000) Nil i} (4,42,20,000)

~etChllnge Nil (3,50,70,000) Nil .(3,50,70,000)

Indebtedness at the end of the financial year

Oi) Principal Amount Nil 1,42,50,000 Nii 1,42,50,000

ii) Interest due but not paid Nil Nil Nil Nil

~ Interest accrued but not due Nil Nil Nil Nil

_Total (i+ii+iii) ... Nil 1,42,50,000 Nil l,42,50,000

~~"I. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-'

~Remuneration.to Managing Director, Whole-time Directors and/or Manager:

• (In Rupees),; SI. Particulars of Remuneration Name of MD/ WTD/ Total

~o.

Manager Amount

",'; Ashesh Aganval WTD Manger

ManagingDirector

I. Gross salary, (a) Salary as per provisions 24,00,000 - - 24,00,000contained in Section 17( 1) of the

I Income-tax Act, 1961(b) Value of perquisites u/s 17(2) of - - - -Income-tax Act, 1961

(c) . Profits in lieu of salary under - - - -i section 17(3) of Income-tax Act,

1961,2. Stock Option -- - - -" Sweat Equity,). - - - -4. Commission - - - -

- as % of profit - - - -- others, specify ...

5. Others, Pleasespecify - - - -..

~""-,

~•

~

';1 Total (A) 24,00.000 - - 24,00,000

I"'~ Since Profits of the Company was insufficient or inadequate,Ceiling asper theAct henceforth, remunera 'on paid or payable to Mr. AsheshAgarwal

I I has beendetermined subject to the provision of ScheduleV(Erstwhile Schedule XIII to the Companies Act. 1956)of the

Companies Act, 2013. Though, no remuneration hasbeenpaid or

Ipayable by the Company to Mr. Ashesh AgarwaJ, ManagingDirector of the Company during the financial year 2015-16.

~. Remimeration'to other Directors:

~..••••SI.Particulars of Name of Directors

Total~.o. Remuneration AmountShashwat- Subodh Gaya Sanjay Manoj Kavita

I~ Agarwal Agarwal Prasad Tandon Kumar AwasthiGupta

,.; 1 IndependentDirectors

~• Feefor attendingboard , - - - - , - -,'

;;: -'f'

!;tcommitteemeetings

-' - - - -'• Commission - -..,Others,pleasespecify - - - - - - -

~.- Total (1) - - - - - - --2 Other Non- Executive~

Directors

I~I• Feefor attendingboard -- - - - - - -

r-ir committeemeetingsI'!Ii

• Commission - - - - - - -... ", • Others,pleasespecify - - - - - - -!'!

•: Total (2) - - - - - - -Total (B) = (1+2) - - - - - - -

piii TotalManagerial - - - - - - -Remuneration

~ Overall ceiling asthe Act No Remuneration has been paid or payable by the company during the Financial

=,Year 2015-16 and whenever, it is paid, Overall ceiling will be subject to theprovisions of Companies Act, 2013. -

Remuneration to Key Managerial Personnelother than MDlManagerIWTD

•••• m.mI,JSI. Particulars of Remuneration Key Managerial Personnel Total_No.~ CEO CS CFO

~

I Grosssalary'

(a)Salaryasperprovisionscontainedin section 17(I) of - 0.90 1.20 2.10

~theIncome-taxAct, 1961(b) Value of perquisitesuls 17(2) of Income-tax Act, - - - -1961 .(c) Profits in lieu of salary under section 17(3) of - - -

1:1 Income-taxAct, ·196I,,, 2

StockOption - - - -C 3 SweatEquity - - -

4 Commission . - - -

~- as% of profit- others,specify....,

'30

:I3

•

(A t i Lakhs)

~ Others.pleasespecify It:LjL-. T_ot~a_I ---:-~_----:-- ,.---_0_._90__1.20 2.10

* Since. there is no CEO in the Company, MD of een categorized m KEY MANAGERIALPERSONNEL under Section 203 of/he CompaniesAc _ remuneration has beengiven in point no.A.

** Salary o/CS and CFO has been shown on accrual b 711£nJ of salary may beforthcoming financialyear.

***There havebeenchanges in Key Managerial Personnel o appoirumenusr/resignation/s).

n, PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFE-C

:rype Section of the Brief Detailsof Authority Appeal made, if any (give~, .- Companies Act iDescription PenaltylPunishmen t [RDINCLTI details)Compounding fees COURT]

imoosed•• ~. COMPANY~enalty -~unishment ONE~ompounding

~. _ DIRECTORSPenalty

unishment NONE-. '.-

..!;:ompounding " If\

~. OTHER OFFICERS IN DEFAULT..fehalty NONEU ..

e '

REPORTCORPORATEG

Pursuant to Regulation 34 read with Schedule - 0+ unties and Exchange of India(Listing Obligations and Disclosure R< Regulations, 2015, a report onCorporateGovernanceis asfollows:

1. A BRIEF STATEMENT ON COMPA:,Y PHILOSOPHY ON CODE OFCORPORATE GOVERNANCE

Nikki Global Finance Ltd. is committed to highest standards of Corporate Governancearid hasalways strived to achieve the goal of maximization of Shareholder's worth.

Company believes that good corporate governance is essential to achieve its long-termcorporate goals and to enhance the shareholders value. Your Company believes infunctioning in a transparent manner and believes in proper accountability, auditing,disclosure and reporting.

Company feels that the code of Corporate Governance is an excellent tool to secure thecorporate excellerice in the country. The Company has complied with the code ofCorporate .Governance as required under the Listing Agreement with tbe Stock.Exchanges.

·2.BOARD OF DIRECTORS

The Board of Directors of Nikki Global Finance Limited is comprised of 7 Directors.Two areExecutive(s) and five are Independent(s).During the Financial Year 2015-16, 10"meetirtgsofthe Board were held. These meeting were held on 21-04-2015, 28-05-2015,31':07-2015,04-09-2015, 08-c12-2015,23-12-2015,13-01-2016,23-01-2016,05-02-2016"& 25-03-2016.

•Details of Director's attendanceand other particulars are given below:

Director. Designation No. of No. of Last No. ofBoard Board AGM MemberMeetin Meeting Attendanc ships in I

g held attended e Boards(YeslNo) of other

publicCo.'s.

Ashesh Agarwal Managing Director 10 10 Yes 1ShashwatAgarwal Director (Non Independent) 10 10 Yes 8SubodhAgarwal Director (Independent) 10 6 No 3.GayaPrasadGupta Director (Independent) 10 10 Yes 3Sanjay Tandort Director (Independent) 10 4 Yes NilManojKumar Director (Independent) 10 5 No 1Kavita Awasthi Director (Indeperident) 10 4 No 2

-

Details of familiarization programmes imparted to independent directors during the year,are disclosedon the Company's website i.e. www.nikkiglobal.com.

3. AUDIT COMMITTEE

The Audit Committee has been constitured .of the CompaniesAct, 2013 readwith RegulariDisclosure.Requirements) Regulations, 01 -,consist ofF bur Directors and all the Directorsaccountsand company law..

e provisions of the Section 177SEBI (Listing Obligations and

A: 't Committee. of the Company-e good knowledge in finance and ..

Composition of Audit Committee is ?Sunder:

. COMPOSITION

Mr. Gaya PrasadGuptaMr. SubodhAgarwal

. Mr. Manoj Kumar ..Mr. ShashwatAgarwal

Chairman, Non Executive/Independent DirectorMember, Non ExecutivelIndependent DirectorMember, Non ExecutivelIndependent Director .Member, Executive Director

Meeting and attendance during the year

Members Meeting Held Meeting AttendedMr. GayaPrasadGupta 4 ·4.Mr. SubodhAgarwal 4 4Mr. Manoj Kumar 4 4Mr. ShashwatAgarwal 4 4

Terms of Reference:

The terms of references of the Audit Committee covering the matters specified under -Clause49 of the Listing Agreement / Regulation 18 readwith Part C of ScheduleII to theSEBI (Listing Obligations and Disclqsures requirements) Regulations, 2015 and Section177 of the Companies Act,2013. The terms of reference for the Audit Committee arebroadly asunder:

(1) Oversight of the listed entity's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct, sufficient and

.ctedible; _(2) Recommendation for appointment, remuneration and terms of appointment of

auditors of the listed entity;(3) Approval of payment to statutory auditors for any other services rendered by the

statutory auditors; .(4) Reviewing, with the management,the annual financial statementsand auditor's report

thereonbefore submission to the board for approval, with particular referenceto:(a) Matters required to be included in the director's responsibility statement to be

included in the board's report in terms of clause (c) of sub-section (3) of Section134 of the CompaniesAct, 2013;

(b) Changes,if any, in accounting policies and practices and reasonsfor the same;(c) Major accounting entries involving estimates based on the exercise of judgment

by management; .(d) Significant adjustments made in the financial statements arising out of audit

.findings;(e) Compliance with listing and other legal requirements relaing to financial

statements;

33

•

(f) Disclosure of any related party transacncas;(g) Modified opinion(s) in the draft

(5) Reviewing, with the. management, financial statements beforesubmissionto the board for approval;

(6) Reviewing, with the management, the statementof uses/ application of funds raisedthrough an issue (public issue, rights issue preferential issue, etc.), the statement offunds utilized for purposesother than those stated in the offer document I prospectusI.notice and the report submitted by the monitoring agencymonitoring the utilisation ofproceedsof a public or rights issue, and making appropriate recommendations to theboard to take up stepsin this matter; .

