Nirav Commercials Ltd. — Annual Report 2020

Nov 26, 2020

NIRAV COMMERCIALS LIMITED C orporate O f fice: B-1, T u lsi Vihar, D r. A.B.Roa d , Worli Na k a, Mumbai- 4 00018, Ind i a Tel.:(91-2 2 ) 40457100 Fax: (91-2 2 ) 24936888 Email: nira v @associate d group.com

CIN: L51 9 00MH1985 P LC036668

26[th] N o vember, 20 2 0

BSE Ltd. Corporate Relationship Department Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

Company Code No. 512425

• Sub: Notice of 35[th] Annual General Meeting & Annual Report of Nirav Commercials Limited (‘the Company’)

• Ref: Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’)

Dear Sir / Madam,

th Pursuant to Regulatio n 34(1) of Lis t ing Regulati o ns, enclosed herewith is t h e Notice of 3 5 Annual G e neral Meeting (‘AGM’) of t he Company along with the Annual Re p ort for the Fi n ancial Year e nded 31st M arch, 2020.

The AG M Notice & A nnual report for the yea r ended 31st March, 2020 has been se n t electronica l ly to those m e mbers whose email- ids ar e registered w ith the Comp a ny / Deposit o ries.

The AG M Notice & A nnual report i s also uploaded on the Co m pany’s website viz. https:// w ww.associat e dgroup-investors.com/ncl

This is f o r your infor m ation & reco r d. Thankin g you Yours fa i thfully For Nirav Commercials Ltd.

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Amey Borkar Company Secretary & Compliance Officer

Regd. Offi c e : W-50 MI D C Industria l Area, Taloja – 410 208, Dist. Raigad ( M aharashtra) Tel. : (91-22) 249 4 9538

NIRAV COMMERCIALS LIMITED

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Decotech
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ANNUAL REPORT 2019-20

NIRAV COMMERCIALS LTD

BOARD OF DIRECTORS

Shri Lalit Kumar Daga Chairman Shri Raghav Daga Director Shri Navinchandra Shah Independent Director Mrs. Santosh Mundhra Independent Director EXECUTIVES Shri Girish Agarwal Chief Financial Officer

COMPANY SECRETARY

Shri Amey Borkar

BANKERS

HDFC Bank Ltd. United Bank of India

REGISTERED OFFICE & WORKS

(CIN: L51900MH1985PLC036668) Plot No. W-50, MIDC Industrial Area, Taloja-410 208, Dist. Raigad (Maharashtra). Tel.022-24949538, Fax No.022-24936888 Email: nirav@associatedgroup.com Website: https://www.associatedgroup-investors.com/ncl

WORKS

Elesar Focchi (A unit of Nirav Commercials Ltd.) Survey No.65/3D, Plot No.1, Cachigam Road, Ringanwada, Daman – 396 210 (Union Territory).

REGISTRARS AND SHARE TRANSFER AGENTS

Bigshare Services Pvt.Ltd. 1st Floor, Bharat Tin Works Building, Opp.Vasant Oasis Apartments, Marol Maroshi Road, Andheri (East) Mumbai-400 059 Tel.022-62638200/204 Fax No.022-62638299 Email:info@bigshareonline.com

Contents	Page No.
Ten Year Financial Review	1
Notice	2
Director's Report to the Shareholders	8
Managements' Discussion and Analysis	21
Independent Auditors' Report	22
Balance Sheet	28
Profit and Loss Account	29
Notes to the Financial Statements	33

ANNUAL REPORT 2019-2020

Ten Year Financial Review

Ten Year Financial Review	Ten Year Financial Review	Ten Year Financial Review	Ten Year Financial Review	Ten Year Financial Review	Ten Year Financial Review	Ten Year Financial Review	Ten Year Financial Review	Ten Year Financial Review	Ten Year Financial Review	Ten Year Financial Review
`in crores
PARTICULARS	2019-20	2018-19	2017-18	2016-17	2015-16	2014-15	2013-14	2012-13	2011-12	2010-11
TOTAL INCOME	5.02	6.07	14.66	12.16	7.63	9.51	8.18	7.47	7.24	5.49
PBDIT	0.10	0.21	8.27	0.75	0.28	0.45	0.61	0.33	0.40	0.41
DEPRECIATION	0.05	0.05	0.04	0.05	0.06	0.08	0.07	0.09	0.11	0.14
PBIT	0.05	0.16	8.23	0.70	0.22	0.37	0.54	0.24	0.29	0.27
FINANCE /INTEREST COST	0.01	0.01	0.02	0.17	0.01	0.05	0.04	0.02	0.03	0.00
PBT	0.04	0.15	8.21	0.53	0.20	0.32	0.50	0.22	0.26	0.27
PAT	0.04	0.15	6.57	0.40	0.16	0.27	0.37	0.16	0.20	0.23
SHARE CAPITAL	0.39	0.39	0.39	0.39	0.39	0.39	0.39	0.39	0.39	0.39
RESERVE & SURPLUS	17.07	17.13	16.98	10.41	10.01	9.85	9.61	9.25	9.08	8.88
NET WORTH	17.46	17.52	17.37	10.80	10.40	10.24	10.00	9.64	9.47	9.27
NET FIXED ASSETS	0.38	0.37	0.42	0.32	0.29	0.35	0.42	0.56	0.65	0.75
EARNING PER SHARE (EPS)`	0.94	3.91	167.50	10.18	4.31	6.95	9.36	4.18	5.12	5.81
BOOK VALUE `	445.41	449.23	443.11	275.66	265.48	261.17	255.26	245.90	241.72	236.60

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NIRAV COMMERCIALS LTD

Nirav Commercials Limited

CIN: L51900MH1985PLC036668 Registered Office: Plot No. W-50, MIDC Industrial Area, Taloja-410208, Dist. Raigad Tel.:(91-22) 24949538 Fax: (91-22) 404547150 Email: nirav@associatedgroup.com website: https://www.associatedgroup-investors.com/ncl

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the 35th Annual General Meeting of Nirav Commercials Limited will be held on Monday, 21st December, 2020 at 3.00 pm IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS:

1. To consider & adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2020, together with the Reports of the Board of Directors and Auditors thereon;

2. To appoint a Director in place of Shri Lalit Kumar Daga (DIN: 00089905), who retire by rotation and being eligible offers himself for re-appointment.

3. To appoint Auditors and fix their remuneration and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and pursuant to the recommendations of the Audit Committee and the Board of Directors, M/s. Suryaprakash Maurya & Co., Chartered Accountants (Registration No. 147410W), be and are hereby appointed as the Statutory Auditors of the Company to hold office from the conclusion of this 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company to be held in the year 2025.

By order of the Board of Directors

Amey Borkar Company Secretary

Place: Mumbai Date: 13.11.2020

NOTES FOR MEMBERS’ ATTENTION

1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, “SEBI Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC / OAVM.

2. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalfand the proxy need not be a Member of the Company.Since this AGM is being held pursuant to the MCACirculars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

3. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Boardor governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorizationshall be sent to the Scrutinizer by email through its registered email address to arundashassociates2010@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com

4. The Register of Members and Share Transfer Books of the Company will be closed from 19th December, 2020 to 21st December, 2020 (both days inclusive).

5. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before 18th December, 2020 through email on nclinvestors@gmail.com. The same will be replied by the Company suitably.

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ANNUAL REPORT 2019-2020

1. SEBI vide its Circular No. SEBI/LAD-NRO/GN/2018/24 dated 8th June, 2018, amended Regulation 40 of Listing Regulations pursuant to which from 1st April, 2019, onwards securities can be transferred only in dematerialized form. However, it is clarified that, members can continue holding shares in physical form. Transfer of securities in demat form will facilitate convenience and ensure safety of transactions for investors.

2. Members holding shares in physical form are requested to convert their holding(s) to dematerialized form to eliminate all risks associated with physical shares.

3. SEBI vide Press Release dated 27th March, 2019 has clarified that the share transfer deed(s) once lodged prior to the deadline of 31st March, 2019 and returned due to deficiency in documents submitted, may be re-lodged for transfer.

4. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to BSPL, for consolidation into a single folio.

5. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company’s website. Members holding shares in physical form may submit the same to BSPL or to the Company. Members holding shares in electronic form may submit the same to their respective depository participant.

6. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

7. As per SEBI (LODR) Regulation, 2015 clause 15(2)(a) related to applicability of corporate governance, your company does not fall under this regulation criteria.

8. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company’s website http://associatedgroup.com/NCL/index.html, websites of the Stock Exchanges i.e. BSE Limited at www. bseindia.com respectively and on the website of CDSL www.evotingindia.com

9. Members attending the AGM through VC / OAVM shallbe counted for the purpose of reckoning the quorum under Section 103 of the Act.

10. Since the AGM will be held through VC / OAVM, the Route Map is not annexed to the notice.

11. In compliance with the Provisions of Section 108 of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice. The instructions for e-voting are given below. Resolution(s) passed by Members through e-voting is/are deemed to have been passed as if they have been passed at the AGM.

12. The board of directors has appointed CS Arun Dash of M/s Arun Dash & Associates, Practicing Company Secretaries (Membership No. F9765) as the Scrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner.

13. Non-Resident Indian Members are requested to inform BSPL immediately of any change in their residential status on return to India for permanent settlement, particular of their bank account maintain in India with complete name, branch, account type, account no. & address of the bank with PIN Code no., if not furnished earlier.

14. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with Company in case the shares are held by them in physical form.

15. CDSL e-Voting System – For Remote e-voting and e-voting during AGM/EGM

16. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.

17. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements)

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NIRAV COMMERCIALS LTD

• Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

• The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

• The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

• Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

• In line with the Ministry of Corporate Affairs (MCA) Circular No. 20/2020 dated May 5, 2020, the Notice calling the AGM has been uploaded on the website of the Company at http://associatedgroup.com/NCL/index.html. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

• The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No.14/2020 dated April 8, 2020, MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020 (the MCA Circulars) and SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dtd.May 12, 2020 (the SEBI Circular).

THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

• (i) The voting period begins on < 18th December, 2020 @ 10.00 am> and ends on <20th December, 2020@ 5.00 pm>. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of <14th December, 2020> may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.

• (iii) The shareholders should log on to the e-voting website www.evotingindia.com.

• (iv) Click on “Shareholders” module.

• (v) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

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

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• OR

• Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

• (vi) Next enter the Image Verification as displayed and Click on Login.

• (vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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ANNUAL REPORT 2019-2020

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

	For Shareholders holding shares in 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 Company/Depository 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 of 0’s before the number afer the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy 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(v).

• (ix) After entering these details appropriately, click on “SUBMIT” tab.

• (x) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (xi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (xii) Click on the EVSN for the relevant on which you choose to vote.

• (xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xix) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders - please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

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NIRAV COMMERCIALS LTD

1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience. 3. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

2. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

3. Shareholders who would like to express their views /ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at nclinvestors@gmail.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance at least 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at nclinvestors@gmail.com. These queries will be replied to by the company suitably by email.

4. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

3. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

4. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

5. (xx) Note for Non – Individual Shareholders and Custodians

6. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www. evotingindia.com and register themselves in the “Corporates” module.

7. • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.

8. • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

9. • The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

10. 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.

11. Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; nclinvestors@gmail.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

12. If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

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ANNUAL REPORT 2019-2020

• All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 02223058542/43.

By order of the Board of Directors

Amey Borkar Company Secretary

Place: Mumbai Date: 13.11.2020

Additional information on directors recommended for appointment / reappointment as required under Regulation 36 of the Listing Regulations and applicable Secretarial Standards

under Regulation 36 of	the Listing Regulations and applicable Secret
Name of Director	Lalit Kumar Daga
Date of Birth	10.10.1942
Date of Appointment	10.07.1996
Expertise in specifc Functional area	Wide experience in Aluminium Industry
Qualifcation	Commerce Graduate
Shareholding in the Company	18,566
Relationship with other directors and Key	Related to Shri Raghav Daga (Son)
Managerial Personnel

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NIRAV COMMERCIALS LTD

DIRECTORS’ REPORT TO THE SHAREHOLDERS

Dear Shareholders,

The Board of Directors are pleased to present the 35th Annual Report of the Company for the financial year ended 31st March, 2020.

FINANCIAL RESULTS:

FINANCIAL RESULTS:
Total Revenue	2019-2020 501.98	` in Lakh 2018-2019 607.01
Profit Before Tax Less : Tax Expenses Profit Afer Tax / Retained earning	3.93 (0.24) 3.69	15.12 (0.21) 15.33

COVID-19

The outbreak of COVID-19 pandemic globally and in India is causing significant disturbance and slowdown of economic activity, forcing governments to enforce lock-downs, has had impact on the business of the Company. As of March 31, 2020, work from home was enabled to close to 95 percent of the employees of the Company to work remotely and securely.In the initial period of Lock-down, the essential services based manufacturing facilities were under operation, gradually the other manufacturing facilities were operated based on the state based permissions to operate with restricted manpower. The lock down of COVID-19 is continuing in FY 2020-21 and the Company is continuing its operations with lower demand & hope that demand for products will improve on stabilization of COVID-19.

