Your directors are pleased to present the 30th Annual Report on the operational and business performance ofthe Company together with the Audited Financial Statements (Standalone and Consolidated) for the FinancialYear ended March 31, 2024.
The summarized financial performances for the Financial Year ended March 31, 2024, are as under:
In Lakhs)
Particulars
Standalone
Consolidated
2023-24
2022-23
Gross Revenue
318.14
530.78
321.27
Profit before interest,depreciation & taxes
(361)
30.04
(356.84)
Interest
16.93
17.46
Depreciation & Amortization
0.87
1.11
0.90
Profit /Loss After Tax
(378.87)
8.75
(375.82)
The Company has acquired substantial stake in M/s. Life 108 Healthcare Private Limited in January 2024,thereby making it the Company’s Subsidiary. The total consolidated income for the current year is Rs.321.27Lakhs and loss of Rs. 378.87 Lakhs as against corresponding figures of the previous year of Rs. 530.78 Lakhsand Rs. 8.75 Lakhs respectively. The Company has experienced drop in revenue during the financial year underreview due slowdown in our E-Commerce and B2B Sales. The company is expecting to have a significantgrowth in the coming years.
To strengthen the financial position of the Company and to augment working capital your directors do notdeclare any dividend.
Nihar Info Global Limited is one of the few Listed E-Commerce Companies in India. The Company hasdiversified into e-Commerce in the year 2016 and has made a significant impact in the e-Commerce space. TheCompany is one of the Premium Sellers in Amazon.in and Flipkart.com. The Warehouse cum FulfillmentCenter is certified by both Flipkart and Amazon and is part of the Amazon Seller Flex Model and the FlipkartExpress whereby all the products sold by the company are enabled with a PRIME tag and Flipkart AssuredTag. The Company also has plans to extend its Warehouse Capacity and is planning to set up a warehouse inthe Outer Limits of the City.
The Company has launched its own private label products under the brand “ONVO” in various market placeslike Amazon.in and Flipkart.com. The Company has also got its Trademark of ONVO brand as registered.
The D2C eCommerce Portal www.Life108.in is a Healthcare Brand with focus on products related to Health,Fitness & Sports.
The D2C eCommerce Portal www.onvo.in is a Lifestyle Brand focussing on Travel, Storage & Organizers.The products include various Travel Accessories and Storage and Organizers for Home and Personal Use.
The B2B Division of Nihar Info Global Limited deals with various Corporate and Government Organizations.The Company is expanding its B2B Offerings and is keeping a consistent effort to acquire New Customers andincrease its B2B Sales.
The focus of the B2B Division is basically on the following.
1. Audio Visual Systems / Video Conferencing Solutions
2. IT Hardware
3. Software Applications and Manpower Services
4. Bulk Orders/Bulk Supplies
5. Corporate Gifting
6. GEM and Govt. Orders
As per Clause 5A of the Listing Agreement inserted as per SEBI notification no:SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 2009, the details in respect of the shares, which wereissued pursuant to Composite Scheme of Amalgamation and Arrangement and lying in the suspense accounttill 31st March, 2023 is as under.
Description
Number ofShareholders
Number ofEquit
y
Share
s
Aggregate number of shareholders and the outstanding shares in thesuspense account lying at the beginning of the year
120
37,108
Number of shareholders who approached issuer for transfer of sharesfrom suspense account during the year
-
Number of shareholders to whom shares were transferred from suspenseaccount during the year
Aggregate number of shareholders and the outstanding shares in thesuspense account lying at the end of the year
The voting rights on the shares outstanding in the suspense account on 31st March, 2024 shall remain frozentill the rightful owner of such shares claims the shares. In compliance with the said requirements the shares aretransferred into one folio in the name of Unclaimed Suspense Account.
The Annual Report 2023-24 containing complete Audited Standalone and Consolidated Balance Sheet,Statement of Profit & Loss, Cash Flow Statement and notes thereto are prepared as per the requirements of
Schedule III to the Companies Act, 2013, Directors’ Report (including Management Discussion and Analysis,Corporate Governance Report and all the Annexures) are being sent via email to all shareholders who’s emailaddresses are registered with the Company.
The Annual Report 2023-24 is also kept open for inspection of the members at the registered office of theCompany. The requests for copies of the Annual Report can be mailed bsnsuryanarayana@gmail.com orniharinfo1995@,gmail.com up to the date of Annual General Meeting. The same is also available on theCompany’s website www.niharinfo.in.
The paid-up Equity Share Capital as on 31st March, 2024 was Rs 10,40,77,480/- divided into 10,40,7748 EquityShares of Rs 10/- each. The Company has proposed preferential issue for 5,00,000 Equity Shares to NonPromoters and 29,90,000 Equity Share Warrants to both Promoters and Non-Promoters of the Company forwhich In-Principle application is made with BSE.
The Board of Directors do not propose to carry any amount to reserves.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the CompaniesAct, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is attached to this Report as Annexure I.
As per the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointedM/s Surya Gupta & Associates (CP No. 10828), Company Secretaries, Delhi, to undertake the Secretarial Auditof the Company for the Financial Year 2021-22. The Certificate on Corporate Governance and the SecretarialAudit Report are annexed herewith as Annexure IVand Annexure V respectively which form part of thisreport.
The Board of Directors has established a system for ensuring that Directors, Operating Officers and employeesperform their duties in accordance with laws, regulations and the Articles of Association, as well as a systemfor ensuring the appropriate business operations within the Company which is reviewed by the Board regularly.
There is also a system for the storage and management of information with regard to the execution of dutiesby Directors and Operating Officers of the Company such as minutes books, statutory registers and other filesboth physical and soft copies which are stored and maintained safely with confidentiality under the supervisionof the Chairman of the Company.