(7) Reviewing and monitoring the auditor's independence and performance;. and .effectivenessof audit process;

..(8) Approval orany subsequent modification of transactions of the listed entity withrelatedparties;

(9) Scrutiny of inter-corporate loans and investments;(10) Valuation of undertakings or assetsofthe listed entity, wherever it is necessary;(11) Evaluation of internal financial controls andrisk managementsystems;(12) Reviewing, with the management, performance of statutory and internal auditors,

adequacyof the internal control systems;(13) 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 coverageand frequency of internal audit;

(14) Discussion with internal auditors of any significant findings and follow up there on;(15) Reviewing the findings of any internal investigations by the internal auditors into

matters where there is suspectedfraud or irregularity or a failure of internal controlsystemsof a material nature and reporting the matter to the board;

.'(16) Discussion with statutory auditors before the audit commences,about the nature andscopeof audit aswell aspost-audit discussionto ascertainany areaof concern;

(17) To-look into the reasons for substantial defaults in the payment to the depositors,debentureholders, shareholders (in caseof non-payment of declared dividends) and-

d" .ere rtors; .-(18) To review the functioning of the whistle blower mechanism;(19) Approval of appointment of chief financial officer after assessingthe qualifications,

experienceand background, etc.ofthe candidate;(40) Carrying out any other function as is mentioned in the terms of reference of the audit

. committee.

4. STAKEHOLDER RELATIONSHIP COMMITTEE:

StakeholdersRelationship Committee is comprises of 3 directors, its composition are asunder:

Composition

Mr. SubodhAgarwalMr. Manoj KumarMr. GayaPrasadGupta

Chairman (Non-ExecutivelIndependent Director)Member, Non-Executive Director/IndependentDirectorMember, Non-Executive -Director/Independent Director

•

Meeting and attendance during the y

Members Meetinz Held Meeting Attended

Mr. SubodhAgarwal ~ 4Mr. Manoj Kumar -t 4

Mr. Gaya PrasadGupta 4 4

The Committee has been constituted to speciall look into Shareholdersgrievances suchas transfer, de-materialization related matters. The Committee has also beendealing the ..power to approve transfer/transmission, issue of new or duplicate certificates, .sub-.divisions of sharesor spit ofshares and all other related matters of shares.

.There were no complaints pending ason 31.03.2016.

There have been changes in designation of Company Secretary cum Compliance officerduring the year due to appointment/resignation and Ms. Gunjita Kalani is serving theoffice as Company Secretary cum Compliance Officer of the Company with effect from8th day of December,2015 and providing secretarial support to the Cornmitteets).

Ms. Neha lain, Practising Company Secretary, Kanpur is conducting Reconciliation ofShare Capital Audit Reportof the Company in place of Mr. Sarvesh S. Srivastava,. .. .

Practising Company Secretary,Kanpur, who ceasedto act assuch.

5. NOMINATION AND REMUNERATION COMMITTEE

The nomination and Remuneration Committee comprises of three (3) directors.Composition of committee are asunder:

Composition of Committee

Mr. Manoj KumarMr. SubodhAgarwalMr. GayaPrasad Gupta

Chaihnan, Non Executive/Independent DirectorMember, Non Executive/Independent DirectorMember, Non Executive/Independent Director

Meeting and attendance during the year.

. Members Meeting Held Meetinz AttendedMr. Manoj Kumar 4 4MrSubodh.Agarwal 4 4Mr. GayaPrasadGupta 4 4

No sitting fees have been paid by the Company to any Directors for attending BoardMeetingsor any Committee Meetings during the financial year 2015-16.

The Nomination and Remuneration Committee shall identify personswho are qualified to..become directors of the company and who may be appointed in senior management in

accordancewith criteria laid down by the company. It recommendsto the Board for theirappointment asDirectors or at senior managementlevel.

The Committee had been consulted to review and aporove the annual salaries,cornmission, service management and other employment conditions for the executivedirectors.

'3S

•

r.~----------~----------------- The terms of reference of the Remuneration Committee are in line withthe requirements of the Companies _-\c - _.) Clause 49IRegulation 19 readwith PartD of Schedule II to the SEBI (Listing 0 ligations and Disclosure Requirements)Regulations,2015.

The terms of reference of the Committee arebroadly as under:

(I) Formulation of the criteria for determining qualifications, positive attributes andindependenceof a director and recommend to the board of directors a policy relating

-to,the remuneration of the directors, key managerial personneland other employees;_(2) Formulation of criteria for evaluation of performance of independent directors and the-

board of directors; --(3) Devising a policy on diversity of board of directors;(4) Identifying personswho are qualified to become directors and who may be appointed

in senior management in accordancewith the criteria laid down, and recommend tothe board of directors their appointment andremoval.

(5) Whether to extend or continue the term of appointment of the independent director,_on the basisof the report of performance evaluation of independentdirectors.

The Companyhasnot paid any remuneration to Mr. Ashesh Agarwal, Managing-Directorandother executive directors also during the financial year 2015-16.

The_Company has not paid any remuneration such as sitting fees, commission to anyother directors (Non-executive or Independent)also during the financial year 2015-16.

COMPLIANCEOFFICER:

During the Year, there have been changes in -Company Secretary cum Compliance:Officer of the Company due to appointment (s) I resignation(s), details of which hasbeengiven in Director's Report; Ms. Gunjita Kalani is serving the Company as Company'Secretary cum Compliance Officer of the Company w.e.f. 08.12.2015.

PERFORMANCE EVALUATION OF THE BOARD, DIRECTORS ANDCOMMITTEES:

- - -

- After taking into consideration one to one inputs received from the Directors, coveringvarious aspectsof the Board's functioning such as adequacy of the composition of theBoard and its Committees, Board culture, execution and performance of specific duties,obligations and governance; pursuantto the provisions of the Companies Act, 2013 andSEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Boardhas carried out the annual performance evaluation of its own performance,-theDirectorsindividually as well as the evaluation of the working of its Audit, Appointment and _-RemunerationCommittees. -

IndependentDirectors Meeting

During the year under review, the Independent Directors met on March 29, 2016, inter- alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of- Directors asa Whole;

2. Evaluation of the performance of the Chairman of tie Company, taking into accountthe views of the Non executive Directors.

•

3. Evaluation of the quality, contmanagement and .the Board thatreasonablyperform its duties.

~';;;""""L1.~ of flow of information between thefor the Board to effectively and

All the IndependentDirectors were presentat e meeting

6. SHAREHOLDER'S MEETINGS

Details of last three AGMs held

Year Date Venue Time

2015-16 29.09.2015 Mehta Farm, Village - Chhawla, beyond BSF 11:00 A.M.Camp, Rajokari, Najafgarh Road, New Delhi- 110071

2014-15 29.09.2014 Mehta Farm, Village - Chhawla, beyond BSF 11:00 A;M.Camp, Rajokari, Najafgarh Road, New Delhi- 110071.

. 2013-14 28.09.2013 Mehta Farm, Village -'-Chhawla, beyond BSF 11:00 A.M.Camp, Rajokari, Najafgarh Road, New Delhi- 110071 {o;

Business

.Year Special Resolution passedfor: .2015-16 1. Re-appointment of Mr. Ashesh Agarwal asManaging Director

of the Company for a period of 3· years commencing fromSeptember1,2015 to August 31,2018.

2. Adoption.· of new set of Articles of Association of theCompany under the CompaniesAct, 2013.

3. Alteration in Liability Clause the Memorandum of Associationof the Comjfany

2014-15 1. Alteration in Articles of Association of the CompanyNo Special Resolution was passedat the Annual GeneralMeeting2013-14

. No Speciai Resolution was passedthrough Postal Ballot during the financial year 2015-16 and even also till the date of signing of this Corporate GovernanceReport, but SpecialResolution was passedduring the financial year 2014-15, of which requisites details havealready been given in last Corporate GovernanceReport for the financial year2014-15.