COMPANY’S PERFORMANCE

During the year 2019-2020 total revenue of the Company is 501.98 Lakh as compared to 607.01 Lakh in previous year. The profit after tax is 3.69 Lakh as compared to 15.33 Lakh in the previous year. There is no material change in the nature of business of the Company.

DIVIDEND

Considering the financial position of the company, the Board of Directors have not recommend any dividend for this financial Year 2019-20.

TRANSFER TO RESERVE

Net profit for the year 3.69 Lakh (Previous Year 15.33 Lakh) is proposed to be retained in the Retained Earning.

SUBSIDIARY AND JOINT VENTURE COMPANIES

There is no subsidiary/joint venture company within the meaning of Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

• a. in the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020 and of the profit of the Company for the said period;

• c. the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• d. the Directors have prepared the Annual Accounts on a going concern basis.

• e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

• f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Appointments / Re-appointments

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Lalit Kumar Daga, Chairman/ Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for reappointment. Shri Lalit Kumar Daga is a Commerce Graduate from the University of Kolkata. He has vast experience of over 51 years in Aluminium Industries. He holds 18,566 equity shares in the Company & also hold directorship in another Listed Company viz. Hind Aluminium Industries Ltd.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 are Shri Lalit Kumar Daga, Chairman & Managing Director, Shri Girish Agarwal, Chief Financial Officer and Shri Amey Borkar, Company Secretary.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

MEETINGS OF THE BOARD

Total Five meetings of the Board of Directors were held during the financial year 2019-20.

~~8~~

ANNUAL REPORT 2019-2020

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 Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations’).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent director, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual director was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matter are as per provisions of Section 178(3) of the Act.

a Whistle-blower policy in accordance with provisions of the Act and Listing Regulations. The Vigil Mechanism and whistleblower policy is put on the Company’s website and can be accessed at: http://associatedgroup.com/NCL/index.html.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

Your Directors draw attention of the members to Note no. 31 to the Financial Statement which set out related party transactions.Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure -I in Form AOC-2 and the same forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on 31st March, 2020 in Form MGT - 9 in accordance with Section 92 (3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://associatedgroup.com/NCL/index.html and is set out in Annexure II to this Report.

AUDIT COMMITTEE

The Audit Committee comprises Directors namely Shri Navinchandra Shah (Chairman), Shri Raghav Daga and Mrs. Santosh Mundhra.

All the members of the Audit Committee are financially literate and have experience in financial management.

During the year all the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE

Committee is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Act.

INTERNAL FINANCIAL CONTROLS

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

RISK MANAGEMENT POLICY

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and

The Nomination & Remuneration Committee comprise of Shri Navinchandra Shah (Chairman), Shri Raghav Daga and Mrs. Santosh Mundhra.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations, read with Section 178 of the Act.

The Stakeholder Relationship Committee comprise of Shri Raghav Daga and Shri Lalit Kumar Daga.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditor:

M/s. Motilal & Associates, Chartered Accountants was appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 17,

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NIRAV COMMERCIALS LTD

1. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors’ Report for the financial year ended 31st March, 2020 on the financial statements of the Company is a part of this Annual Report.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2020.

Secretarial Auditor:

The Secretarial Audit Report relating to Secretarial Audit conducted by M/s Arun Dash & Associates for the financial year ended March 31, 2020 under the Companies Act, 2013 read with Rules made thereunder is set out in the Annexure III to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure IV of this report.

DISCLOSURE REQUIREMENTS

Disclosure requirements As per SEBI Listing Regulations, the Management Discussion and Analysis are attached, which form part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure V to this Report.

GENERAL

You will be happy to note that the manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001: 2015 certified unit.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013. –

As per Rule X of the Companies (Accounts) Rules as amended on 31.07.2018 that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013-There were no complaints during the year under review.

ACKNOWLEDGEMENT

The Board of Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Further, the Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).

MATERIAL ORDERS

There was no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company’s operations in future.

For and on behalf of the Board

Lalit Kumar Daga Chairman Place: Mumbai Date: 21.08.2020

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ANNUAL REPORT 2019-2020

Annexure-I

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and

Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

1. Details of contracts or arrangements or transactions not at	arm’s length basis:
a) Name(s) of the related party and nature of relationship	NOT APPLICABLE
b) Nature of Contracts/arrangements/transaction
c) Duration of contracts/arrangement/transaction
d) Sailent terms of the contracts or arrangements or transactions includingthe value, if any
e) Date(s) of approval by the Board, if any
f) Amount paid in advance if any

2. Details of material contracts or arrangement or transactions at arm’s length basis:

a) Name(s) of the related party and nature of relationship	NOT APPLICABLE
b) Nature of Contracts/arrangements/transaction
c) Duration of contracts/arrangement/transaction
d) Sailent terms of the contracts or arrangements or transactions includingthe value, if any
e) Date(s) of approval by the Board, if any
f) Amount paid in advance if any

For and on behalf of the Board

Lalit Kumar Daga Chairman

Place: Mumbai Date: 21st August, 2020

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NIRAV COMMERCIALS LTD

Annexure-II

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31.03.2020

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

i	CIN	CIN	CIN	L51900MH1985PLC036668	L51900MH1985PLC036668
ii	Registration Date			27/06/1985
iii	Name of the Company			Nirav Commercials Limited
iv	Category/Sub-categoryof the Company			Public Limited Company
v	Address of the Registered ofice and contact details			Plot No. W-50, MIDC Industrial Area, Taloja-410208, Dist. Raigad.
vi	Whether listed company			Yes
vii	Name , Address & contact details of the Registrar & Transfer Agent, if any.			Bigshare Services Pvt Ltd 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Apartment, Marol Maroshi Road Andheri (East) Mumbai-400 059
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
Sr. No.		Name and Description of main products/services	NIC Code of the Product /service		% to total turnover of the company
1		Aluminium Expanded Extruded Sheet	2732		53.19%
2		Aluminium Door Windows	25111		37.42%

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sr. No.	Name and Address of the Company	CIN/GLN	Holding/Subsidiary/ Associate	% of shares held	Applicable Section
1	NA	NA	NA	NA	NA

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ANNUAL REPORT 2019-2020

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as percentage of Total Equity) (i) CATEGORY-WISE SHARE HOLDING

Category of Shareholders	No. of Shares held at the beginning of the year(01/04/2019)	No. of Shares held at the beginning of the year(01/04/2019)	No. of Shares held at the beginning of the year(01/04/2019)	No. of Shares held at the beginning of the year(01/04/2019)	No. of Shares held at the end of the year (31/03/2020)	No. of Shares held at the end of the year (31/03/2020)	No. of Shares held at the end of the year (31/03/2020)	No. of Shares held at the end of the year (31/03/2020)	% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a) Individual/HUF	111206	0	111206	28.37	111206	0	111206	28.37	0.00
b) Central /State Government(S)	0	0	0	0	0	0	0	0	0.00
c) Bodies Corp.	92429	0	92429	23.58	92429	0	92429	23.58	0.00
d)Banks/FI	0	0	0	0	0	0	0	0	0.00
e) Any other	0	0	0	0	0	0	0	0	0.00
f) Trust	0	0	0	0	0	0	0	0	0.00
SUB TOTAL:(A) (1)	203635	0	203635	51.95	203635	0	203635	51.95	0.00
(2) Foreign
a) Individuals	0	0	0	0	0	0	0	0	0.00
b) Bodies Corporate	0	0	0	0	0	0	0	0	0.00
c) Institutions	0	0	0	0	0	0	0	0	0.00
d)Qualified Foreign Investor	0	0	0	0	0	0	0	0	0.00
e) Any other	0	0	0	0	0	0	0	0	0.00
SUB TOTAL (A) (2)	0	0	0	0	0	0	0	0	0.00
Total Shareholding of Promoter (A)=(A)(1)+(A)(2)	203635	0	203635	51.95	203635	0	203635	51.95	0.00
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds	0	0	0	0	0	0	0	0	0.00
b) Banks/FI	0	0	0	0	0	0	0	0	0.00
c) Central/State Govt.	0	0	0	0	0	0	0	0	0.00
d) Venture Capital Funds	0	0	0	0	0	0	0	0	0.00
e) Insurance Companies	0	0	0	0	0	0	0	0	0.00
f) FIIS	0	0	0	0	0	0	0	0	0.00
g) Foreign Venture Capital Investors	0	0	0	0	0	0	0	0	0.00
h) Any Others (specify)	0	0		0	0	0	0	0	0.00
SUB TOTAL (B)(1)	0	0	0	0	0	0	0	0	0.00
(2) Non–Institutions
a) Bodies Corp.	83751	72792	156543	39.93	83292	72792	156084	39.82	-0.12
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakh	30232	1337	31569	8.05	30716	1337	32053	8.18	0.12
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakh	0	0	0	0.00	0	0	0	0.00	0.00
c)Qualified Foreign Investor	0	0	0	0	0	0	0	0.00	0.00
d)Any Others(Specify)	0	0	0	0	0	0	0	0.00	0.00
i)Trust	0	0	0	0	0	0	0	0.00	0.00
ii)Clearing Member	103	0	103	0.03	78	0	78	0.02	-0.01
iii)Employee	0	0	0	0.00	0	0	0	0.00	0.00
iv)Non Resident Indian(NRI)	150	0	150	0.04	150	0	150	0.03	0.00
v)NBFC's registered with RBI	0	0	0	0.00	0	0	0	0.00	0.00
vi)Overseas Bodies Corporates	0	0	0	0.00	0	0	0	0.00	0.00
vii)Unclaimed Suspense Account	0	0	0	0.00	0	0	0	0.00	0.00
SUB TOTAL (B)(2)	114236	74129	188365	48.05	114236	74129	188365	48.05	0.00
Total Public Shareholding (B)=(B)(1)+(B)(2)	114236	74129	188365	48.05	114236	74129	188365	48.05	0.00
C. Shares held by Custodian and against which Depository Receipts have issued	0	0	0	0.00	0	0	0	0.00	0.00
Grand Total (A+B+C)	317871	74129	392000	100.00	317871	74129	392000	100.00	0.00

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NIRAV COMMERCIALS LTD

(ii) SHARE HOLDING OF PROMOTERS

Sr. No.	Shareholder's Name	Shareholding at the beginning of the year (01/04/2019)	Shareholding at the beginning of the year (01/04/2019)	Shareholding at the beginning of the year (01/04/2019)	Shareholding at the end of the year (31/03/2020)	Shareholding at the end of the year (31/03/2020)	Shareholding at the end of the year (31/03/2020)	Shareholding at the end of the year (31/03/2020)
		No. of Shares	% of total Shares of the company	% of shares pledged/ encumbered to total shares	No. of Shares	% of total shares of the company	% of shares pledged/ encumbered to total shares	% change in share holding during the year
1	Lalit Kumar Daga	18566	4.74	NA	18566	4.74	NA	0.00
2	Sheela Daga	19500	4.97	NA	19500	4.97	NA	0.00
3	Raghav Daga	16620	4.24	NA	16620	4.24	NA	0.00
4	Shailesh Daga	8960	2.29	NA	8960	2.29	NA	0.00
5	Rashmi Daga	5260	1.34	NA	5260	1.34	NA	0.00
6	Lalit Raghav Daga HUF	17500	4.46	NA	17500	4.46	NA	0.00
7	L K Daga & Sons HUF	17140	4.37	NA	17140	4.37	NA	0.00
8	Lalit Shailesh Daga HUF	7660	1.95	NA	7660	1.95	NA	0.00
9	Dynavent Airsystems Pvt. Ltd	32460	8.28	NA	32460	8.28	NA	0.00
10	Associated Aluminium Products Pvt. Ltd	27649	7.05	NA	27649	7.05	NA	0.00
11	Daga Rubber Works Pvt. Ltd	16060	4.10	NA	16060	4.10	NA	0.00
12	Associated Non-Ferrous Metals Pvt. Ltd	16060	4.10	NA	16060	4.10	NA	0.00
13	Shubhmangal Portfolio Pvt. Ltd	140	0.04	NA	140	0.04	NA	0.00
14	Daga Capital Management Pvt. Ltd	60	0.02	NA	60	0.02	NA	0.00
	Total	203635	51.95	NA	203635	51.95	NA	0.00