The Board of Directors had established a set of rules for managing risk of loss with respect to the Companywhich are reviewed and followed diligently.
There exists a system for ensuring the duties of Directors of the Company are efficiently performed and theevaluation of the performance of the Board of Directors are conducted regularly.
The audit committee assists the Board of Directors in monitoring the integrity of the financial statements andthe reservations, if any, expressed by the statutory auditors, financial, internal and secretarial auditors. Basedon their inputs the Board is of the opinion that the company’s internal controls are adequate and effective.
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledgeand ability, confirm that:
• In preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations and disclosures relating to material departures.
• The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view to the stateof affairs of the Company at the end of the financial year 2022-23 and of the profit of the Companyfor the period.
• The directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
• The annual accounts have been prepared on a going concern basis.
• The directors had laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
• The directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
Mr. Rohit Bobde, Chief Financial Officer of the Company resigned from the post of Chief Financial Officerand Mr. Yerragudi Gangadhar Reddy was appointed as a new Chief Financial Officer of the Company at theBoard Meeting held on 10th November 2023. Mr. Yerragudi Gangadhar Reddy also resigned from the post ofChief Financial Officer and Ms. Rasakachula Divya was appointed as a new Chief Financial Officer of theCompany at the Board Meeting held on 10th June 2024. Ms. Rasakachula Divya also resigned from the post ofChief Financial Officer and Ms. Pujitha Gudipudi was appointed as a new Chief Financial Officer of theCompany at the Board Meeting held on 14th August 2024.
The Company has received necessary declarations from each independent director that they meet the criteriaof independence laid down in Section 149(6) of the Companies Act, 2013 read with the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.
The Compliance certificate under Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 is annexed herewith as Annexure VIand forms a part of this report.
M/s NSVR & Associates LLP, Chartered Accountants, were appointed at the 28th Annual General Meeting tohold office till the conclusion of the 33rd Annual General Meeting.
The Company’s policy on directors’ appointment and remuneration including criteria for determiningqualifications, positive attributes, independence of a director framed by the Nomination and RemunerationCommittee is reviewed regularly at its meetings and is available at the company’s website-www.niharinfo.in.
The related party transactions entered into by the Company are reviewed by the Audit Committee at theirmeetings and reported to the Board of Directors. The statements containing the transactions / contractsentered into by the Company during the year under review is annexed herewith as Annexure VII in FormAOC-2 and forms part of this report.
The particulars of loans, guarantees and investments as per Section 186 of the Companies Act, 2013 have beendisclosed in the financial statements. The Company has invested its funds and acquired substantial stake in 2(Two) Companies i.e., M/s. Life 108 Healthcare Private Limited, A Healthcare Startup Company and M/s.BeastBells Media Private Limited, A Media Startup Company, thereby making the aforesaid mentionedcompanies it’s subsidiaries.
The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigatethe same through a properly defined framework. The development and implementation of risk managementpolicy has been covered in the Management Discussion and Analysis, which forms part of this report. Duringthe year, a risk analysis and assessment was conducted and no major risks were noticed, which may threatenthe existence of the Company.
During the year under review, there were no frauds reported by the Statutory Auditors and Secretarial Auditorsneither to the Audit Committee nor the Board of Directors under Section 143 (12) of the Companies Act,2013.
The Company has not accepted any deposits from the public and as such, no amount on account of principalor interest on deposits from the public was outstanding as on the date of the balance sheet.
The Company has devised proper systems to ensure compliance with the provisions of all applicable SecretarialStandards issued by the Institute of Company Secretaries of India and that such systems are adequate andoperating effectively.
There is no change in the nature of business of the Company.
As the Company does not fall under the threshold limits under Section 135 of the Companies Act, 2013,corporate social responsibility is not applicable to the Company.
• Conservation of Energy: The operations of the Company are not energy intensive and every effort hasbeen made to ensure the optimal use of energy, avoid waste and conserve energy by using energyefficient computers and equipment with latest technologies.
• Research and Development: No amount was spent in research and development during the year.
• Technology Absorption: Your Company is constantly upgrading its technological excellence withemerging technologies.
• Exports and Outgo: The foreign income through software development services is Nil.
The Company has acquired M/s. Life 108 Healthcare Private Limited, a Healthcare Startup Company and M/s.BeastBells Media Private Limited, A Media Startup Company, pursuant to such acquisition Life 108 HealthcarePrivate Limited has become subsidiary of the Company w.e.f 9th January 2024 and BeastBells Media PrivateLimited has become subsidiary of the Company w.e.f. 15th June, 2024. M/s. Nihar Stocks Limited is anassociate company within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”) and its summarizedperformance and financial position is given in Form AOC-1 pursuant to first proviso to Sub-section (3) ofSection 129 of the Companies act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014) and isattached to this Report as Annexure VIII.
The annual return for the F.Y. 2023-24 shall be available at the website of the Company - www.niharinfo.in.
The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 is herewith attached as Annexure IIwhich formspart of this report.
The Corporate Governance Report under Regulation 34 read with Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 is herewith attached as Annexure III which forms part ofthis report.
33. Material changes and commitments, if any, affecting the financial position of the company whichhave occurred between the end of the financial year of the company to which the financial statementsrelate and the date of the report:
There are no material changes and commitments affecting the financial position of the company which haveoccurred between the end of the financial year of the company to which the financial statements relate and the
date of the report.
The Directors thank the Company’s employees, customers, vendors, investors and academic partners for theircontinuous support.
By Order of the Board of Directors
Place: Secunderabad Managing Director Director
Date: 31/08/2024 DIN: 02796318 DIN: 02402230