7. DISCLOSURES

(a) Basis of related party transactions:

Disclosure on materially significant related transactions i.e. transactions of the Companyof material nature, with its promoters, the directors or the management,their subsidiariesor relatives etc. that may have potentialconflictwith the interest of the Company at large- Nil.

. Further, transactions with related party(ies) has beenmade during the ordinary course ofbusinessand on arm's length basis.

Policy for related party transactionswww.nikkiglobal.com.

on website of the Company i.e.

(b ) Whistle Blower Policy:

The Company believes in the conduct of the affairs of its various constituents in a fairand transparent mariner, by adopting the highest standard of professionalism, honesty,integrity and ethical behaviour and open communication. The Company has WhistleBlower Policy Under which the employees are free to report instances of unethical

..behaviour, violation of laws and regulations arid the code of conduct or policies of theCompany. The employees can approach the same directly to Chairman of AuditCommittee. Duringthe year under review, no employee was denied accessto the AuditCommittee.

(c) Risk Management:

The Company has a well defined risk management framework in place, further it hasestablishedprocedures to periodically place before the Board, the risk assessmentand.minimization procedures being followed and the stepswere taken by it to mitigate theserisks. ,J

(d) There is no .inter-se relationships between the Directors of the Company exceptMr. ShashwatAgarwal and Mr. AsheshAgarwal are brothers.

(e)Disclosure of Accounting Treatment:

There have not been any significant changesin accountingpolicies during the year.

(1)ComJ;llianceby the Company:

There areno instancesof non-compliances by the Company on anymatters related to the -capital market,nor have any penalty/strictures been imposed by the Stock Exchanges orSEBI or any other statutory authority on any matter relating to capital market during theFinancial Year endedon March 31, 2016.

. (8) MEANS OF COMMUNICATION:

The quarterly results are published in English and Hindi Newspapers (Hindustan TimesMint arid Hari Bhoomi), and are also displayed on the Company's website i.e.www.nikkiglobal.com. Half yearly results are not mandatorily applicable on theCompany under Listing Agreement and SEBI (Listing Obligations and DisclosureRequirements)Regulations, 2015. .

Whether the Management Discussion and Analysis section is part of the Annual report ornot: Yes

(9) GENEAAL SHAREHOLDER INFORMATION:

(a) Company Registration Details:

The Company Identity Number (CIN) allotted to the Company by the Ministry ofCorporateAffairs (MCA) is L65999DL1986PLC024493.

38

(b) Annual General Meeting:

(Day, Date, Time and Venue). Friday, September30, 2016at3:30 p.m.

" Mehta Farm, Village Chhawla, beyond BSF Camp, Rajkhari, Nazabgarh Road,' New.' Delhi - 110071

(c) Financial Year:

. Financial Year - April 1 to Match 31

(d) Book Closure Date:

September23, 2016 (Friday) to September 30, 2016 (Friday) (both days inclusive). NoDividend is being declared at ensuingAGM. "

(e) Listing:

Equity Sharesof the Company are actively listed on BSE.Scrip Code: 531272ISIN: INE652D01014

(i) Bombay Stock ExchangeLtd.Phirize JeejeephoyTowers,Dalal Stret, Mumbai - 400001

(fjMarket Price Data:

Monthly Open, High, Low and Close price and thy trading volumes on BSE of equitysharesthe Company are hereunder:

Month " Open Price High Price. Low Close No. ofPrice Price Shares

Jan-15 . 107.95 108.00 57;50 70.60 " 42179

Feb-15 74.00 78.70 59.25 69.90 10181. Mar~15 70.95 71.00 47.20 50.85 17390Apr~15 "·53.95 60.00 36.00 37.00 18196

May~15" 39.80 ."39.90 27.10 30.05 25012·lun-15 " 29.00 34.60 20.15 33.00 20826Jul-15 34.00 41.60 29.00 32.00 46836 .

Aug-15 32.00 39.70 22.65 25.00 8072Sep~15 22~50 33.60 20.20 30.35 6685"Od~15 31.85 31.85 26.10 27.20 2330Nov-15 27.00 27.00 . 22.70 . ·22.70 722Dec:"15 22.25 22.30 18.25 18.25 21375Jan-16 17.90 18.60 17.30 " . 17.60 1230Feb~16 I:?.25 17.25 16.95 17.25 29220

Mar-16. 16.95 17.10 16.95 17.10 48700

(g) Performance of the Company S roe Price vis-a-vis BSE SENSEX: .

: OVerlays ! Indicators r ~;~~~·1:::C>::;rt~T;;:'~~ E1;"~ti~~ O~·. 1: Wed,20MaY2315 1 .0: - ~. • ~ ~ : _. •• -: ~ - y ~

_____,_ _ ,_~,",.",.__ , . -' . ~. ~. ~. 'r§~

1~..... .. .

I. . .

....."--" ··114.,.... - ,... ...I···~.t.-.-:.----.--.p-,"",---------.'----.-.----.---------~_.._~J, 'v\;r4J- ·vv· . '1

I' . ..' . .... '. .' .' -, ..:._... '[cgJr-~--------------------------------------------~'. .A;;1:5M~;15·····j;;~·1;;'·· Aug 15

feb J 6: ············~1·~·ri6·'···· - ;

(h) Registrar and Transfer Agents:

Members/Shareholdersare requestedto correspondwith the Company'sRegistrarandTransferAgentquotingtheir Folio No;/DPID & Client ID at thefollowing address:

Skyline Financial Services Private LimitedD-153/A,1stFloor, Okhla IndustrialArea,Phase-I,New Delhi - 110020 •PhoneNos.'--011-26812682-83/64732681~88,FaxNo. - 011-26292681E-mail:admin@skylinerta~com·

..

(i) Share Transfer System: .

Securitieslodgedfor transfersareprocessedandsecuritycertificatesarereturnedwithin aperiod of fifteen days from the dateof its receipt,subjectto all documentsbeing validand completein all respects.The Board of Directorshas delegatedthe authority for

. 'approvingtransfer,transmissionetc.of the Company'sSecuritiesto CompanySecretaryof theCompany.The'Companyobtainsa certificatefrom CompanySecretaryin practiceon half. yearly basis certifying that all the complianceswith transfer formalities, asrequired under Regulation 40(9) of SEBI (Listing Obligations and DisclosureRequirements)Regulations, 2015 have been complied with and files it with StockExchange(s).

(j) Shareholding Pattern ason March 31,2016:. .

Category(A) Promoters Holding

IndividualsBodiesCorporate

Sub-Total (A)

No. of Shares . % of Holding

266924o

266924

7.810.007.81

(B) Non Promoters Holding(1) CentralGovt. / StateGovt. / Presidentof

IndiaSub-Total (B) (1)

(2) Non-Institutions• BodiesCorporate• Individuals• Non ResidentIndians• . HUF

.'Sub-Total (B) (2)Sub-Total (B)Grand T.otal(A+B)

1200 0.04

1200 0.04

5708572293586

965286168

315157631527763419700

16.68. 67.07

0.038.37

. 92.15-92.19

100.00

Distribution Scheduleof Equity Shareholderason March 31, 2016:

.Shareor Debenture . Number of % to Total Shareor % to Totalholding Nominal Shareholders Numbers .Debenture Amount

Value holding Amount(Rs.) (Rs.)

1 2 .... 3 4 ',/ 5

Up To 5,000 730 56.2 1057810 3.095001To 10,000 165 12.7 1493840 4.3710001To 20,000 140 10.78 . 2311900 6.7620001To 30,000 53 4.08 1470550 4.330001To 40,000 57 4.39 2011780 5.8840001To 50,000 37 2.85 1807820 5.29

50001To 1,00,000 67 5.16 5099860 14.911,00,000andAbove' 50 3.85 18943440 55.4.

, Total . 1299 100 34197000 100

•(k) Dematerializatlon of Equity Sharesand its Liquity:

The Companyhastie-upswith NSDL andCDSL, the Memberscandematerializetheirsharesby opening accountswith Participantsof NSDL and CDSL and can enjoy itsliquity.

(I) The Company hasnot issuedany GDRs/ADRs.

(m) BranchesIPlants:

TheCompanyhasnobranch/ Plant.

(n) Paymentof Listing Fees:

AnnualListing Feesfor theyear2016-17hasbeenpaidby theCompanyto BSE.

(0) Paymentof Depository Fees:

Annual Custody/IssuerFessfor the year 2016-17has beenpaid by the CompanytoDepositories(NSDL & CDSL:.