(iii) CHANGE IN PROMOTERS' SHAREHOLDING

Sr. No.	Particulars	Shareholding at the beginning of the Year 01/04/2019	Shareholding at the beginning of the Year 01/04/2019	Cumulative Shareholding at the end of the year 31/03/2020	Cumulative Shareholding at the end of the year 31/03/2020
		No. of Shares	% of total	No. of shares	% of total shares of the company
1	At the beginning of the year	203635	51.95	203635	51.95
2	Reason : Date wise increase / decrease in promoters’ share holding during the year specifying the reason for increase / decrease (e.g. transfer / allotment / bonus / sweat equity)	0	0	0	0
3	At the end of the year	203635	51.95	203635	51.95
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs):
Sr. No.	Shareholder's Name	Shareholding at the beginning of the Year 01/04/2019		Cumulative Shareholding at the end of the year 31/03/2020
		No.of shares	% of total shares of the company	No of shares	% of total shares of the company
1	Judicious Consultants Pvt. Ltd.	37540	9.58	37540	9.58
2	Ekta Exportronics Pvt. Ltd.	18599	4.74	18599	4.74
3	Janki Textiles & Inds. Ltd	16000	4.08	16000	4.08
4	Kadambini Udyog Limited	14800	3.78	14800	3.78
5	Kandoi Securities Pvt. Ltd.	12000	3.06	12000	3.06
6	Gemco Engineering Inds. Ltd.	10200	2.60	10200	2.60
7	Panchmukhi Properties Limited	9992	2.55	9992	2.55
8	Luv-Kush Projects Limited	9800	2.50	9800	2.50
9	Prachi Chemical & Inds. Ltd.	8800	2.24	8800	2.24
10	Arena Textiles & Inds. Ltd.	8000	2.04	8000	2.04

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ANNUAL REPORT 2019-2020

(v) Shareholding of Directors & Key Managerial Personnel

Sr. No.	Directors	Shareholding at the beginning of the Year 01/04/2019	Shareholding at the beginning of the Year 01/04/2019	increase / (decrease) during the year	Reason	Cumulative Shareholding at the end of the year 31/03/2020	Cumulative Shareholding at the end of the year 31/03/2020
		No. of shares	% of total shares of the company			No. of shares	% of total shares of the company
1	Lalit Kumar Daga	18566	4.74	0	Nil movement during the year	18566	4.74
2	Raghav Daga	16620	4.24	0	Nil movement during the year	16620	4.24

• V. INDEBTEDNESS INDEBTEDNESS (Amount in ` )

|V.
INDEBTEDNESS INDEBTEDNESS (Amount in)|V.<br>INDEBTEDNESS INDEBTEDNESS (Amount in)|V.
INDEBTEDNESS INDEBTEDNESS (Amount in)|V.<br>INDEBTEDNESS INDEBTEDNESS (Amount in)|V.
INDEBTEDNESS INDEBTEDNESS (Amount in`)|
|---|---|---|---|---|
|Indebtedness ofthe Companyincludinginterest outstanding/accrued butnot dueforpayment|||||
|Indebtness at the beginning of the
financial year (As on 01.04.2019)|Secured
Loans(excluding
deposits)|Unsecured Loans|Deposits|Total indebtedness|
|i) Principal Amount|-|-|-|-|
|ii) Interest due but not paid|-|-|-|-|
|iii) Interest accrued but not due|-|-|-|-|
|Total (i+ii+iii)|-|-|-|-|
|Change in Indebtedness during the
financial year|||||
|i)Addition|-|-|-|-|
|ii)Reduction|-|-|-|
-|
|Net Change|||-||
|Indebtedness at the end of the financial
year(As on31.03.2020)|||||
|i) Principal Amount|-|-|-|-|
|ii) Interest due but not paid|-|-|-|-|
|iii) Interest accrued but not due|-|-|-|-|
|Total(i+ii+iii)|-|-|-|-|

• VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

• A. Remuneration to Managing Director & Whole-time Directors;

A. Remuneration to Managing Director & Whole-time Directors;	A. Remuneration to Managing Director & Whole-time Directors;	A. Remuneration to Managing Director & Whole-time Directors;	A. Remuneration to Managing Director & Whole-time Directors;
(Amount in`)
Sr. No.	Particulars of Remuneration	Name of the MD/WTD/Manager	Total Amount
		Lalit Kumar Daga (Managing Director)
1	Gross salary	60,000	60,000
	(a) Salary as per provisions contained in section 17(1)of the Income Tax,1961		-
	(b) Value of perquisites u/s 17(2) of the Income Tax Act,1961	-	-
	(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act,1961	-	-
2	Stock option	-	-
3	Sweat Equity	-	-
4	Commission	-	-
	- as % ofprofit	-	-
	- others,specify…	-	-
5	Others, please specify-sittingfees	3,000	3,000
	Total(A)	63,000	63,000

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NIRAV COMMERCIALS LTD

B. Remuneration to other directors	B. Remuneration to other directors	B. Remuneration to other directors	B. Remuneration to other directors	B. Remuneration to other directors
1. Independent Directors :
Name of Director(s)	Fee for attending board/ committee meetings	Commission	Others, please specify	Total Amount in`
Shri Navinchandra Shah	5000	-	-	5000
Mrs Santosh Mundhra	5500	-	-	5500
Total(1)	10,500	-	-	10,500
2. Other Non Executive Directors:
Name of Director(s)	Fee for attending board/ committee meetings	Commission	Others, please specify	Total Amount in`
Shri Raghav Daga	5,000			5,000
Total (2)	5,000			5,000
Total (1+2)	15,500			15,500

• C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. No.	Particulars of Remuneration	Girish Agarwal (CFO)	Amey Borkar	Total Amount in`
1	Gross Salary	4,94,055/-	1,80,000/-	6,74,055/-
	(a) Salary as per provisions contained in section 17(1) of the Income Tax Act,1961	-	-	-
	(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961	-	-	-
	(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act,1961	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission	-	-	-
	- as % ofprofit	-	-	-
	- others,specify…	-	-	-
5	Others, please specify	-	-	-

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

There were no penalties or compounding of offences during the year ended 31st March 2020

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ANNUAL REPORT 2019-2020

ANNEXURE III FORM NO. MR- 3 SECRETARIAL AUDIT REPORT SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2020 [Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members Nirav Commercials Limited Plot No. W-50, MIDC Industrial Area, Taloja, Dist: Raigarh, Maharashtra- 410208.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Nirav Commercials Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2020 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2020 according to the provisions of:

• (i) The Companies Act, 2013 (the Act) and the rules made thereunder;

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):—

• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

• (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 Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the audit period)

• (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)

• (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period)

  • and

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period)

• vi) Other laws specifically applicable to the Company:

• The Factories Act, 1948

• The Employee’s Provident Funds and Miscellaneous Provisions Act, 1952

• The Maternity Benefit Act, 1961

• The Child Labour (Prohibition & Regulation) Act, 1986

• The Workmen’s Compensation Act, 1923

• The Environment Protection Act, 1986

We have also examined compliance with the applicable clauses of the following:

• (i) Secretarial Standards issued by the Institute of Company Secretaries of India.

• (ii) The Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

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NIRAV COMMERCIALS LTD

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We 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 provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were 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 at the meeting. All decisions at Board Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there was no specific events/ actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

For M/s Arun Dash & Associates Company Secretaries

CS. Arun Dash (Proprietor) M. No. F9765 C.P. No. 9309

Place: Mumbai Date: 21st August, 2020 UDIN No: F009765B000602522

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of the report

‘Annexure A’ To, The Members Nirav Commercials Limited Plot No. W-50, MIDC Industrial Area, Taloja, Dist: Raigarh, Maharashtra- 410208.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For M/s Arun Dash & Associates Company Secretaries

CS. Arun Dash (Proprietor) M. No. F9765 C.P. No. 9309

Place: Mumbai Date: 21st August, 2020

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ANNUAL REPORT 2019-2020

Annexure IV to Board’s Report

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) Rules, 2014

• A. Ratio of remuneration of each Director to the median remuneration of all the employees of the Company in the financial year 2019-20 are as follows:

Name of Director(s) Ratio of Remuneration of directors to the Median remuneration Shri Lalit Kumar Daga 0.19

Notes:

1. The aforesaid details are calculated on the basis of remuneration for the financial year 2019-20.

2. The remuneration of Directors includes sitting fees paid to them for the financial year 2019-20.

3. During the year sitting fee paid to Non-Executive & Independent Directors (as per same rate of previous year) of which details mentioned in MGT-9, which forms part of this Report.

4. B. Details of percentage increase in the remuneration of each Director, Chief Financial Officer and Company Secretary in the Financial year 2019-20 are as follows :

Name Increase/(Decrease) (%) - Shri Lalit Kumar Daga –Chairman & Managing Director Shri Girish Agarwal – Chief Financial Officer 0.02% Mr. Amey Borkar – Company Secretary -

Notes :

1. The remuneration to Director includes sitting fees paid to them.

2. C. The number of permanent employees on the roll of the Company: 19

3. D. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2019- 20 was 0.02 % whereas there is no percentage increase in the managerial remuneration for the same financial year.

• E. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.

• F. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;

Information regarding remuneration and particulars of other employees of the Company will be available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting of the company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, where upon a copy would be sent

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NIRAV COMMERCIALS LTD

ANNEXURE V

Information as per Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report for the year ended 31st March, 2020.

CONSERVATION OF ENERGY:

Energy conservation continues to be an area of focus for the company. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:

• a. improved monitoring of energy consumption through smart metering and integration with building management systems;

• b. setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;

• c. The Company is planning for Solar energy as an alternate source of energy.

• d. The Company has invested on energy conservation equipment.

TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company’s operations do not require significant import of technology.

RESEARCH AND DEVELOPMENT (R&D):

The Company is actively engaged in product up gradation, design, development and new product development.

Since the expenditure incurred on research and development activities were not substantial, no separate account for the same was being maintained.

FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Foreign Exchange Earnings & Outgo are provided in the Notes forming part of the Accounts.

Declaration on Code of Conduct

As required under Schedule V(D) to the SEBI (LODR) Regulations, 2015, it is hereby affirmed that all the Board Members and Senior Management personnel have complied with the Code of Conduct of the Company. It is also confirmed that the Code of Conduct has already been posted on the website of the Company.

For and on behalf of the Board

Lalit Kumar Daga Chairman/ Managing Director

Place: Mumbai Date: 21.08.2020

~~20~~

ANNUAL REPORT 2019-2020

Managements’ Discussion and Analysis For 2019-20

Industry sector and development

Your Company is engaged in manufacturing of Aluminium Grills, Doors & Windows and has two manufacturing units namely ‘Elesar Focchi’, one of them is situated at Daman (UT) & another at Taloja, Dist; Raigad (Maharashtra).

Opportunities

The global Aluminum Door and Window market size is expected to gain market growth in the forecast period of 2020 to 2025, with a CAGR of 2.8% in the forecast period of 2020 to 2025.

Once it begins, increased consumer spending on construction and renovation of commercial & residential buildings will drive the Indian aluminium doors, windows and grills market growth. Booming demand for energy efficient and impact resistant housing infrastructure will lead industry towards more innovative product materials. The Govt. of India initiatives across the country for smart cities’ development and “Housing for all by 2022” will support the Indian doors market penetration. It means demand of your Company’ products i.e. aluminium doors, windows and grills should be ongoing. Our analysis of proposed / on-going projects indicates that there would be a reasonable order inflow in this sector.

Major threats

The Company operates in a highly competitive environment, significant investments are planned by the Government of India, there has always been a lag in the planned investments and in the actual implementation and execution of those investments and that may impact performance of the Company.

Segment-wise performance.

Your Company is in single segment of manufacturing of Aluminium Doors & Windows and trying to increase its revenue.

Outlook

The government initiating investments in the real estate sector there seems to be a positive outlook for our products.

Risk and concern

The Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.As always, volatility in the price of aluminium will affect the performance of the Company.

Internal control system and their adequacy

Manufacturing unit of the Company namely Elesar Focchi, is an ISO 9001: 2015 certified unit. Your Company has a real time system of monitoring its targets as well as expenditure.

Performance

Your Company has constantly trying to increase its sales as well as profitability.

Development in human resource / industrial relations

The company places high importance on the development of its human resources. It imparts regular training to its employees to make them more focused to adapt to the constant change in the business environment. Industrial relation in the units was satisfactory.

Key Financial Ratios with details of significant changes

The company has identified the following as key financial ratios:

		2019-20	2018-19
1	Debtors Turnover Ratio	21.78	16.98
2	Inventory Turnover	73.75	53.06
3	Interest Coverage Ratio	17.83	5.04
4	Current Ratio	1258.56	984.04
5	Debt Equity Ratio	6.66	8.73
6	Operating Profit Margin (%)	0.89	2.62
7	Net Profit Margin	0.72	2.66
8	Change in Net Worth as compare to previous year	-0.39	0.88

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NIRAV COMMERCIALS LTD

INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF NIRAV COMMERCIALS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of NIRAV COMMERCIALS LIMITED (‘the Company’), which comprise the Balance Sheet as at 31st March, 2020, the Statement of Profit and Loss (including Other Comprehensive loss), the Statement of Cash Flows and the Statement of Changes in equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the ‘Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2020, and its profit (financial performance including other comprehensive loss), its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

1. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

EMPHASIS OF MATTER

1. The developments surrounding the Covid-19 pandemic have a profound impact on people's health and on our society, as well as on the operational and financial performance of organizations. The situation changes on a daily basis giving rise to inherent uncertainty.We draw attention to Note 37 of the financial statement regarding the uncertainties arising out of this pandemic and the assessment made by the Management on its financial condition, liquidity and operations for the year ended 31st March, 2020. Such an assessment and outcome of the pandemic, as made by the Management, is dependent on the circumstances as they evolve in the subsequent periods.