~\

(p) E-mail ID of Grievance RedressalDivision:

[email protected], [email protected]

(q) Address for correspondence:

For any assistance regarding share transfer and transmission, change of address, non ..receipt of share certificates, demat and other matters, please write to our Registrar andShareTransfer Agent of the Company at addressmentioned at (f) above. For any queryon the Annual Report and for any complaints or suggestions,pleasewrite to or contact:

..Ms. Gunjita KalaniCompanySecretary cum Compliance OfficerNikki Global Finance Limited1-9,LGF, Lajpat Nagar-I, New Delhi -110024TeleFax: 011-64000323, Mobile No. 09871005526E-mail: [email protected]@nikkiglobal.comWebsite: www.nikkiglobal.com

(10) COMI>LIANCE WITH DISCRETAIONARY REQUIREMENTS AS PERREGULATION 27(1) OF SEBl (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2015:

The Company has adopted following discretionary requirements of Regulations 27(1) ofSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015- .

(a) Audit Qualifications: The Company is in regime of the un-audited financial

statements.

(b) Reporting of Internal Auditor: The Internal Auditor reports directly to Audit-• Committee ofthe Company.

(11) CEO AND CFO CERTIFICATION:

Managing Director and Chief Financial Officer of the Company give annual ComplianceCertificate in accordancewith Regulation 17(8) read with Part B of Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015/Clause 49 ofListing Agreement with Stock Exchangers). The annual compliance certificate given bytheChairman and Managing Director and Chief Financial Officer is attached in Annual

report.

DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT

I, AsheshAgarwal, Managing Director of the Company, hereby declare that, all themembers of the Board and the Senior Management personnel have confirmed theircompliancewith the Code of Conduct for the year endedMarch 31, 2016

Place:New DelhiDate: 25.082016

-

FANi7t~::ted

.; {)llJl

Managing Director

DIN:02319026

CEO/CFO(Pursuant to Regulation 1

TIFICATIONERI (LODR) Regulations, 2015)

In termsof Regulation17(8)ofSEBl (LODR) Regulations,2015,ManagingDirectorand.ChiefFinancialOfficer of the Compan hascertifiedto theBoardthat:;. .. .

(a) We havereviewedthe financial statementsandthe cashflow statementfor the year. endedMarch31, 2016andthatto thebestof OUT knowledgeandbelief: .

(i) these statementsdo not containany materially untrue statementor omit anymaterialfactor containanystatementsthatmight bemisleading. .. .

(ii) thesestatementstogetherpresenta true andfair view of the Company'saffairsand are in compliancewith the existing accountingstandards,applicablelawsandregulations.

. (b) To thebest of ourknowledgeandbelief,no transactionsenteredinto by the Company. duringtheyeararefraudulent,illegalor violative of theCompany'scodeof conduct.

(c) We accept responsibility for establishingand maintaining internal control forfinancial reportingand that we haveevaluatedthe effectivenessof internal controlsystemsof the Companypertainingto financial reportingandwe havedisclosedtothe auditorsandthe audit committee,deficienciesin the designor operationof suchinternalcontrols,if any,of which theyareawareandstepshavebeentakento rectifythesedeficiencies. .

(d) Wehaveindicatedto theauditorsandthe auditcommitteethat:

(i) there has.not been.any significant changein internal control over financialreportingduringtheyear; .. ... ... .

(ii) therehasnot beenany significantchangesin the accountingpolicies during theyearrequiringdisclosurein thenotesto thefinancialstatements;

(ii) We are not aware of any instancesduring the year of significant fraud withinvolvementtherin of the managementor anemployeehaving-a significantrolein the Company'sinternalcottrol systemoverfinancialreporting. -

Place:New DelhiDate:25.08.2016

ForNikki GlobalFinanceLimited

.h11esh garwal

ManagingDirectorDIN:02319026

~~

(ChiefFinancialOfficer)

43

Management Discussion & AnalysisECONOMIC OVERVIEW

The economic conditions in the country in the current fiscal have been challenging withinflation being the major factor driving economic policy. Policy formulation has becomemore complicated and Indian rupee has tended·to remain weak against majorinternational currencies. There was overall slowdown in the economy of the country .

FINANCIAL PERFORMANCE ...

Due to overall slowdown in the economy of country, the company incurred loss of Rs.7,50,228.00 during the year under review and it is expected that the company willperform better in coming years. .. .

OPPORTUNITIES AND STRENGTHS

The Company is searching for new avenues. Your company continues to focus on. thediversification its business activities. Although business opportunities are available,additional resourcescontinues to be constraint.

BUSINESS OVERVIEW..

The company has good recognition among its shareholdersspread throughout country ..The company has evolved new vision and focus.The company has a strategyto diversifyits businessactivitiesin coming years. . ...

.'

RISKS AND CONCERNS•

.The Capital market industry in which your Company is operating is subject to extensiveregulation. The Company evaluates the technological obsolescence and the associatedrisk and makes investment accordingly

IINTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY. . - '. .

The Company has satisfactory internal control. system. The Company has an adequatesystemof internal controls to ensureaccuracy of accounting records, compliance with alllaws & regulations and compliance with all rules, procedures& guidelines prescribed bythe management. An internal audit is carried out by eminent professional. An internalteam of inspection also regularly visits office of the Company for ensuring regulatorycompliance. Post audit reviews are also carried out to ensure follow up on the ..observationsmade. .

HUMAN CAPITAL

The company recognizes that its successis deeply embeddedin the successof the humanresources.The company has significantly scaled up its activities through Investment inpeople and infrastructure. The company nurtures its employeesthrough healthy workingatmosphere that ensures equal oppo:i:tunityfor growth and challenge to all the equalopportunity for growth and challengeto all employees.The company believes in creating

~;s----------------.--.business leaders by employing best talent in the industry, providing opportunities,

. empowermentby delegations, training andtaking care of their growth.

DISCLOSURES

During the year, the Company has not entered into any transactions of materialnaturewith its promoters, the directors or the management,relatives etc. that may have potentialconflict with the interest of the Company at large. . .

All the transactionswith related partyfies) are made in ordinary course of businessand onarm's length basis.

CAUTIONERY STATEMENT

The statementsmade in this report describethe company' s 0bjectives and projections thatmay be forward looking statementwithin the meaning of applicable laws andregulations.The·actual result might differ materially from those expressedor implied depending on

. the· economic conditions, government policies and other incidental factors which arebeyond the control of the company. The company.is not under any obligation to publiclyamend; modify or revise any forwardlooking statementson the basis of anysubsequentdevelopments,information or events.'/-

•

~i__: ..'1 AGARWAL & ASSOCIATESCHARTERED ACCOUNTANTS

124, z-i, HEMANT VIHAR, BARRA -2, KANPUR - 208027Tel: (0) +919235444005 (M) 09415044443

E-mail: [email protected]@rediffmail.com

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATEGOVERNANCE

TO THE MEMBERS OF NIKKI GLOBAL FINANCE LIMITED

We have examined the compliance of conditions of Corporate Governance by Nikki Global FinanceLimited (the Company), for the financial year ended on 31si March, 2016, as stipulated in ChapterIV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant tothe Listing Agreement of the said Company with Stock Exchange(s).

The Compliance of conditions of Corporate Governance is the responsibility of the management.Our examination was limited to procedures and implementation thereof, adopted by the Companyfor ensuring the compliance of the conditions of the Corporate Governance. It is neither an auditnor an expression of opinion on the financial statements of the Company.

' ...~.

In our opinion and to the best of our information and according to the explanations given to us, wecertify that the Company has complied with the conditions of Corporate Governance as stipulated inthe above-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the :Company nor the efficiency or effectiveness with which the management has conducted the affairsof the Company.

~lace: -NEW DELHI~ate: - 21.05.2016

I~'l"H'" 'JJAGARWALAND ASSOCIATES

CHARTEREDACCOUNTANT

124,Z-1, HEMANT VIHAR, BARRA -2 KANPUR- 208027

Tel: (0) +919235444005 (M) 9415044443

E-Mail: [email protected]@gmail.com

INDEPENDENT AUDITORS' REPORT

To the Members ofNIKKI GLOBAL FINANCE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of NIKKI GLOBAL FINANCE LIMITED(,the Company")which comprise the _BalanceSheet as at March 31, 2016, theStatement of Profitand Loss, Cash Flow Statement for the year then ended, and a summary of significant accountingpolicies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 ('the Act'') with respect to the preparation of these financial statements thatgive a true and fair view of the financial position, financial performance and cash flows of theCompany in accordance with the accounting principles generally accepted in India, including theAccounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent:and destqn; implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentatlcn of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act andthe Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal financial

control relevant to the Companvs preparation of the financial statements that give a true and fairview in order to design audit procedures that are

. appropriate in the circumstances, but not for the purpose of expressing an opinion on whether theCompany has in place an adequate internal finandal controls system over financial reporting andthe operating effectiveness of such controls. An audit also includes evaluating the appropriatenessof the accounting policies used and the reasonableness of the accounting estimates made by theCompany's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to us, theaforesaid financial statements give the information required by the Act in the manner so requiredand give a true and fair view in conformity with the accounting principles generally accepted inIndia, of the state of affairs of the Company as at March 31, 2016, and its Profit&Loss and its CashFlow for the year ended on that date.