2. Further, we were not able to participate in the physical verification of inventory that was carried out by the management. Consequently for valuation of stock we have relied on the certificate issued by the Management of the Company.

3. During the year the company has granted loan to its group / related company Hind Aluminium Industries Ltd. of ` 8,81,68,698.65 out of redemption of Investments. However we have not received any documents confirming the above transaction.

Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

1. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

2. We have determined the matters described below to be the key audit matters to be communicated in our report.

We have	determined the matters described below to be the	key audit matters to be communicated in our report.
Sr. No.	KeyAudit matter	Auditor’s Response
1.	Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of Ind AS 115 “Revenue from Contracts with Customers” (new revenue accounting standard) The revenue standard establishes a comprehensive framework for determining whether, how much and when revenue is recognized. This involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of identified performance obligation, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, the standard mandates robust disclosures in respect of revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date.	PRINCIPAL AUDIT PROCEDURES Our audit procedures on adoption of Ind AS 115, Revenue from contracts with Customers (‘Ind AS 115’), which is the revenue accounting standard, include – • Evaluated the design and implementation of the processes and internal controls relating to implementation of the revenue accounting standard; • Evaluated the detailed analysis performed by management on revenue streams by selecting samples for the existing contracts with customers and considered revenue recognition policy in the current period in respect of those revenue streams; • Evaluated the changes made to IT systems to reflect the changes required in revenue recognition as per the accounting standard; and • Evaluated the appropriateness of the disclosures provided under the revenue standard and assessed the completeness and mathematical accuracyof the relevant disclosures.

~~22~~

ANNUAL REPORT 2019-2020

OTHER INFORMATION

1. The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor’s report thereon.

2. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement therein; we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations. However the Directors Report does not include the report on the Corporate Governance except this we have nothing to report in this regard.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

1. The Company’s Board of Directors is responsible for the matters stated in section 134 (5) of the Companies Act, 2013 (hereinafter referred to as “the Act”) with respect to the preparation of these financial statements that give a true and fair view of the state of affairs (financial position), profit & loss (financial performance including other comprehensive loss), cash flows and changes in equity of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

2. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

3. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

AUDITORS’ RESPONSIBILITY

1. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

2. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

3. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

4. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for explaining our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

5. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

6. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our Conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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NIRAV COMMERCIALS LTD

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

• We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

• From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraph 3 and 4 of the Order.

2. Further to our comments in Annexure A, as required by Section143(3) of the Act, we report that:

3. (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

4. (b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid financial statements have been kept so far as it appears from our examination of those books.

5. (c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive loss, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

6. (d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act, read with relevant rules issued thereunder;

7. (e) On the basis of the written representations received from the directors of the Company as on 31st March, 2020, taken on record by the Board of Directors,none of the directors is disqualified as on 31st March, 2020, from being appointed as a director in terms of Section 164 (2) of the Act.

8. (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 B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting;

9. (g) With respect to the other matters to be included in the Auditor’s 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, as detailed in Note No. 33 to the financial statements, has disclosed the impact of its pending litigation on its financial position;

   • (ii) 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 MOTILAL & ASSOCIATES Chartered Accountants (Firm Registration No.106584W)

CA. MUKESH P. MODY Partner Membership No 042975 UDIN:20042975AAAAAQ4251

Mumbai, 21st August, 2020

24

ANNUAL REPORT 2019-2020

ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure A referred to in our Independent Auditors’ Report to the members of the Company on the financial statements for the year ended on 31st March 2020. We report that:

• (1) In Respect of its fixed assets:

• (a) The company does not maintain fixed assets register showing full particulars including quantitative details and situation of fixed assets.

• (b) The company does not have defined plan for physically verification of fixed assets at reasonable intervals.

• (c) All the title deeds of immovable properties are held in the name of the company.

• (2) In respect of its inventories:

• (a) As explained to us the inventory has been physically verified by the management at reasonable intervals.

• (b) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

• (3) According to the information and explanation given to us, the company has granted unsecured loan to Companies, Firms or other parties covered in the register maintained under section 189 of the Companies Act. However, the relevant documents of loan granted, to its group company Hind Aluminium Industries Ltd of Rs. 8,81,68,698.65 is not available for our verification. To this extent this loan is prejudicial to the Company’s interest. Receipt of the Principle amount and interest is regular and there are no overdue amounts for more than 90 days.

• (4) In Our opinion and according to the information and explanations given to us during the course of the audit, the company has not entered in any transaction that attract the provisions of section 185 and 186 of the Companies Act, 2013.

• (5) According to the information and explanations given to us, the Company has not accepted any deposits from public during the year and hence reporting under paragraph 3 (v) of the Order is not applicable to the Company.

• (6) The maintenance of cost records has been specified by the Central Government under sub-section (1) of Section 148 of the Act.We have broadly reviewed the cost records maintained by the Company and are of opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

• (7) In respect of statutory dues:

• (a) Undisputed statutory dues including provident fund,employees’ state insurance, income-tax, sales tax, service tax, Goods and Services Tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

• (b) The dues outstanding in respect of Custom Duty on account of any dispute is as follows:

Name of the Statute	Nature of Dues	Amounts involved `	Assessment Year to which the amount relates	Forum where dispute is pending
The Customs Act,1962	Custom Duty	3,44,76,246	01/11/2004 to 30/04/2008	The Commissioner of Customs (Appeals).

• (8) According to the information and explanations given to us the Company has not availed any loans from either financial institution or banks during the year and hence reporting under paragraph 3 (viii) of the Order is not applicable to the Company.

• (9) According to the information and explanations given to us the Company has not raised any money by way of initial public offer (including debt instruments) or term loans during the year and hence reporting under paragraph 3 (ix) of the Order is not applicable to the Company.

• (10) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

• (11) As per the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the provisions of section 197 read with Schedule V to the Companies Act.

• (12) The Company is not a Nidhi Company and hence reporting under paragraph 3 (xii) of the Order is not applicable to the Company.

• (13) In our opinion and according to the information and explanations given to us all transactions with the related parties, except as mentioned

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NIRAV COMMERCIALS LTD

in emphasis of the matter section of our report, are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable, and the details have been disclosed in the Financial Statements etc., as required by the applicable Ind AS;

• (14) Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review, and hence reporting under paragraph 3 (xiv) of the Order is not applicable to the company.

• (15) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him. Thus the provisions of section 192 of Companies Act, 2013 are not applicable to the company;

• (16) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For MOTILAL & ASSOCIATES Chartered Accountants (Firm Registration No.106584W)

CA. MUKESH P. MODY Partner Membership No 042975 UDIN:20042975AAAAAQ4251

Mumbai, 21st August, 2020

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF NIRAV COMMERCIALS LIMITED

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. In conjunction with our audit of the financial statements of NIRAV COMMERCIALS LIMITED (the‘Company’) as of and for the year ended 31 March 2020, we have audited the internal financial controlsover financial reporting of the Companyas of that date.

Management’s Responsibility for Internal Financial Controls

1. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’Responsibility

1. Our responsibility is to express an opinion onthe Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance withthe Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and Guidance Note require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

2. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

3. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

1. 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 of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

2. a. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

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ANNUAL REPORT 2019-2020

• b. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

• c. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

1. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

1. In our opinion, to the best of our Information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For MOTILAL & ASSOCIATES Chartered Accountants (Firm Registration No.106584W)

CA. MUKESH P. MODY

Partner Membership No 042975 UDIN:20042975AAAAAQ4251

Mumbai, 21st August, 2020

27

NIRAV COMMERCIALS LTD

Balance Sheet As at 31st March, 2020

NIRAV COMMERCIALS LTD	NIRAV COMMERCIALS LTD	NIRAV COMMERCIALS LTD	NIRAV COMMERCIALS LTD
Balance Sheet As at 31st March, 2020
		(Amount in`)
	Note	As at March 31, 2020	As at March 31,2019
ASSETS:			36,77,439 3,54,94,364 - 1,66,300 5,40,782
Non-current assets :
a) Property, Plant and Equipment	2	38,11,521
b) Investments	3	3,49,39,479
c) Financial Assets :
i) Loans		-
ii) Other non-current Financial assets	4	1,67,100
d) Other non-current assets	5	8,61,330
Total non current assets :		3,97,79,430	3,98,78,885
Current Assets :			2,76,45,378 8,80,80,850 88,47,349 37,83,032 2,19,82,393 2,75,536
a) Inventories	6	2,74,48,153
b) Financial Assets
i) Investments	7	22,39,932
ii) Trade receivables	8	81,07,538
iii) Cash and cash equivalents	9	31,88,427
iv) Short-term loans and advances	10	10,52,82,583
c) Other current assets	11	1,20,505
Total current assets		14,63,87,138	15,06,14,538
TOTAL ASSETS		18,61,66,568	19,04,93,423
EQUITY AND LIABILITIES			39,20,000 17,13,34,200
Equity
(a) Equity share capital	12	39,20,000
(b) Other equity	13	17,06,57,695
Total equity		17,45,77,695	17,52,54,200
Liabilities			(66,471)
a) Deferred tax liabilities (net)	29	(42,414)
Total non current liabilities		(42,414)	(66,471)
Current liabilities			8,00,000 90,77,723 56,02,340 (1,74,369)
a) Financial liabilities
i) Deposits from dealers	14	8,00,000
ii) Trade and other payables	15	22,44,744
iii) Other financial liabilities	16	97,64,965
b) Current Tax liabilities (Net)	17	(11,78,422)
Total current liabilities		1,16,31,287	1,53,05,694
Total liabilities		1,15,88,873	1,52,39,223
TOTAL EQUITY AND LIABILITIES		18,61,66,568	19,04,93,423
Significant accounting policies	1
The accompanying notes form an integral part of financial statements As per our report attached For and on behalf of the Board of Directors For MOTILAL & ASSOCIATES LALIT KUMAR DAGA - CHAIRMAN Chartered Accountants (DIN-00089905) GIRISH AGARWAL CHIEF FINANCIAL OFFICER RAGHAV DAGA - DIRECTOR CA. MUKESH P. MODY (DIN-00084553) Partner AMEY BORKAR M.No.FCA 042975 COMPANY SECRETARY Mumbai, 21stAugust, 2020

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ANNUAL REPORT 2019-2020

Statement of Profit and Loss for the year ended 31st March, 2020

Statement of Profit and Loss for the year ended 31st March, 2020	Statement of Profit and Loss for the year ended 31st March, 2020	Statement of Profit and Loss for the year ended 31st March, 2020	Statement of Profit and Loss for the year ended 31st March, 2020
		(Amount in`)
	Note	For the year ended March 31, 2020	For the year ended March 31, 2019
Revenue I. Revenue from Operations (Net of excise duty / GST) II. Other income			5,20,99,141 86,02,124
	18	3,72,18,204
	19	1,29,79,802
III. Total Revenue		5,01,98,006	6,07,01,265
IV. Expenses Cost of materials consumed Purchases of Stock-in-Trade Changes in inventories of finished goods, Stock-in -Trade and work-in-progress Employee benefits expense Finance costs Depreciation Other expenses			2,98,92,749 14,49,958 20,14,637 95,65,235 1,08,380 5,24,820 1,56,32,987
	20	2,58,90,506
	21	63,087
	22	5,75,070
	23	95,87,939
	24	1,17,414
	2	4,77,872
	25	1,30,93,334
Total Expenses Less : Transfer to capital assets		4,98,05,222	5,91,88,766 -
		-
Net total expenses		4,98,05,222	5,91,88,766
V. Profit Before Exceptional Items and Tax		3,92,784	15,12,499
VI. Exceptional Items		-	-
VII. Profit Before Tax		3,92,784	15,12,499
VIII. Tax expense: 1. Current Tax 2. Deferred Tax 3. Taxes of earlier years			- (21,160) -
		-
		24,057
		-
		24,057	(21,160)
IX. Profit/(Loss) for the period from continuing operation		3,68,727	15,33,659
X. Other Comprehensive Income Items that will not be reclassified to profit or loss Remeasurement of Defined Benefit Plan Other Comprehensive Income (Net of Tax)			-
		(5,465)
		(5,465)
XI. Total Comprehensive Income for the year (IX+X)		3,63,262	15,33,659
XII. Earnings per equity share (Face value of`10 each)	30
Basic		0.94	3.91
Diluted		0.94	3.91
Significant Accounting Policies	1
The accompanying notes form an integral part of financial statements As per our report attached For and on behalf of the Board of Directors For MOTILAL & ASSOCIATES LALIT KUMAR DAGA - CHAIRMAN Chartered Accountants (DIN-00089905) GIRISH AGARWAL CHIEF FINANCIAL OFFICER RAGHAV DAGA - DIRECTOR CA. MUKESH P. MODY (DIN-00084553) Partner AMEY BORKAR M.No.FCA 042975 COMPANY SECRETARY Mumbai, 21stAugust, 2020

The accompanying notes form an integral part of financial statements

As per our report attached

For and on behalf of the Board of Directors

For MOTILAL & ASSOCIATES LALIT KUMAR DAGA - CHAIRMAN Chartered Accountants (DIN-00089905) GIRISH AGARWAL CHIEF FINANCIAL OFFICER RAGHAV DAGA - DIRECTOR CA. MUKESH P. MODY (DIN-00084553) Partner AMEY BORKAR M.No.FCA 042975 COMPANY SECRETARY Mumbai, 21[st] August, 2020

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NIRAV COMMERCIALS LTD

Statement of changes in Equity for the year ended 31st March, 2020

(Amount in ` )

					(Amount in`)
A. Equity share capital:
Particulars	Note		No. of shares		Amount
Issued, subscribed and fully paid up 3,92,000 Equity Shares of`10/- each fully paid up Balance as at 1 April 2018 Changes in equity share capital during the year Balance as at 31 March 2019 Changes in equity share capital during the year Balance as at 31 March 2020 B. Other Equity:	12 12 12		3,92,000 - 3,92,000 - 3,92,000		39,20,000 - 39,20,000 - 39,20,000
Particulars	Note	Capital Reserve	Retained Earnings		Total
Balance as at 1 April 2018 Profit for the year Other comprehensive income	13	4,00,00,000 - -	12,98,00,540 15,33,660 -		16,98,00,540 15,33,660 -
Total comprehensive income		4,00,00,000	13,13,34,200		17,13,34,200
Transactions with owners in their capacity as owners:		-	-		-
Balance as at 31st March 2019	13	4,00,00,000	13,13,34,200		17,13,34,200
Balance as at 1 April 2019 Profit for the year Other comprehensive income		4,00,00,000 - -	13,13,34,200 3,68,727 (5,465)		17,13,34,200 3,68,727 (5,465)
Total comprehensive income		4,00,00,000	13,16,97,462		17,16,97,462
Transactions with owners in their capacity as owners:		-	-		-
Balance as at 31st March 2020	13	4,00,00,000	13,16,97,462		17,16,97,462

As per our report attached

For and on behalf of the Board of Directors

For MOTILAL & ASSOCIATES LALIT KUMAR DAGA - CHAIRMAN Chartered Accountants (DIN-00089905) GIRISH AGARWAL CHIEF FINANCIAL OFFICER RAGHAV DAGA - DIRECTOR CA. MUKESH P. MODY (DIN-00084553) Partner AMEY BORKAR M.No.FCA 042975 COMPANY SECRETARY Mumbai, 21[st] August, 2020

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ANNUAL REPORT 2019-2020

Cash Flow statement for the year ended 31st March, 2019

Cash Flow statement for the year ended 31st March, 2019	Cash Flow statement for the year ended 31st March, 2019	Cash Flow statement for the year ended 31st March, 2019	Cash Flow statement for the year ended 31st March, 2019	Cash Flow statement for the year ended 31st March, 2019	Cash Flow statement for the year ended 31st March, 2019
					(Amount in`)
			31-03-2020		31-03-2019
	A) CASH FLOW FROM OPERATING ACTIVITIES			(4,98,020) (16,64,863) (48,30,653) 8,79,610 - (14,10,655)	15,12,499 (75,24,581)
	Net Profit Before Tax and Extraordinary Items		3,92,784
	Adjustments For :
	Depreciation	4,52,546
	Prior Period - Gratuity	(10,45,232)
	Interest (Net)	(95,42,782)
	Dividend Income	(9,89,528)
	Loss on Sale of Shares	4,55,398
	Profit on Sale of Residential Flats	(9,29,326)
	Sundry Credit Balance Written Back	(8,36,102)	(1,24,35,026)
				44,81,715 5,26,115 13,50,956
	Operating Profit Before Working Capital Changes		(1,20,42,242)		(60,12,082) 63,58,786
	Adjustments For :
	Trade and Other Receivables	(8,27,26,697)
	Inventories	1,97,225
	Trade Payables	(18,28,443)	(8,43,57,915)
				(10,54,167)
	Cash Generated From Operations		(9,64,00,157)		3,46,704 (10,54,167)
	Direct Taxes Paid (Net)	(10,09,858)
			(10,09,858)	10,51,017 (45,82,822) 48,30,653
	Cash Flow before Extraordinary Items		(9,74,10,015)		(7,07,463) (7,07,463)
	Net Cash from Operating Activities A		(9,74,10,015)
	B) CASH FLOW FROM INVESTING ACTIVITIES				12,98,848
	Sale/(Purchases) of Fixed Assets (Net)	3,42,698
	Sale/(Purchase) of Investments (Net)	8,59,40,405
	Dividend Income Net Cash used in Investing Activities B	9,89,528
			8,72,72,631	- 16,64,863
	C) CASH FLOW FROM FINANCING ACTIVITIES				16,64,863
	Proceeds of Long / Short Term Borrowings	-
	Interest (Net) Net Cash Used in Financing Activities C	95,42,782	95,42,782
	Net Increase / (Decrease) in Cash and Cash equivalents (A + B + C)		(5,94,602)		22,56,248 15,26,781 37,83,030
	Cash and Cash equivalents as at 1st April, 2019		37,83,030
	(Opening Balance)
	Cash and Cash equivalents as at 31St March, 2020		31,88,427
	(Closing Balance)

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NIRAV COMMERCIALS LTD

==> picture [511 x 694] intentionally omitted <==

----- Start of picture text -----

Cash Flow statement for the year ended 31st March, 2019
(Amount in ` )
Notes :
1 Statement of cash flows has been prepared under the indirect method as set out in the Indian Accounting Standard (Ind AS 7)
Statement of Cash Flows.
2 Cash and cash equivalents included in the Statement of cash flows comprise the following :
31-03-2020 31-03-2019
Cash and cash equivalents disclosed under current assets (Note 9) 31,88,427 37,83,030
Add/Less : Adjustments - -
Total cash and cash equivalents as per Balance Sheet 31,88,427 37,83,030
Add/Less : Adjustments - -
Total cash and cash equivalents as per Statement of Cash Flows 31,88,427 37,83,030
3 Previous year's figures have been regrouped/reclassified wherever applicable.
As per our report attached For and on behalf of the Board of Directors
For MOTILAL & ASSOCIATES LALIT KUMAR DAGA - CHAIRMAN
Chartered Accountants (DIN-00089905)
GIRISH AGARWAL
CHIEF FINANCIAL OFFICER RAGHAV DAGA - DIRECTOR
CA. MUKESH P. MODY (DIN-00084553)
Partner AMEY BORKAR
M.No.FCA 042975 COMPANY SECRETARY
Mumbai, 21 [st] August, 2020
----- End of picture text -----

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ANNUAL REPORT 2019-2020

Notes to the Financial Statements

Note:1. Significant Accounting Policies

• 1 Statement of Compliance

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the Ind AS') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 ('Act') read with the Companies (Indian Accounting Standards) Rules,2015 as amended and other relevant provisions of the Act.

The accounting policies are applied consistently to all the periods presented in the financial statements.

2 Basis of measurement

• All financial items of Income and Expenditure having a material bearing on the financial statement are recognised on accrual basis, except Income by way of dividend and Expense by way of leave encashment which is accounted on cash basis.

3 Presentation of financial statements :

The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the Schedule III of the Companies Act, 2013 ( the "Act"). The statement of cash flows has been prepared and presented as per the requirements of Ind AS 7 "Statement of Cash flows". The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes froming part of the financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

• 4 Sales :

• Sales excludes GST, Sales of scrap and is net of sales return.

• 5 Use of Estimates :

• The preparation of Financial Statements is in conformity with the IND AS which requires, the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as at the date of the financial statements and reported amounts of revenues and expenses for the year. Actual results could differ from these estimates.

Any revision to accounting estimates is recognised prospectively in current and future periods.

• 6 Property, plant and equipment and Depreciation :

• i) All Property, plant and equipment are valued at cost less depreciation.The cost is inclusive of incidental expenses related to acquisition and put to use. Pre-operative expenses including trial run expenses (net of revenue) are capitalised. Interest on borrowings and financing costs during the period of construction is added to cost of Property, plant and equipment.

• ii) Impairment loss, if any is recognised in the year in which impairment takes place.

• iii) Depreciation on Property, plant and equipment is provided on Written Down Value Method at the rate and in the manner specified in Schedule II of the Companies Act, 2013.

• iv) Depreciation on additions / disposals of the Property, plant and equipment during the year is provided on pro-rata basis according to the 'period during which assets are put to use.

7 Intangible Assets

• Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably.

8 Expenditure during the Construction Period :

• The expenditure incidental to the expansion / new projects are allocated to Property, plant and equipment in the year of commencement of the commercial production. Operating cycle for the business activities of the company covers the duration of the specific project/contract/product line/service

9 Operating cycle for current and non-current classification

• Operating cycle for the business activities of the company covers the duration of the specific project/contract/product line/ service including the defect liability period wherever applicable and extends up to the realisation of receivables (including retention monies) within the agreed credit period normally applicable to the respective lines of business.

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NIRAV COMMERCIALS LTD

Notes to the Financial Statements

10 Inventories :

Raw Materials, Stores & Spare Parts and Finished Goods are valued at lower of cost and net realisable value.

11 Cash and Cash Equivalents

Cash and cash equivalent in balance sheet comprise cash at banks, cash on hand and short term deposits with original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash at banks, cash on hand, short term deposits and Bank overdrafts.

12 Revenue Recognition :

a Sale of goods and services

The Company engaged in manufacturing of Aluminium Grills, Doors & Windows etc.

Effective April 1, 2018, the Company has adopted Ind AS 115, Revenue from Contracts with Customers using the cumulative effect (without practical expedients). There are no material impacts of transition to Ind AS 115 on retained earnings as on 1st April, 2018 and 31st March, 2019. The application of Ind AS establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 Revenue and Ind AS 11 Construction Contracts.

Revenue from sale of products is recognised when control of the products has transferred, being when the products are delivered to the customer Delivery occurs when the products have been shipped or delivered to the specific location as the case may be, the risks of loss has been transferred, and either the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied. Sale of products include related ancillary services, if any.

Revenue from rendering of services is recognized when the performance of agreed contractual task has been completed.

Dividend income is recognised when the unconditional right to receive the income is established.

b Lease Income / Expense

The Company is receiving the rent as per the agreement for lease executed with the respective lessee. The rent is fixed from the date of execution of lease agreements. The same is received/collected year after year. No renewal of agreements is executed. However the rent income continues to be received/collected at the original rate till date.

The Company is paying the rent as per the agreement for lease executed with the respective lessee. The rent is fixed from the date of execution of lease agreements. The payment for the same is made year after year. No renewal of agreements is executed. However the rent payment continues to be paid at the original rate till date.

13 Post-employment, long term and short term employee benefits

Defined contribution plans

Provident fund benefit is a defined contribution plan under which the Company pays fixed contributions into funds established under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. The Company has no legal or constructive obligations to pay further contributions after payment of the fixed contribution.

Defined benefit plans

The gratuity scheme is administered through the Life Insurance Corporation of India. Gratuity is a post-employment benefit defined under The Payment of Gratuity Act, 1972 and is in the nature of a defined benefit plan. The liability recognised in the financial statements in respect of gratuity is the present value of the defined benefit obligation at the reporting date, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit/obligation is calculated at or near the reporting date by an independent actuary using the projected unit credit method. Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited or charged to the OCI in the year in which such gains or losses are determined.

Other long-term employee benefits

Leave Liability :

The employees of the company are entitled to leave as per the leave policy of the company. The liability on account of accumulated leave as on last day of the accounting year is not recognised.

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ANNUAL REPORT 2019-2020

Notes to the Financial Statements

Short-term employee benefits

Expense in respect of other short term benefits is recognised on the basis of the amount paid or payable for the period during which services are rendered by the employee.

14 Transaction in Foreign Currency

Transaction in Foreign Currency are recorded at the rate of exchange in force on the respective date of such contracted rates.

Exchange difference on repayment/conversion/transaction are adjusted to

• i) Carrying cost of Property, plant and equipment, if foreign currency liability relates to fixed assets.

• ii) the Profit & Loss account in other cases.

• iii) Monetary assets and liabilities denominated in foreign currencies are translated into functional currency at the exchange rate at the reporting date.

iv) Non-monetary items that are measured based on historical cost in a foreign currency are not translated.

15 Provision for Bad & Doubtful Debts : No Provision is made in accounts for bad and doubtful debts / advances as in the opinion of the management they are not considered doubtful of recovery.

16 Deferred Tax :

• Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets arising from temporary timing differences are recognised to the extent there is reasonable certainty that the assets can be realised in future.