Report anOther Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order''), as amended,

issued by the Central Government of India in terms of sub-section (11) of section 143 of the

Act, we give in the "AnnexureA" a statement on the matters specified in paragraphs 3 and 4

of the Order.

2. As required by section 143 (3) ofthe Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of oLlr

knowledge and belief were necessary for the purpose of our audit;

•b. in our opinion proper books of account as required by law have been kept by the Company

so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt withby this Report are in agreement with the books of account

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.

e. On the basis of written representations received from the directors as on March 31, 2016

taken on record by the Board of Directors, none of the directors is disqualified as on March

31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate Report in"Annexure 8". .

g. With respect to the other matters to be included in the Auditors Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best

of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial

position.

H. The Company did not have any long-term contracts including derivative contracts for

which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company.

For and on behalf of

"Annexure A" to the Independent Auditors' Report

Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the financial statements of the Company for the yearended March 31, 2016:

1) (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets; .

(b) The Fixed Assets have been physically verified by the management in a phasedmanner, designed to cover all the items over a period of three years, which in ouropinion, is reasonable having regard to the size of the company and nature of itsbusiness. Pursuant to the program, a portion of the fixed asset has been physicallyverified by the management during the year and no material discrepancies betweenthe books records and the physical fixed assets have been noticed.

Cc)The does not own any immovable properties.".r

2) (a) The management has conducted the physical verification of inventory at reasonableintervals.

b) The discrepancies noticed on physical verification of the inventory as compared tobooks records which has been properly dealt with in the books of account were notmaterial.

3) The Company has granted unsecured loans, companies, firms, Limited Liabilitypartnerships or other parties covered in the Register maintained under section 189 ofthe Act..

4) In our opinion and according to the information and explanations given to us, thecompany has complied with the provisions of section 185 and 186 of the Companies Act,

.2013 In respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified by theCentral Government under sub-section Cl) of Section 148 of the Act, in respect of theactivities carried on by the company.

7) In respect of statutory dues:(a) According to information and explanations given to us and on the basis of ourexamination of the books of account, and records, the Company has been generallyregular in depositing' undisputed statutory dues including Provident Fund, EmployeesState Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise,Value added Tax, Cess and any other statutory dues with the appropriate authorities.According to 'the information and explanations given to us, no undisputed amounts

~~$' q,\\:;; r: '2,\ ~:;' PARTNER :' d~ l~j..f!-~

~fDACCO'!/;'·""'· ~------.~

payable in respect of the above were in arrears as at March 31, 2016 for a period ofmore than six months from the date on when they become payable.

b) According to the information and explanation given to us, there are no dues ofincome tax, sales tax, service tax, duty of customs, duty of excise, value added taxoutstanding on account of any dispute. .

8) In our opinion and according to the information and explanations given to us, theCompany has not defaulted in the repayment of dues to banks. The Company has nottaken any loan either from financial institutions or from the government and has notissued any debentures.

9) Based upon the audit procedures performed and the information and explanations givenby the management, the company has not raised moneys by way of initial public offer or

further public offer including debt instruments and term Loans. Accordingly, the

provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not'(f

commented upon.

10) Based upon the audit procedures performed and the information and explanations givenby the management, we report that no fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations givenby the management, the managerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act;

12) In our opinion, the Company is ne,t a Nidhi Company. Therefore, the provisions of claus-e4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section177 and 188 of Companies Act, 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations givenby the management, the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable tothe Company and hence not commented upon.

~I..

15) Based upon the audlt procedures performed and the information and explanations givenby the management, the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly, the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.

16) The company is registered under section 45 lA of the Reserve Bank of India Act, 1934.


PartnerMem No: 071738

Place: NEW DELHIDate: 27.05.2016

..

"Annexure B" to the Independent Auditors Report of even date on the FinancialStatements of NIKKI GLOBAL FINANCELTD Company limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act, 2013 (''the Act'')

We have audited the internal financial controls over financial reporting of NIKKI GLOBALFINANCE LTD Company Limited("the Company'') as of March 31, 2016 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls•

The Company's management is responsible for establishing and maintaining internal financialcontrols based onessential components of internal control stated in the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting issued by theInstitute of CharteredAccountants of India. These responsibilities include the design, implementation andmaintenance of adequate internal financial controls that were operating effectivelyfor ensuringthe orderly and efficient conduct of its business, including adherence to company's policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timely preparation of reliable financialinformation, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note'') andthe Standards on Auditing, issued by I<;AI and deemed to be prescribed under section 143(10)of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls,both applicable to an audit of Internal Financial Controls and, both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining an understandingof internal financial controls over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor's judgement,including the assessment of the risks of material misstatement of the financial statements,whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the Company's internal financial controls system over financialreporting.

· .

Meaningof Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting includes those pollclesand procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; .and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition, use, ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,including the possibility of collusion or improper management override of controls, materialmisstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods are subjectto the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.

'.