• 17 Excise Duty / GST :

Excise Duty / GST is accounted gross of Cenvat benefit availed on inputs, fixed assets and eligible services.

18 Investments :

Investments are stated at cost.

19 Accounting and reporting of information for Operating Segments

Operating segments are those components of the business whose operating results are regularly reviewed by the management of the company to make decisions for performance assessment and resource allocation. Segment accounting policies are in line with the accounting policies of the company. In addition, the following specific accounting policies have been followed for segment reporting:

• i) Segment revenue includes sales and other operational revenue directly identifiable with/allocable to the segment.

• ii) Expenses that are directly identifiable with/allocable to segments are considered for determining the segment result.

• iii) Income which relates to the company as a whole and not allocable to segments is included in “unallocable corporate income”.

• iv) Segment assets and liabilities include those directly identifiable with the respective segments.

20 Provisions, Contingent Liabilities and Contingent Assets :

Provisions:

• Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimates can be made of the amount of the obligation. The expense relating to a provision is presented in the Statement of Profit and Loss.

Contingent Liabilities:

Contingent liability is disclosed for (i) Possible obligations which will be confirmed only by the future events not wholly within thecontrol of the company or (ii) Present obligations arising from past events where it is not probable that an outflow of resourses will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

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NIRAV COMMERCIALS LTD

Notes to the Financial Statements

Contingent Assets:

Contingent assets are neither recognised nor disclosed in the financial statements.

21 Statement of Cash Flows

Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using indirect method, adjusting the net profit for the effects of:

• i) changes during the period in inventories and operating receivables and payables transactions of a non-cash nature;

• ii) non-cash items such as depreciation, provisions, deferred taxes, unrealised foreign currency gains and losses, and undistributed profits of associates; and

iii) all other items for which the cash effects are investing or financing cash flows.

22 Earnings per Share

Basic Earnings per share is calculated by dividing the net profit for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to the equity shareholders and the weighted average number of equity shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

• 23 The Ministry of Corporate Affairs ("MCA") has notified the amendements to Ind AS 116 "Leases" effective for annual periods beginning on or after April 1, 2019.

Ind AS 116 ‘Leases’ eliminates the classification of leases as either finance leases or operating leases. All leases are required to be reported on an entity’s balance sheet as assets and liabilities. Leases are capitalised by recognising the present value of the lease payments and showing them either as right of use of the leased assets or together with property, plant and equipment. If lease payments are made over a period of time financial liability representing the future obligation would be recognised.

As per Ind AS 116, the lessee needs to recognise depreciation on rights of use of assets and finance costs on lease liabilities in the statement of profit and loss. The lease payments made by the lessee under the lease arrangement will be adjusted against the lease liabilities. The Company has not adopted Ind AS 116 ''Lease" during the year 2019-20 and is still in the process of evaluating the impact of adoption of the same on its financial statements.

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ANNUAL REPORT 2019-2020

Notes to the Financial Statements

Note : 2- Property, plant and equipment

(Amount in ` )

		Gross Block	Gross Block			Depreciation	Depreciation		Net Block	Net Block
Nature of Fixed Assets	As at 01-04-19	Additions During the year	On Sales and / or adjustments during the year	As at 31-03-2020	Up to 31-03-2019	For the year	On Sales and / or adjustments during the year	Up to 31-03-2020	As at 31-03-2020	As at 31-03-2019
Tangible Assets : Leasehold Land Buildings Residential Flats Godown Plant & Equipment Furniture and Fixtures Vehicles Ofice Equipments Computer	2,27,202 35,69,458 9,62,822 8,34,427 64,45,415 3,54,745 36,90,000 1,24,830 1,78,587	- - - - 6,72,628 - - - -	- - 86,000 - - - - - -	2,27,202 35,69,458 8,76,822 8,34,427 71,18,043 3,54,745 36,90,000 1,24,830 1,78,587	- 13,16,389 6,53,063 7,34,392 58,14,246 3,27,436 36,04,928 97,580 1,62,013	- 2,14,042 13,785 9,503 1,84,155 7,069 26,568 12,282 10,468	- - 25,326 - - - - - -	- 15,30,431 6,41,522 7,43,895 59,98,401 3,34,505 36,31,496 1,09,862 1,72,481	2,27,202 20,39,027 2,35,300 90,532 11,19,642 20,240 58,504 14,968 6,106	2,27,202 22,53,069 3,09,759 1,00,035 6,31,169 27,309 85,072 27,250 16,574
Total	1,63,87,486	6,72,628	86,000	1,69,74,114	1,27,10,047	4,77,872	25,326	1,31,62,593	38,11,521	36,77,439
2018-19	1,74,38,503	20,695	10,71,712	1,63,87,486	1,32,08,067	5,24,820	10,22,840	1,27,10,047	36,77,439

Notes : [1] There are no impairment of fixed assets during the year under review. Therefore no seperate disclosure is required.

Note : 3 - Non Current Investments :

Note : 3 - Non Current Investments :
Long Term Investments :	Nos.	Face Value	March 31, 2020	March 31,2019
Other Investments : Investments in Equity Shares			3,49,39,479	3,54,94,363
			3,49,39,479	3,54,94,363
A Details of Other Investments : Investment in Equity Instruments : Quoted : In fully paid-up Equity Shares of : Duro Ply Industries Limited Grasim Industries Limited Hindalco Industries Limited Hind Aluminium Industries Limited IM+ Capitals Limited JSW Steel Limited Bliss GVS Pharma Limited Balmer Lawrie Limited Ultratech Cement Limited Aditya Birla Capital Limited Sundaram Finance Holdings Limited	500 3365 5275 248518 200 2180 582880 500 384 4711 195	10 2 1 10 10 1 1 1 10 10 5	1,831 1,62,624 6,74,777 13,94,667 2,000 11,276 1,58,06,880 500 5,12,543 2,27,674 22,269	1,831 1,62,624 6,74,777 13,94,667 2,000 11,276 1,58,06,880 500 5,12,543 2,27,674 22,269
Investment under Portfolio Management Scheme (Quoted) ASK Investment Managers Limited - ASK Emerging Opprtunities Portfolio			1,88,17,041 56,59,438	1,88,17,041 62,14,322
Unquoted : In fully paid-up equity shares of : Dynavent Air Systems Pvt. Ltd. Associated Non-Ferrous Metal (P) Ltd. Metro Cement & Mines Pvt. Ltd.	370 5000 100000	100 10 10	56,59,438 5,05,000 50,000 40,00,000	62,14,322 5,05,000 50,000 40,00,000

~~37~~

NIRAV COMMERCIALS LTD

Notes to the Financial Statements as at and for the year ended March 31, 2020

Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020
				18,40,000 18,40,000 16,38,000 16,38,000 24,30,000 24,30,000 (Amount in`)
Aqua Proof Well Plast Pvt. Ltd.	46000	10		18,40,000
Predict Investments & Fianance Consultants Pvt. Ltd.	46800	10		16,38,000
Gerard Veigas Finvest Pvt. Ltd.	81000	10		24,30,000
				1,04,63,000		1,04,63,000
Total [ Aggregate Book Value of Investments ]				3,49,39,479		3,54,94,363
B Aggregate amount of Quoted Investments and market value thereof :						2,50,31,363 15,24,57,073 1,04,63,000
Book Value				2,44,76,479
Market Value				7,64,17,244
Aggregate amount of Unquoted Investments
Book Value				1,04,63,000
			March 31, 2020		March 31, 2019
Note : 4- Other Non Current Financial Assets : [Unsecured, Considered Good] Security Deposits					1,66,300
			1,67,100
			1,67,100		1,66,300
Note : 5- Other Non current Assets : Balances with Government Authorities Total					5,40,782
			8,61,330
			8,61,330		5,40,782
Note : 6 - Inventories : ARaw Materials Work- in- process Finished Goods Stores and Spares Total					1,79,99,114 48,72,672 19,47,307 28,26,285
			1,84,68,723
			43,83,895
			18,61,014
			27,34,521
			2,74,48,153		2,76,45,378
BInventories is valued at lower of cost and net realisable value.
Note : 7 - Current Investments : a. Investments in Mutual Funds ICICI Prudential Flexible Income Plan No. of units Nil (31 March 2019 : 832683.556) ICICI Prudential Equity Arbitrage Fund - Growth No. of units 86948.142 (31 March 2019 : Nil) Total b. Market Value of Quoted Investments Book Value Market Value					8,80,80,850 -
			-
			22,39,932
			22,39,932		8,80,80,850
					8,80,80,850 8,80,80,850
			22,39,932
			22,52,983
Note : 8 - Trade Receivables Debts outstanding for a period exceeding six months : Considered good Considered Doubtful Other debts - Considered good Total*					60,39,932 - 28,07,417
			40,45,770
			16,01,083
			24,60,685
			81,07,538		88,47,349
Note : 9 - Cash and Cash Equivalents : Cash on Hand On current accounts FDR with Bank (maturity of less than 3 months) Total					7,44,540 30,32,492 6,000
			1,83,415
			29,99,012
			6,000
			31,88,427		37,83,032

~~38~~

ANNUAL REPORT 2019-2020

Notes to the Financial Statements as at and for the year ended March 31, 2020

		(Amount in`)
	March 31, 2020	March 31, 2019
Note : 10 - Short Term Loans and Advances : Unsecured, Considered Good, Unless Otherwise Stated Loans and advances to related parties Hind Aluminium Industries Ltd Others : Advances recoverable in cash or in kind or for value to be received : Considered good	8,22,51,244 2,30,31,339	11,72,706 2,08,09,687
Total	10,52,82,583	2,19,82,393
Loans and advances to related parties Hind Aluminium Industries Ltd	Maximum amount due at any time during the year 8,63,32,106 39,50,000
Note : 11 - Other Current Assets : Prepayments and others Others	15,340 1,05,165	1,31,991 1,43,544
Total	1,20,505	2,75,535
Note :-Others includes Advance to Suppliers
Note : 12 - Equity Share Capital : a. Authorised : 20,00,000 [ as at 31-03-19 : 20,00,000 ] Equity Shares of`10/- each	2,00,00,000	2,00,00,000
	2,00,00,000	2,00,00,000
b. Issued : 3,92,000 [ as at 31-03-19 : 3,92,000 ] Equity Shares of`10/- each	39,20,000	39,20,000
	39,20,000	39,20,000
c. Subscribed and Fully Paid-up Equity Shares : 3,92,000 [ as at 31-03-19 : 3,92,000 ] Equity Shares of`10/- each	39,20,000	39,20,000
	39,20,000	39,20,000

Notes :

A. Reconciliation of the number of Shares outstanding at the beginning and end of the year:

|Particulars:|March 31, 2020
No. of
Shares
|March 31, 2019<br>No. of<br>Shares<br>|
|---|---|---|
|Outstanding at the beginning of the year
Issued during the year
Outstanding at the end end of the year|3,92,000
39,20,000
-
-
3,92,000
39,20,000|3,92,000
39,20,000
-
-
3,92,000
39,20,000|

B. Terms / rights attached to equity shares

i The Company has one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.

ii In the event of the liquidation of the Company, the equity share holders will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.

~~39~~

NIRAV COMMERCIALS LTD

Notes to the Financial Statements as at and for the year ended March 31, 2020

(Amount in ` )

C. Details of Shareholders holding more than 5% shares in the company :

		31-03-2020	31-03-2020		01-04-2019	01-04-2019
Name of Share Holder	No. of Shares		%	of Holding	No. of Shares	% of Holding
Associated Aluminium Products Pvt. Ltd. Dynavent Air Systems Pvt. Ltd. Judicious Consultants Pvt. Ltd.	27649 32460 37540			7.05 8.28 9.58	27649 32460 37540	7.05 8.28 9.58

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares

	31-03-2020	31-03-2019
Note : 13 - Other Equity Capital Reserve : Balance as per last Balance Sheet	4,00,00,000	4,00,00,000
Surplus / (Deficit) in the Statement of Profit & Loss Account : Balance as per last Balance Sheet Add : Profit for the year Less : Prior Period - Gratuity Add : Adjustment relating to tax	13,13,34,200 3,68,727 10,47,790 2,558	12,98,00,540 15,33,660 - -
Balance as at year end	13,06,57,695	13,13,34,200
Total	17,06,57,695	17,13,34,200

General Reserve can be used for :

• a Issue of Bonus Shares

• b Set off of Losses of the Company, if any,

c General Reserve forms part of the retained earnings and is permitted to be distributed to shareholders as part of dividend.

	31-03-2020	31-03-2019
Note : 14 - Current financial liabilities : Deposits from dealers	8,00,000	8,00,000
Total	8,00,000	8,00,000
Note :15 - Trade and other Payables : Due to micro and small enterprises Due to other than micro and small enterprises	- 22,44,744	- 90,77,723
Total	22,44,744	90,77,723

A As informed by the Management of the company Form MSME -1 is not being filed with ROC as no payment is outstanding for more than 45 days to Micro or small Enterprises supplier as at the close of the year. However no detailed list of Micro, Small and Medium Enterprises were available for our verification. On verification it was found that the Sundry Creditors remaining outstanding for more than 45 days in respect of the following Divisions of the Company:

Daman Division- Sundry Creditors for Expenses Rs. 3,97,094.

Daman Division- Sundry Creditors for Goods Rs. 1,88,454.

Taloja Division- Sundry Creditors for Expenses Rs. 32,934.

~~40~~

ANNUAL REPORT 2019-2020

Notes to the Financial Statements as at and for the year ended March 31, 2020

		(Amount in`)
Note : 16 - Other Financial Liabilities : Other Payables Interest payable on Security Deposit Advances from Customers Statutory dues towards Government Security Deposit Advances towards Sale of godown	20,35,715 4,79,339 24,97,771 26,77,340 1,74,800 19,00,000	18,55,296 4,89,339 19,72,700 11,10,205 1,74,800 -
Total	97,64,965	56,02,340

Note:-

Other payables includes creditors for expenses and advance from customers.

There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund as on 31st March 2020.

Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020
	(Amount in`)
Note : 16 - Other Financial Liabilities : Other Payables Interest payable on Security Deposit Advances from Customers Statutory dues towards Government Security Deposit Advances towards Sale of godown Total		18,55,296 4,89,339 19,72,700 11,10,205 1,74,800 -
	20,35,715
	4,79,339
	24,97,771
	26,77,340
	1,74,800
	19,00,000
	97,64,965	56,02,340
Note:- Other payables includes creditors for expenses and advance from customers. There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund as on 31st March 2020.
Note : 17 - Current Tax Liabilities (Net) Advance payment of Tax less provisions		(1,74,369)
	(11,78,422)
	March 31, 2020	March 31, 2019
Note : 18 - Revenue from Operations (Gross): Sale of Products - Local Sale of Products - Exports Sale of Services Total Details of Itemwise Sales of Products are as under : a Aluminium Expanded Extruded Sheets / Grills b Doors / Windows / Alu. Curtain Wall c Aluminium Railing d Scrap e Glass Powder (Sales) f Glass Powder - Import (Sales) Total Details of Itemwise Sales of Products - Exports are as under : a Export 54 Bobbin Rigid Stranding Machine b Export of 13 Die Rod Break Down c Export of Bobbin Skip Stranding d Export of Skip Strander e Export of Diesel Forklif Truck : 6 MT f Export of Aluminium Wire Rod g Export of Rewinding Line h Export of PCC Panel i Export of Electric Hoist : 500 Kgs. j Export of Rewinding Machine k Insertable Bag Filter with Fan & Accessories l L V Switchgears m Motor Exciter, Mounting Spring n Bearings o Export of Grease p Others q Duty Drawback Total		4,57,18,765 18,38,028 45,42,348
	3,04,17,507
	49,796
	67,50,901
	3,72,18,204	5,20,99,141
		2,65,25,265 1,63,84,151 1,561 17,51,200 82,012 9,74,576
	1,52,40,982
	1,10,47,785
	35,429
	23,22,835
	-
	17,70,476
	3,04,17,507	4,57,18,765
		3,77,477 58,851 2,46,147 1,16,661 2,10,629 1,35,903 1,81,868 96,056 59,962 45,742 5,679 50,604 98,353 - - 1,28,432 25,664
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	12,521
	7,455
	-
	17,466
	12,354
	-
	-
	49,796	18,38,028

~~41~~

NIRAV COMMERCIALS LTD

Notes to the Financial Statements as at and for the year ended March 31, 2020

Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020
	(Amount in`)
	March 31, 2020	March 31, 2019
Note : 19 - Other Income : Interest Income [Gross] : From Long Term Investments Dividend Income [ Gross ] : From Long Term Investments Sundry Balances Written Back Profit / (Loss) on Sale of Residential Flats Net Gain on Assets Rent Income Total		16,64,863
	95,42,782
	95,42,782	16,64,863 48,30,653 14,10,655 - 79 6,95,874
	9,89,528
	8,36,102
	9,29,326
	22,064
	6,60,000
	1,29,79,802	86,02,124
Note : 20 - Cost of Materials Consumed : Raw Materials : Inventory at the beginning of the year Add : Purchases Less : Sales Less : Inventory at the end of the year Total A Details of Purchase of Raw Material [RM] is as under : A Profiles other than Hollow a Profiles other than Hollow Indigeneous b Hollow Profiles Indigeneous c Pipes and Tubes Indigeneous d GBar Rods Indigeneous e Glass Indigeneous f Aluminium Ingot Indigeneous g Film (Transfer Paper) Imported Indigeneous h Powder Imported / Indigeneous i Labour charges Indigeneous j Powder coating Charges Indigeneous		1,59,30,804 3,19,61,059
	1,79,99,114
	2,63,60,115
	4,43,59,229	4,78,91,863 -
	-
	4,43,59,229	4,78,91,863 1,79,99,114
	1,84,68,723
	2,58,90,506	2,98,92,749
		2,14,86,205 30,70,964 53,511 - 21,45,621 - 20,92,945 - 15,31,184 51,422 2,74,536 12,54,671
	1,60,31,075
	19,86,179
	62,881
	85,466
	22,94,294
	12,30,460
	20,13,322
	88,841
	13,73,170
	18,000
	2,87,252
	8,89,176
Note : 21 - Purchase of Stock in Trade : Purchase of Steel, Bolts, Nuts, Washer & others Total a Purchase of 54 Bobbin Rigid Stranding Machine b Purchase of 13 Die Rod Break Down c Purchase of Bobbin Skip Stranding d Purchase of Skip Strander e Purchase of Diesel Forklif Truck : 6 MT f Purchase of Aluminium Wire Rod		14,49,958
	63,087
	63,087	14,49,958
	-	3,00,915 41,781 2,39,173 1,26,383 1,26,696 95,148
	-
	-
	-
	-
	-

~~42~~

ANNUAL REPORT 2019-2020

Notes to the Financial Statements as at and for the year ended March 31, 2020

ANNUAL REPORT 2019-2020	ANNUAL REPORT 2019-2020	ANNUAL REPORT 2019-2020
Notes to the Financial Statements as at and for the year ended March 31, 2020
	(Amount in`)
	March 31, 2020	March 31, 2019
g Purchase of Rewinding Line h Purchase of PCC Panel i Purchase of Rewinding Machine j Purchase of Motor [110 Kw & 160 Kw] k Motor Exciter, Mounting Spring l Bearings m Purchase of PCD Die n Purchase of Plastic Bin o Others	-	96,250 80,750 33,660 4,381 - - 32,900 75,150 1,96,770
	-
	-
	9,617
	9,450
	13,500
	5,702
	-
	24,818
Note : 22 - Changes in Inventories : Inventory at commencement Work-in-process Finished Goods Inventory at close : Work-in-process Finished Goods Total A. Details of Semi Finished Goods is as under : a Profiles other than Hollow b Hollow Profiles c Glass B Details of Finished Goods is as under : a Profiles other than Hollow		63,78,725 24,55,891
	48,72,672
	19,47,307
	68,19,979	88,34,616
		48,72,672 19,47,307
	43,83,895
	18,61,014
	62,44,909	68,19,979
	5,75,070	20,14,637
		19,20,492 44,58,233 - 24,55,891
	25,46,513
	22,56,307
	69,852
	19,47,307
Note : 23 - Employee Benefit Expense : Salaries, Wages and Bonus Company's Contribution to Provident & Other funds Staf Welfare Expenses Total		87,44,128 5,84,020 2,37,087
	89,24,528
	4,73,196
	1,90,215
	95,87,939	95,65,235
Note : 24 - Finance Cost : Interest - Security Deposit Bank Commission & Charges Interest - Others Total		77,500 28,051 2,829
	80,000
	37,383
	31
	1,17,414	1,08,380

~~43~~

NIRAV COMMERCIALS LTD

Notes to the Financial Statements as at and for the year ended March 31, 2020

Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020
			(Amount in`)
			March 31, 2020		March 31, 2019
Note : 25 - Other Expenses : Consumption of Stores and spares parts Consumption of Packing Materials Power & Fuel Rent Repairs and Maintenance: Factory Buildings Plant and Machinery Others Insurance Transport Loading & Unloading Watch & Ward Audit Fees Rates and Taxes Anodising Charges Fabrication Charges Traveling & Conveyance Expenses Legal and Professional Fees Printing & Stationery Telephone & Postage Vehicle Maintenance Marketing, Selling & Distribution Expenses : Advertisement Expenses Freight and Forwarding on Sales (Net) Other marketing expenses Sundry Balances written of Directors Remuneration Portfolio Management Fees Loss on Sale of Shares Directors Sitting fees Listing Fees Miscellaneous Expenses Total					20,33,273 4,15,409 7,97,581 3,60,000 13,593 49,057 2,93,601 86,189 9,70,207 8,43,073 25,000 17,715 16,96,346 13,18,105 17,84,799 2,45,020 1,11,816 2,11,903 1,70,884 5,50,196 3,95,763 6,35,176 6,32,356 60,000 2,02,975 8,79,610 28,000 2,50,000 5,55,340
			14,38,329
			4,50,886
			10,99,664
			3,60,000
			-
			55,029
			3,45,176
			1,08,184
			11,53,757
			9,11,222
			1,45,000
			23,180
			8,85,834
			6,60,592
			21,66,444
			2,92,300
			95,737
			1,88,733
			2,05,648
			1,48,618
			5,81,751
			1,26,427
			1,62,110
			60,000
			1,45,487
			4,55,398
			18,500
			3,00,000
			5,09,328
			1,30,93,334		1,56,32,987
Note: 26 - Details of imported and indigenous raw materials, components and spareparts consumed during the financialyear	March, 31 2020			March,31 2019
Raw Materials	Value|% of total<br>Consumption||Value		% of total Consumption
Imported Indigenous	33,86,491	12.85%		36,24,129 2,83,36,930		11.34% 88.66%
	2,29,73,624	87.15%
			March 31, 2020		March 31,2019
Note : 27 - Value of Imports calculated on CIF basis : Film (Transfer Paper) Powder					20,92,945 15,31,184
			20,13,322
			13,73,170

~~44~~

ANNUAL REPORT 2019-2020

Notes to the Financial Statements as at and for the year ended March 31, 2020

					(Amount in`)
			March 31, 2020		March 31,2019
Note : 28 - Earnings in Foreign Currency : Export - Sales			21,192		44,18,867
Note : 29 - Deferred Tax : A The Net Deferred Tax Liability of24,057/-) [ Previous Year :(21,160/-)] for the year has been provided in the Profit and Loss Account. B Break up of Deferred Tax Liabilities and Assets into major components of the respective balances are as under :
	As at March 31,2019		Charge for the year to Profit & Loss Account		As at March 31, 2020
Deferred Tax Liabilities : Depreciation	(66,471)		24,057		(42,414)
Total Deferred Tax Assets :	(66,471) -		24,057 -		(42,414) -
Total	-		-		-
Net Deferred Tax Liability	(66,471)		24,057		(42,414)
	As at 1 April,2018		Profit & Loss Account		As at March 31,2019
Previous year Deferred Tax Liabilities : Depreciation Others	(45,311) -		(21,160) -		(66,471) -
Total Deferred Tax Assets :	(45,311) -		(21,160) -		(66,471)
Total	-		-		-
Net Deferred Tax Liability	(45,311)		(21,160)		(66,471)

Note : 30 - Calculation of Earnings per Equity Share [ EPS ] :

Note : 30 - Calculation of Earnings per Equity Share [ EPS ] :
The numerators and denominators used to calculate the basic and diluted EPS are		Reporting year ended
as follows :		March 31, 2020	March 31, 2019
a Profit afer tax attributable to Shareholders b Basic and weighted average number of Equity shares outstanding during the year c Nominal value of equity share d Basic EPS e Diluted EPS	<br>Nos.<br> <br>	3,68,727 3,92,000 10 0.94 0.94	15,33,659 3,92,000 10 3.91 3.91

Note :31 - Related Party Transactions :

• A Name of the Related Party and Nature of the Related Party Relationship : Associates & Subsidiary Companies/concerns :

• a) Associates

  • Associated Aluminium Industries Pvt. Ltd.

  • Associated Non-Ferrous Metals Pvt. Ltd.

  • Daga Capital Management Pvt. Ltd.

  • Dynavent Air-Systems Pvt. Ltd. Hind Aluminium Industries Ltd. Hind Aluminium Industries (Kenya) Ltd.

  • Shree Nursingh Holding Pvt. Ltd.