Opinion

In our opinion, the Company has, irf all material respects, an adequate internal financialcontrols system over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31, 2016, based on the internal control overfinancial reporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants ofIndia".


~~~LAJ AGARWAL

r.••nru ULVORL rl ••••RI"\,,1: LIIVIIII:U

1-9, LGF, LAJPAT NAGAR-1, NEW DELHI, -110024CIN : L65999DL 1986PLC024493

BALANCE SHEET AS AT 31/03/2016In

Note' 31/03/2016 31/03/2015

2.1 3,41,97,000.00 3,41,97,000.002.2 (1,75,62,750.00) (1,31,62,522.00)

1,66,34,250.00 2,10,34,478.00

Balance Sheet as atEQUITY AND LIABILITIESShareholders' fundsShare capitalReserves and surplusMoney received against share warrants

Share application money.pending allotment

Non-current liabilitiesLong-term borrowingsDeferred tax liabilities (Net)Other Long term liabilitieslong-term provisions

1,42,50,000.0021,606.00

8,06,00,759.00

4,93,20,000.0021,606.00

3,75,05,759.00

2.32.42.5

8,68,47,365.00.9,48,72,365.00

Current liabilitiesShort-term borrowingsTrade payablesOther current liabilitiesShort-term provisions

'~J

1,00,759.00 95,474.002.695,474.001,00,759.00

10,7~,77,317.()O11,16,07,374.00TOTALASSETSNon-current assetsFixed assets

Tangible assetsIntangible assetsCapital work-in-progressIntangible assets under development

.18,101.0.018,101.002.7

18,101.0075,01,100.00

6,98,21,639.00

18,101.0075,01,100.00

8,01,01,158.00

2.8Non-current investmentsDeferred tax assets (net)Long-term loans and advancesOther non-current assets

2.9

8,76,20,359.00 7,73,40,840.00

Current assetsCurrent investmentsInventoriesTrade receivablesCash and cash equivalentsShort-term loans and advancesOther current assets

3.0 12,65,998.00 10,44,454.003.1 2,18,03,582.00 2,84,85,694.003.2 7,61,538.00 9,40,922.00

3.3 1,55,897.00 1,65,407.002,39,87,015.00 3,06,36,477.00

11,16,07,374.00 10,79,77,317.()OTOTAL

For NIKKI GLOBAL FINANCE LIMITED

J)liAr=?ASHESH AGARWAL

(MANAGING DIRECTOR)~~(DIRECTOR)

(DIN: 02319026) (DIN: 00335302)

For Nikki Global Finance Ltd.. FOR NIKKlGLOBAL FINANCE LIMITED

~.~ J t,,»'Chief Financial OffIcer Cm~PANYSECRETARV

'-c..-0..-

PlaCeDate

NEW DELHI27/05/2016

NIKKI GLOBAL FINANCE LIMITED1-9, LGF, LAJPAT NAGAR-1, NEW DELHI, -110024

CIN : L65999DL 1986PLC024493STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31/03/2016

In '

Statement of Profit and Loss for the Note 31/03/2016 . 31/03/2015

2,97,25,895.007,12,430.00

Revenue from operationsOther incomeTv!al Revenue

3.43.5

2,34,89,359.0016,895.00

3,04,38,325.00 2,35,06,254.00

ExpensesPurchases of Stock-in- TradeChanges in inventories of finished goodswork-in-progressand Stock-in- TradeEmployee benefits expenseFinance costsDepreciation and amortization expenseOther expensesTotal expenses

2,99,74,508.00(2,21,544.00)

5,52,280.001,458.00

0.008,81,851.00

3.63.7

2,41,93,740.00(7,98,464.00)

3,64,200.00222.00

9,291.0028,70,323.00

3.83.94.04.1

3,11,88,553.00 2,66,39,312.00

(7,50,228.00)

0.000.00

(7,50,228.00)0.00' J

0.00(7,50,228.00)

(31,33,058.00)

0.000.00

(31,33,058.00)0.000.00

(31,33,058.00)

Profit before taxTax expense:

Current taxDeferred tax

Profit (Loss) for the period from continuing operationsTax expense of discontinuing operationsProfit/(loss) from Discontinuing operations (after tax)Profit (Loss) for the periodEarnings per equity share:

BasicDiluted

4.2

4.3


~~(DIRECTOR)

(DIN: 00335302)

ASHESH AGARWAL(MANAGING DIRECTOR)

(DIN: 02319026)

PlaceDate

NEW DELHI27105/2016 For Nikki Global FinanceLtd. FOR NIKKl GLOBAL FINANCE LIMITED

r • -.--t ' " \<I- '-S~~ ~ , "'-~ .

Chief Financial Officer COMPANY SECRETARY

.'tV' C~ UN J-\~~UUN I;:) r-UK 1Nc YeAK t:NDED MARCH 31, 2016

- Particular

Authorised4000000 (4000000) Equity Shares EQUITY of ' 101- Par Value

Issued3419700 (3419700) Equity Shares EQUITY of' 101- Par Value

Subscribed3419700(3419700) Equity Shares EQUITY of ' 101- Par Value

Paidup3419700 (3419700) Equity Shares EQUITY of' 101- Par Value FullyPaid up

In

31/03/2016 31/03/2015

4,00,00,000.00 4,00,00,000.004,00,00,000.00 4,00,00,000.00

3,41,97,000.00 3,41,97,000.003,41,97,000,00 3,41,97,000.00

3,41,97,000.00 3,41,97,000.003,41,97,000.00 3,41,97,000.00

3,41,97,000.00 3,41,97,000.00

3,41,97,000.00 3,41,97,000.00

251498 7.35

31/03/2016 % Held 31/03/2015 % Held

Reconciliation

7.35 251498e-:

-

~Particular 31/03/2016 31/03/2015

Number of Share Amount Number of Share Amount

~

Number of shares at the beginning 3419700 34197000 0 0Add: Issue 0 0 0 0L:ess : Bouqht Back 0 0 0 p

~Others 0 0 0 0Number of shares at the end 3419700 34197000 0 34197000

2.2 Reserve and SurplusIn '

Particular 31/03/2015Hedging Reserve - OpeningAdditionDeduction

31/03/2016

1,08,000.000.000.00

1,08,000.000.000.00

Profit and Loss OpeningAmount Transferred From Statement of P&LAppropriation and Allocation

-_ Others

1,08,000.00

(1,32,70,522.00)(7,50,228.00)

36,50,000.00

1,08,000.00

(1,01,37,464.00)(31,33,058.00)

0.00(36,50,000.00)

(1,76,70,750.00)(0.00)

(1,32,70,522.00)

,3 Long Term Borrowings

1,75,62,750.00 (1,31,62,522.00

In '

31/03/2015Particularlthers

UnsecuredP SAJI TEXTILES LIMITEDBIG BROKER HOUSE STOCK LTDRICH UDYOG NETWORK LTDCITYON INFRASTRUCTURE

31/03/2016

51,00,000.0091,50,000.00

0.000.00

51,00,000.000.00

4,31,20,000.0011,00,000.00

FQr Nikki Global Finance Limite~

J/-~AMk.~D'/ lJIW \./~~ging IrectOj

1,42,50,000.00 4,93,20,000.0 c,

For Nikki Global Finance Ltd.

~~)\//Director

.2:4 Deferred TaxesIn '

Particular 31103/2016 31/03/2015Deferred Tax Liabilities

Depreciation 21.606.00 21.606.0021,606.00 21,606.00

2.5 Other Long Term LiabilitiesIn '

Particular 31/03/2016 3110312015Trade Payables

. othersSHASHWAT AGARWALSKYLINE FINANCIAL SERVICES P LTD.CHEQUE ISSUED BUT NOT PRESENTED

3,73,91,499.0089.260.00

4,31,20.000.00

3.73.91,499.001.14,260.00

0.008,06,00,759.00 3,75,05,759.00

2.6 Short Term ProvisionsIn .'

31/03/2016- Others

J AGARWAL & ASSOCIATESSALARY PAYABLENIRBHRANT AGARWAL

49.759.0051.000.00

O.OOf'

31/03/2015

49.634.000.00

45.840.00

Particular

1,00,759.00 95,474.00

Fqr Nikki Global Fina.nee urn.ite~.;tf;vU~-r. . M£n~g Director

For Nikki GlO~ Ltd.

Director.

•

5B

•••~ngible assets

In?articular Gross Depreciation Impairment Net

~Opening Additi Deductio Closing Openi During Deductio Other Closing Openi During Reve Closin Closing Opening

on n nQ Period n Ad!. nQ Period rsal Q

.~iDments 18.101.00 18.101.00 18.101.00 18.101.00~Total 18,101.00 0.00 0.00 18,101.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 18,101.00 18,101.00

-,eVIOUS 27,392.00 0.00 0.00 27,392.00 0.00 9,291.00 0.00 0.00 9,291.00 0.00 0.00 0.00 0.00 18,101.00 27,:392.00

for Nikki Global Finance Ltd.

\h~'Y~r

..

59

~.2.8 Non-current investments

In ',....:.., ... Particular 31103/2016 31/03/2015

~ Investments in Equity. Instruments 75,00,100.00 75,00,100.00~ Other non-current investments 1,000.00 1,000.00

75,01,100.00 75,01,100.00-2.9 Long-term loans and advances

In '

31/03/2016 3110312015ParticularLoans and advances to others

Unsecured, considered goodABHINAV TOSHNIWALAMBER KANKANECITYON NANO TECHNOLOGY PVT LTDDINESH KUMAR PAHUJAH.M.S.INTERNATIONALHARVIR SINGH

. HEMA PAHUJAHORIZON PORTFOLIO LTD.IMMORTAL HEALTH PVT. LTD. (MISSION)KAVITA AGARWALKPL PACKGING PVT. LTD.KSM EXPORTS LIMITEDMANDEEP SINGH SANDHUMEHNDIPUR BALlJA IMPEX P. LTDMOHD. SAJIDMOHD. TAHIRNANDITA SHAuNIKNARAIN DASSP.N.G. & CO.RAJ KISHORE AGARWALRAJEEV TOSHNIWALRUSTAM FOODS PRIVATE LIMITEDSAGAR KRISHI YANTRA PVT. LTD.

-SANGEETA AGARWALSKYLINE INFRA HEGHITS P. LTD.STAR ENTERPRISESVASUNDHRA CAPITAL & SECURITIES LTD.WM BLUE CHIP INVESTMENT SERVICES PVlt LTD.

3,75,000.0024,00,000.00

0.003,75,000.00

50,00,000.0010,00,000.007,50,000.00

O.Op40,00,000.00

0.0025,00,000.0025,00,000.00

0.00 IF

0.0025,00,000.0025,00,000.003,00,000.00

36,00,000.004,00,000.00

35,00,000.007,qO,000.00

85,00,000.004,80,000.00

0.001,00,00,000.00

0.0031,71,158.00

2,55,00,000.00

3,75,000.0024,00,000.0031,00,000.003,75,000.00

0.0010,00,000.007,50,000.00

35,00,000.0040,00,000.00

1,50,000.0025,00,000.0025,00,000.0041,00,000.00

481.000.00

. 0.000.00

36,00,000.000.000.00

7.,50,000.000.00

5,00,000.009,50,000.00

1,00,00,000.00@,OO,OOO.OO

3J,71,158.o02,55,00,000.006,98,21,639.008,01,01,158.00

.0 InventoriesIn '--~ Particular 31/03/2016 31/03/2015

Others .

~ Other. CLOSING STOCK- QUOTED SHARES 12,65,998.00 10,44,454.00

12,65,998.00 10,44,454.00'7

.1 Trade receivablesIn'

Particular 31/03/201531/03/2016Trade Receivable

Secured, considered goodWithin Six Months

BAJAJ CAPITALBIG BROKER SALES & PURCHASE AlCCHEQUE RECEIVED BUT NOT DEPOSITEDCITYON SYSTEMS INDIA LTD.HORIZON PORTFOLIO !:.TD .(SALES & PURCHASE AlC)KALI COMMODITIES PVT LTOSHOBHAGYA CAPITAL OPTIONS. LTOSHREE MAH MI COMMODITIESZEAL ADV TISING PVT. LTD.

10,553.00 10,553.001,25,66,400.00 1,25,66,400.00

1,00,000.00 0.0044,00,000.00 84,00,000.003,72.136.00 16,73,950.00

0.00 14,38,135.0050,000.00 50,000.00

43,04,493.00 43,04,493.000.00 42,163.00

2,18,03,582.00 2,84,85,694.00

For Nikki Global Finance Ltd.

~.

3:2 Cash and cash equivalents

-....------~----------------------~~~~~~-------------------In '

Particular 31/03/20167,59,745.00Cash in Hand

Balances With BanksBalance With Oher Banks

Current AccountBANK OF INDIAHDFC BANK LTOHDFC BANK NEW AlCSBI

47,439.0057,357.0034,773.0010,370.00

6,11,599.0031/03/2015

54,865.0091,312.0035,000.00

0.007,61,538.00 9,40,922.()O

3.3 Other current assetsIn '.•..

~ Farticular 31/03/2016 31/03/2015

~

T.D.S. AY. 2012~13 1,55,897.00 1,55,897.00T.D.S. AY. 2011-12 0.00 450.00TDS AY.06-07 0.00 9,060.00

~ 1,55,897.00 1,65,407.()O...., -

3.4 Revenue from operationsIn "

Particular 31/03/2016 31/03/2015Sale of Products

Other GoodsSALES

Other Operating RevenuesMTOM

2,95,33,471.00/'7

1,92,424.002,34,89,359.()02,97,25,895.00

- 3.5 Other income

2,34,89,359.00

0.00

In '

0.0031/03/2015- Particular 31/03/2016

Interest_Dividend

DIVIDENDMiscellaneous

SALES CONSULTANCY CHARGESBALANCE WRITIEN OFF

2,429.00

7,10,000.001.00

16,895.00 •7,12,430.00

3.5 Purchases of Stock-in-Trade

14,770.00

2,125.00

0.000.00

In 'Particular 31/03/2016 31/03/2015Stock in Trade

PURCHASES 2,99,74,508.00 2,41,93,740.002,99,74,508.00 2,41,93,740.00

3,7 Changes in inventories of finished goods, work-m-proqress and Stock-in-TradeIn'

31/03/2016 31/03/~015

10,44,454.00

10,44,454.00 2,45,990.0010,44,454.00

12,65,998.00

- IncreaselDecreaseOther

12,65,998.00

2,21,544.00

2,45,990.00

10,44,454.00

2,21,544.00

es in Invento31103/2016 31/03/2015

,);0 crnproyee oenerns expense

~ Particular 31103/2016 3110312015

~.

Salary, Wages & BonusSALARIES 5,52,280.00 3,64,200.00

5,52,280.00 3,64,200.00

In '

'3.9 Finance costsIn '

Particular 31/03/2016 31/03/2015Interest Expenses

Bank ChargesBANK CHARGES 1,458.00 222.00

1,458.00 222.00

4.0 Depreciation and amortisation expenseIn '

~ Particular . 3110312016 31103/2015"'Y Depreciation & Amortisation

~Depreciation Tangible Assets 0.00 9,291.00

0.00 9,291.00

4.1 Other.expenses(f

In,

Particular 3110312016 31/03/2015

Administrative and General ExpensesTelephone Postage

Telephone Expenses 7,910.00 1,460.00Postage Expenses 11,736.00 10,722.00

Printing Stationery4,580.~0Printing 6,920.00

Auditors RemunerationAudit Fees 28,625.00 28,500.00

. Repairs Maintenance ExpensesOthers 11,845.00 1,950.00

Travelling ConveyanceTRAVELLING EXP. 11,695.00 5,830.00

Legal and Professional ChargesLISTING FEES (BSE) 2,24,720.00 1,12,360.00LISTING FEES (CDSL) 5,618.00 12,359.00CERTIFICATION FEES 7,080.00 7,017.00LISTING FEES (NSDL) 0.00 6,741.00

Vehicle Running Expenses 13,978.00 17,650.00Selling Distribution Expenses

Advertising Promotional ExpensesADVERTISEMENT EXP 2,34,406.00 1,72,501.00

Other ExpensesCOMPUTER EXP. 37,090.00 20,300.00

.D MAT CHARGES 3,506.00 3,453.00

.r OFFICE EXP 23,552.00 7,500.00ROC EXP 22,200.00 15,600.00.A G M EXPENSES 30,100.00 28,950.00DEPOSITARY SERVICE CHARES 26,310.00 0.00INCOMETAX 9,510.00 0.00LEGAL EXP. 15,000.00 0.00MISC. EXP. 50.00 0.00RENT AlC 1,50,000.00 0.00SHARE TRANSFER AGENT FEES 0.00 1,77,563.00INTERNET EXP. 0.00 984.00MTOM 0.00 22,34,303.00

8,81,851.00 28,70,323.()0

.4.2 Tax expense

),;iloba Financeli~. /: anaging DirJor

r'1

4:3 f:arnings per equity share

ParticularIn

31/03/2016 31/03/2015

(0.26) (0.92)0.00 0.00

(0.26) (0.92)0.00 0.00

3419700 34197003419700 3419700

34,19,700.00 34,19,700.00

Earnings Per Equity ShareBasic

Basic EPS Before Extra Ordinary ItemExtra Ordinary Item Adjustment

DilutedDiluited EPS Before Extra Ordinary ItemExtra Ordinary Item Adjustment

Number of Shares used in computing EPSBasic .Diluted

Weighted Average Number of shares. Number of Shares for basic EPS calculation

Number of shares for dilutive calculation


"~~(DIRECTOR)

(DIN: 00335302)

ASHESH AGARWAL(MANAGING DIRECTOR)

(DIN: 02319026)

Place NEW DELHIDate 27105/2016

• -~-3

(AS ON 31sT MARCH. 2016)

Significant Accounting Policies for the period ended March, 2016.

1•. SIGNIFICANT ACCOUNT POLICIES:

(a) System of Accounting and Revenue Recognition

(i) Accounts are prepared under historical cost convention in accordance with applicable mandatoryAccounting Standards referred to in Section 133 of the Companies Act, 2013.

(ii) Income on non-performing assets is recognized in accordance with the provisions of PrudentialNorms for Income Recognition prescribed by the Reserve Bank of India and is accounted for inthe year of realization.

(iii) Profit I (Losses) on sale of investments are recognized on trade date on First in First out basis ..(iv) Dividend on shares is accounted for as and when received.

(v) Loans and advances are stated net of provisions for non-performing advances. Balances ofvarious parties are subject to confirmations.

(vi) Other Income and expenses are accounted for on accrual basis.

(vii) The inventories of shares & securities have been valued at market value as at 31st March,2016

(b) Fixed AssetsFixed Assets are stated at cost less accumulated depreciation.

, (c) DepreciationThe depreciation has been provided on WDV method at the rates: provided in Schedule 11oftheCompanies Act, 2013 on pro-rata basis.

(d) Investments

(i) The investments is categorized into 'Non- Ct!rent'.

(ii) Investments are valued at cost. Provision for diminution in the value of investment, if any, is madeif the Decline in value is of permanent nature.

2. CONTINGENT LIABILITIES:

(a) Estimated amount of contracts remaining to be executed on Capital Accounts and not provided for: NIL(Previous Year: NIL)

(b) Claims againstthe company not acknowledged as debts: NIL(Previous Year: NIL)

(c Uncalled liability on partly paid investments: NIL(previous Year: NIL)

3. Special reserve represents, the reserve created in accordance with the provisions of section 45-ICOf the Reserve Bank of India Act, 1934, as amended by the Reserve Bank of India (Amendment)Act, 1997.

4. The company has not entered into any lease agreement after ·31.03.1999, therefore, provision ofAccounting standard-19 on 'Lease' are not applicable.

5. To the extent information available, there were no outstanding dues towards small scale orancillary undertaking as on 31.03.2016.

for Ni~ GlobalFinance~

Jf;;ut ~ Director

Fo~'Nikki Global~na~ce Ltd.

. ~~r

c.l.I

• party Disclosures" issued by the Institute of Chartered Accountants of India.

Related party where significant influence exists:

Party Relationship Transaction Amount inRs.