~~45~~

NIRAV COMMERCIALS LTD

Notes to the Financial Statements as at and for the year ended March 31, 2020

==> picture [510 x 431] intentionally omitted <==

----- Start of picture text -----

(Amount in )<br>Shubhmangal Portfolio Pvt. Ltd.<br>Satyam Prima Capital (P) Ltd.<br>Hind Power Products Pvt. Ltd.<br>Babydoll Wizkid Communications Pvt. Ltd.<br>Urvi Estates Pvt. Ltd.<br>Dnyaneshwar Hybreed Seeds Co. Pvt. Ltd.<br>Vinit Impex Pvt. Ltd.<br>b) Directors and their relatives :<br>Shri. Lalit Kumar Daga Chairman<br>Shri. Raghav Daga Director<br>(Amount in )
Reporting year ended
March 31, 2020 March 31, 2019
B Details relating to persons referred to in item 31- A [b ] above :
1 Remuneration :
Shri. Lalit Kumar Daga Chairman & Managing Director 60,000 60,000
C Details of payment made to other directors :
1 Sitting Fees
CA Sudhir Goel Director - 4,500
Shri Navinchandra Shah Independent Director 5,000 5,500
Mrs. Santosh Mundra Independent Director 5,500 2,500
Shri Narayan Das Mundra Independent Director - 4,500
Mrs. Renu Somani Independent Director - 1,000
2 Reimbursement of Conveyance Expenses
Shri Navinchandra Shah 8,000 10,000
Mrs. Santosh Mundra 44,500 18,300
----- End of picture text -----

D Statement pursuant to Section 129 (3) of the Companies Act,2013 related to Subsidiaries and Associate Companies:

||||||||||||(**in Lakhs)**|**(**in Lakhs)|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|Sr.
No.|Name of Subsidiaries/ Associates|Latest
audited
Balance
Sheet Date|No. of
Shares|Amount of
Investment
in
Associates &
subsidiaries|Purchases|Rent|Loan
Given|Loan
Repaid|Sales|Interest
Paid|Loan /
Advance
against
Capital
Assets
Given|Interest
Received|
|1
2
3
4
5|Hind Aluminium Industries Ltd.
Associated Non-Ferrous Metals
Pvt Ltd
Dynavent Airsystems Pvt Ltd
Daga Capital Management Pvt. Ltd.
Hind Aluminium Industries (Kenya)
Ltd.|31.03.2020
31.03.2019
31.03.2019
31.03.2019
31.03.2020|248518
5000
370
-
-|13.95
0.50
5.05
-
-|-
-
-
-
-|2.40
-
1.20
-
-|965.69
-
-
-
-|197.70
-
-
-|0.50|-|207.94|77.66
17.77|

Note : No copy of ledger account in the case of Hind Aluminium Industries (Kenya) was available for our our verification.

~~46~~

ANNUAL REPORT 2019-2020

Notes to the Financial Statements as at and for the year ended March 31, 2020

(Amount in ` )

Note : 32 - Segment Information : Primary Segment Reporting (by business segment)
REVENUE	Manufacturing 31.03.2019 31.03.2018		Unallocable 31.03.2019 31.03.2018		Total 31.03.2019 31.03.2018
External Sales	372.18	520.99	-	-	372.18	520.99
Total Revenue	372.18	520.99	-	-	372.18	520.99
RESULTS Operating Profit /(Loss) Interest Income Provision for Taxation Prior Year Tax adjustments Deferred tax	- (98.55) (0.80) - -	(40.04) (0.80) - -	7.85 95.43 - - 0.24	39.31 16.65 - - (0.21)	(90.70) 94.63 - - 0.24	(0.73) 15.85 - - (0.21)
Net Profit	(99.35)	(40.84)	103.04	56.17	3.69	15.33
OTHER INFORMATIONS Segment Assets	411.33	416.19	1,450.34	1,488.74	1,861.67	1,904.93
Total Assets					1,861.67	1,904.93
Segment Liabilities	93.22	118.02	34.88	36.78	128.10	154.80
Total Liabilities					128.10	154.80
CAPITAL EXPENDITURE Depreciation Non-cash expenses other than depreciation	6.73 2.41 -	0.21 2.60 -	- 2.37 -	- 2.65 -	6.73 4.78 -	0.21 5.25 -

Note : 33 - Contingent Liabilities and commitment to the extent not provided for :

The Company records a liability for any claims where a potential loss is probable and capable of being estimated and discloses such matters in its financial statements, if material. For potential losses that are considered possible, but not probable, the Company provides disclosure in the financial statements but does not record a liability in its accounts unless the loss becomes probable.

statements but does not record a liability in its accounts unless the loss becomes probable.
	March 31, 2020	March 31, 2019
i) Contingent Liabilities : a Other money for which the company is contingent liable: Disputed Custom Duty Liability b Undisputed VAT Liability- Daman Division On account of Non-receipt of C Forms. c Undisputed Professional Tax Liability- Daman Division Disputed Custom Duty Liability	3,44,76,246 84,535 1,19,175	3,44,76,246 84,535 92,475
The liability mentioned at b & c is being provided in accounts by the Company however the same remains unpaid therefore the contingent liability as to Interest and subsequent penalty is unascertainable.
Note : 34 - Auditors' Remuneration : a For Statutory Audit	85,000	85,000
	85,000	85,000

Note : 35 - Employee Benefits

As per Ind AS 19 'Employee Benefits', the liability recognised in the financial statements in respect of gratuity is the present value of the defined benefit obligation at the reporting date, together with adjustments for unrecognised actuarial gains or losses and past service costs. The Company, in contravention to Ind AS 19, has not carried out actuarial valuation till the year ended 31.3.2019. Thereafter, Actuarial valuation as per Ind AS 19 is carried out for the year ended 31.3.2020.

Particulars	As at	31 st March, 2020
Annexure 1: Funded Status of the Plan
Present value of funded obligations		26,65,304
Fair value ofplan assets		(16,70,189)
Net Liability / (Asset)		9,95,115

~~47~~

NIRAV COMMERCIALS LTD

Notes to the Financial Statements as at and for the year ended March 31, 2020

Notes to the Financial Statements as at and for the year ended March 31, 2020	Notes to the Financial Statements as at and for the year ended March 31, 2020
(Amount in`)
Particulars	As at 31 st March, 2020
Annexure 2: Profit & Loss account for the period Service cost : Current Service cost Past Service cost and loss/(gain) on curtailments and settlement Net Interest cost
	1,40,589
	-
	68,082
Total included in "Emplyee Benefit Expenses"	2,08,671
Other Comprehensive Income for the current period Components of actuarial gain/losses on obligations: Due to Change in financial assumptions Due to change in demographic assumption Due to experience adjustments Return onplan assets excludingamounts included in interest income
	1,71,809
	-
	(2,05,832)
	39,488
Amounts recognized in Other Comprehensive(Income) / Expense	5,465
Annexure 3: Reconciliation of defined benefit obligation Opening Defined Benefit Obligation Transfer in/(out) obligation Current Service cost Interest cost Components of actuarial gain/losses on obligations: Due to Change in financial assumptions Due to change in demographic assumption Due to experience adjustments Past service cost Loss (gain) on curtailments Liabilities extinguished on settlements Exchange diferences on foreign plans Benefitspaid
	30,24,299
	-
	1,40,589
	2,20,977
	1,71,809
	-
	(2,05,832)
	-
	-
	-
	(6,86,538)
Closing Defined Benefit Obligation	26,65,304
Annexure 4: Reconciliation of plan assets Opening value of plan assets Transfer in/(out) plan assets Interest Income Return on plan assets excl. amounts included in interest income Assets distributed on settlements Contributions by employer Assets acquired in an amalgamation in the nature of purchase Exchange diferences on foreign plans Benefits Paid
	20,40,160
	-
	1,52,895
	(39,488)
	-
	2,03,160
	-
	-
	(6,86,538)
Fair value ofplan assets at end ofperiod	16,70,189
The actual return on the assets is Rs. 1,13,407/-
Annexure 5: Reconciliation of net defined benefit liability Net opening provision in books of accounts Transfer in/(out) obligation Transfer (in)/out plan assets Employee Benefit Expense as per Annexure 2 Amounts recognized in Other Comprehensive (Income) / Expense Benefits paid by the Company Contributions toplan assets
	9,84,139
	-
	-
	2,08,671
	5,465
	11,98,275
	-
	(2,03,160)
Closing provision in books of accounts	9,95,115

~~48~~

ANNUAL REPORT 2019-2020

Notes to the Financial Statements as at and for the year ended March 31, 2020

	(Amount in`)
Particulars	As at 31 st March, 2020
Reconciliation of asset ceiling
Opening value of asset ceiling	-
Interest on opening value of asset ceiling	-
Loss/(Gain) on asset due to surplus / deficit	-
Closing value of asset ceiling	-
Annexure 6: Composition of the plan assets
	%
Government of India Securities	0%
State Government Securities	0%
High quality corporate bonds	0%
Equity shares of listed companies	0%
Property	0%
Special Deposit Scheme	0%
Policy of insurance	100%
Bank Balance	0%
Other Investments	0%
Total	100%
Annexure 7: Bifurcation of liability as per schedule III	-
Current Liability *	1,48,558
Non-Current Liability	8,46,557
Net Liability	9,95,115
* The current liability is calculated as expected contributions for the next 12 months.	-
Annexure 8: Principle acturial assumptions
Discount Rate	6.55% p.a.
Salary Growth Rate	6.00% p.a.
Withdrawal Rates	10.00% p.a at younger
	ages reducing to 2.00%
	p.a % at older ages
Rate of Return on Plan Assets	6.55% p.a.
Annexure 9: Maturity Profile of Defined Benefit Obligation
Year 1 Cashflow	2,90,508
Distribution %	6.3%
Year 2 Cashflow	1,09,514
Distribution %	2.4%
Year 3 Cashflow	1,12,402
Distribution %	2.4%
Year 4 Cashflow	2,34,486
Distribution %	5.1%
Year 5 Cashflow	5,48,501
Distribution %	11.9%
Year 6 to Year 10 Cashflow	13,30,508
Distribution %	28.80%
The future accrual is not considered in arriving at the above cash-flows.
The Expected contribution for the next year is Rs. 1,48,558
The Weighted Average Duration (Years) as at valuation date is 7.82 years.

49

NIRAV COMMERCIALS LTD

Notes to the Financial Statements as at and for the year ended March 31, 2020

		(Amount in`)
Particulars		As at 31 st March, 2020
Annexure 10: Sensitivity to key assumptions Discount rate Sensitivity Salary growth rate Sensitivity Withdrawal rate (W.R.) Sensitivity	Increase by 0.5% (% change) Decrease by 0.5% (% change) Increase by 0.5% (% change) Decrease by 0.5% (% change) W.R. X 110% (% change) W.R. X 90% (% change)	25,67,633 -3.66% 27,68,922 3.89% 27,68,973 3.89% 25,66,691 -3.70% 26,69,050 0.14% 26,61,366 -0.15%

Note : 36 - Lease Payments

The Company is receving / paying the rent as per the agreement for lease executed with the lessee / lessor. The rent is fixed from the date of execution of lease agreements. The Company has not adopted Ind AS 116 ''Lease" during the year 2019-20 and is still in the process of evaluating the impact of adoption of the same on its financial statements.

Note : 37 - Impact of COVID-19

Due to COVID-19 outbreak, the Indian Government on March 24, 2020, announced a prologned lockdown across the country, to contain the spread of the virus. The lockdown has since been extended with gradual relaxations. There is no major significant impact of COVID-19 on company's financial statements as at 31st March, 2020. The company continues to closely monitor the developments and possible effects that may result from the current pandemic, on its financial condition, liquidity and operations and is actively working to minimize the impact of this unprecedented situation.

Note : 38 No documentary evidence was available for our verification for an amount of Rs. 19,00,000 received against Sale of Capital Asset shown in note no. 16 Other Financial Liabilities.

Note : 39 Fixed Deposit with State Bank of India in Daman Division is matured. However the same were submitted to the Daman Sales Tax Department and hence not available for our verification. The Fixed Deposit receipts were not obtained from the Daman Sales Tax Department after the Maturity. Certificate from the Bank also not available for verification as to the Interest accrued on the Fixed deposits. Therefore the Interest income to this extent is not reflected in accounts.

Note : 40 Balances in respect of Unsecured Loans, Sundry Debtors, Sundry Creditors, Loans & Advances and inter group companies are subject to confirmation by respective parties.

Note : 41 Previous year's figures have been regrouped / rearranged wherever necessary to confirm to the current year grouping.

As per our report attached For and on behalf of the Board of Directors For MOTILAL & ASSOCIATES LALIT KUMAR DAGA - CHAIRMAN Chartered Accountants (DIN-00089905) GIRISH AGARWAL CHIEF FINANCIAL OFFICER RAGHAV DAGA - DIRECTOR CA. MUKESH P. MODY (DIN-00084553) Partner AMEY BORKAR M.No.FCA 042975 COMPANY SECRETARY Mumbai, 21[st] August, 2020

~~50~~

BOOK-POST

NIRAV COMMERCIALS LIMITED Regd. Office : Plot No. W-50, MIDC Industrial Area, Taloja-410 208, Dist. Raigad (Maharashtra).

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