Horizon Portfolio Ltd.Entity in which key Management Personnel

Purchase & Sale of Securities ~,81,72,246.30can exercise significant control

Star EnterprisesEntity in which key Management Personnel

Loan amount received back 6,00,000.00Can exercise significant control

Rich Udyog Network LtdEntity in which key Management Personnel

Repayment of Loan 4,31,20,()OO.OOCan exercise significant control

8. Amount outstanding as on 31st March, 2016:

(i) Key Management Personnel

(ii) Others Related Parties

3,73,91,499.00 Cr.

0.00

3,73,91,499.00 Cr.

45,840.00 Cr.

9. An amount of Rs. 4, 31, 20,000.00 is shown under the head CHEQUES ISSUED BUT NOT PRESENTEDTO BANK are issued to RICH UDYOG NETWORK LTD. The cheques are still outstanding as on date ofsigning of the final a/cs.

10. The particulars as required in terms of Paragraph 9BB of Non-Banking Financial CompaniesPrudential Norms (Reserve Bank) Directions 1998 given in Schedule Hi) is not appendedhereto.

11. Keeping in view the current year losses of the company, net deferred tax liabilities have notbeen recognized in accordance with Accounting Standard AS':'22-uAccounting for taxes on income" issuedby the Institute of Chartered Accountants of India".

12. Payment of Gratuity Act, 1972 and Provident Fund Act, 1952 are not presently applicable to theCompany. The company does not have a policy of encashment of unavailed leaves .

•13. Earnings in Foreign Currency: NIL (Previous Year: Rs. NIL)

14. Expenses in Foreign Currency: NIL (Previous Year: Rs. NIL-)

15.The company has identified that there is no impairment of assets and as such no provision isrequired for the same in terms of Accounting Standard 28 issued by Institute of CharteredAccountants of India. .

16. Figures have been round~g off to the nearest rupees.

17. Previous year's figures have been regrouped I rearranged wherever considered necessary.

DATE : 27/05/2016PLACE: NEW DELHI

e.GS

• GG

FOR THE PERIOD ENDING 31.03.2016CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March. 2016

For the year Ended

31, March 2016

Amount (Rs.)

For the year Ended

31, March 2015

Amount (Rs.)

Cash flows from operating activities

Net Profit/(Loss) as per Profit & Loss A/c Before Tax

Adjustments for:

(750,228.00) (3,133,058.00)

0.00 9291.00150000.00 0.00

0.00 0.003500000.00 0.00

(4,400,22S.00) (3,123,767.00)

6,470,078.00 2,735,906.00

5,285.00 (24,458.00)

2,075,135.00 (412,319.00)

Depreciation

P/P Expenses

Income Tax

Other Adjustments

Operation profit before working capital changes

.Change in Current Asset

Change in Current Liabilities

NET CMH FROM OPERATING ACTIVITE5

Cash flows from investing activities

Purchase of Investment

Purchase of fixed Assets

Sale of fixed Assets

(Increase)/Decrease in Loans & Advances (10,279,519.00) (950,000.00)

(10,279,519.00) (950,000.00)NET CASH FROM INVESTING ACTIVITES

Cash flows from Financing activities

Proceeds from issuance of Share Capital

Increase/(Decrease) in Unsecured Loans & Non current liabilit4es 8,025,000.00 1,174,012.00

8,025,000.00 1,174,012.00

(179,384.00) (188,307.00)

940,922.00 1,129,229.00

761,538.00 940,922.00

NET CASH FROM FINANCING ACTIVITE5

Net ·increase/(Decrease) in cash and cash equivalents

Cash and Cash equivalents beginning of year

Cash and Cash equivalents at end of year

Notes:1 "

Figures ln brackets indicate cash outflo...?~

Notes:2

This is the cash flow statement referred to in our report of even date prepared under the indirect method,setout in AS-3 issued by the Institute

For and on behalf of Board of Directors

ASHESH AGARWAL

(MANAGING DIRECTOR)

DIN:02319026

G.~~(DIRECTOR)

DIN:00335302

FOR NIKKl GLOBAl FINANCE LlMITEQ

~;~.CCMPANY SECRETARY

Place: New Delhi

Date: 27/05/2016

For NikkiGlrobalFinance ~~.

S~~:~.Chief Financial Officer

PROXY FORM{Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014} .

30TH ANNUAL GENERAL MEETING - SEPTEMBER 30,2016

NIKKI GLOBAL FINANCE LIMITEDRegd. Office: 1-9,LGF, Lajpat Nagar-l,New Delhi -110024

CIN: L65999DL1986PLC024493

Name of the m:ember(s) •

RegisteredAddress

\f

E-mail ID

Folio No/ClientID

DPID

1/ We, being the member(s) of the abovenamed Company hold : shares. .. ..'hereby appoint: .

..Name: Address:

Esmail ID: Signature:

or failing him/her .

Name: Address:

E-mail ID: Signature:

or failing him/her

Name: Address:

Sig iature:E-mail ID:

• 01

asmy/ourproxy to attendandvote (on a poll) for me/usandon my/our behalfat the 30th AnnualGeneralMeeting of the Company,to be held on Friday, September30, 2016 at 3.30 p.m. atMehta Farm, Village Chhawla, beyond BSF Camp, Rajkhari , Nazabgarh Road, NewDelhi - 110071 and at any adjournmentthereofin respectof suchresolutionsas are indicatedbelow:

Ordinary Business

1. Adoptionof auditedfinancial statementsfor thefinancialyearended31st March,2016andtheReportsof Board of Directors and Auditors thereon (OrdinaryResolution).

2. Re-appointmentof Mr. ShashwatAgarwal, whoretiresby rotation (OrdinaryResolution).3. Re-appointmentofMls. J Agarwal & Associates,CharteredAccountants,KanpurasStatutory

Auditorsof theCompanyandfixing their remuneration(OrdinaryResolution).

SpecialBusiness

4. Authorizationto maketransactionswith relatedparty(ies)being in ordinarycourseof businessandonarmslengthbasisandrectificationof earliertransactions(SpecialResolution).

5. Authorizationto borrow any sumor sumsof money from time to time on suchtermsandconditionsand with or without securityas the Boardmay think fit which, togetherwith themoneysalreadyborrowedby the Company(apart from temporary loans obtainedfrom theCompany'sBankersin theordinarycourseof business),mayexceedtheaggregatefor thetimebeingof the paid-upcapital andits free reserves,that is to say,reservesnot setapart for anyspecificpurpose,providedthat the total amountof money/moneysso borrowedby the Boardshall not at any point of time exceedthe limit of Rs. 50 Crores(RupeesFifty CroresOnly)(SpecialResolution).

Signedthis dayof 2016.

Signatureof shareholder:.......................•.............. Affix 1RupeesRevenueStamp

Signatureof Proxyholder(s): .

Note: I. Thisform of proxy in order to be effective should be duly completed and deposited at theRegistered Office of the Company not less than 48 hours before the commencementofthe Meeting.

2. A person can act as a Proxy on behalf of not more than fifty membersholding inaggregate, not more than ten percent of the total share capital of the Company.Members holding more than tenpercent of the total share capital of the Companymay appoint a single person as Proxy, who shall not act as a Proxy for any otherMember.

•

q

ATTEDANCESLIP

JOTH ANNUAL GENERAL MEETING - SEPTEMBER 30, 2016

NIKKI GLOBAL FINANCE LIMITED.Regd. Office: 1-9,LGF, Lajpat Nagar-L'New Delhi -110024

CIN: L65999DL 1986PLC024493

_~_INo. of sharesheld 1---,· -'------ ----.:.,- __ --,---- 1

DP ID/Client ID/Folio No.

I Certify that I am a member/proxy for the member of the Company..

. .. th ••I, hereby record my presence at the 30 Annual General Meetmg held on Fnday,

. September 30, 2016 at 3:30p,m. at Mehta Farm, Village Chhawla, beyond BSF Camp,Rajkhari,Nazabgarh Road, New Delhi - 110071.

Name of the Member· -. -----------:--------------------------------------------"-------

Name ofthe Proxy

Signature

Note: Please.complete this Attendance Slip and hand it _over at the AttendanceVerificationCounterat the entrance of the meetinghall. Membersare requestedto bring their copyof theAnnualReport/or referenceat themeeting.

•

.~ .....

-. ,

Chhattarpur, NeVi Dethh Delhi 30min

Chhattarpur

:fo•

•

Documents

NIKKI GLOBALFINANCE LTD....30TH ANNUAL REPORT 2015-16 • • NIKKI GLOBAL FINANCE LIMITED, Regd. Off.:1-9, LGF, Lajpat Nagar -1, New Delhi -110024 CIN:L65999DL1986PLC024493 Tele Fax: