Directors Report of Nivi Trading Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 39^th report and audited financial
statements for the year ended 31^st March 2024.

FINANCIAL RESULTS

lAmt in lalrhcl

Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Profit/(Loss) before taxation	0.52	(17.10)
Add/(Less): Provision for taxation/ Tax Adjustments	1.45	(2.12)
Profit/(Loss) after taxation	(0.94)	(14.98)
Add: Other Comprehensive Income	18.92	3.31
Total Profit/(Loss) for the year	17.98	(11.67)

OPERATIONAL PERFORMANCE

The company has achieved a profit of Rs. 17,98,274/- during the year as compared to a
loss of Rs. 11,66,549/- in the previous year.

DIVIDEND

In order to utilize the funds available for business operations, your directors do not
recommend any dividend for the year under review.

TRANSFER TO RESERVES

You Company does not propose to transfer any amount to reserves.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 1,24,56,000/- comprising
of 1245600 equity shares of face value of Rs. 10/- each. During the year under review, no
equity shares were issued or allotted.

I. Issue of Equity Shares with differential rights, Issue of Sweat Equity shares and
Issue of Employee Stock Options

During the year under review, the Company has not issued any shares with
differential voting rights, Issue of Sweat Equity shares and Issue of Employee Stock
Options- (ESOS).

II. Provision of money by company for purchase of its own shares by employees
or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Investments covered under the provisions of Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014
are given in the notes to the Financial Statements. There are no loans given and no
guarantees issued by the Company.

AUDITORS AND AUDITORS’ REPORT

(a) Statutory Auditors

At the 37^th Annual General Meeting of the Company held on 30^th September, 2022,
the Members of the Company had approved the re-appointment of M/s Vora &
Associates, Chartered Accountants (ICAI Firm Registration Number 111612W) as
the Statutory Auditors of the Company pursuant to Section 139 of the Companies
Act, 2013 for a term of 5 (five) years to hold office till the conclusion of the ensuing
42^nd Annual General Meeting.

The report of the Statutory Auditors along with the Notes to Schedules forms part
of the Annual Report and contains an Unmodified Opinion without any qualification,
reservation, observation, or adverse remark.

(b) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s N.L. Bhatia & Associates, Practicing
Company Secretaries to undertake the Secretarial Audit of the Company for the
financial year 2023-24. Accordingly, the Secretarial Audit Report (Form MR 3) is
annexed herewith as ‘Annexure 1 to Board’s Report’. The Secretarial Audit Report
does not contain any qualifications, reservations, observation or adverse remarks.

The Board has re-appointed M/s. N.L Bhatia & Associates to conduct the
secretarial audit for FY2025. They have confirmed their eligibility for appointment.

During the year there were no instances of any fraud reported by the aforesaid
auditors to the Audit Committee or the Board pursuant to Section 143(12) of the
Companies Act, 2013.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Sandra R. Shroff (DIN: 00189012),
Director, designated as Managing Director of the Company, retires by rotation at the
ensuing 39^th Annual General Meeting of the Company, and being eligible, offers herself
for re-appointment. An Ordinary Resolution in this regard has been proposed for
approval of the members.

The information of Directors seeking appointment/ re-appointment as required pursuant
to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India (ICSI) is provided in the annexure to the Notice
convening the 39^th Annual General Meeting of the Company.

All the independent directors of the Company as on March 31, 2024, have given
requisite declarations stating that they meet the criteria of Independence laid down
under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have
complied with the Code of Conduct for Independent Directors as prescribed under
Schedule IV of the Companies Act, 2013. In the opinion of the Board, there has been
no change in the circumstances which may affect their status as Independent Directors
of the Company and the Board is satisfied of their integrity, expertise and experience
(including proficiency in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board. In terms of Section 150 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
Independent Directors of the Company are registered on the Independent Director
Databank maintained by the Indian Institute of Corporate Affairs (IICA).

None of the Directors of the Company has incurred any disqualification.

As the paid-up equity share capital of your Company is not exceeding Rupees twenty-
five crore, a statement pursuant to the provisions of Section 134(3)(p) the Companies
Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014, and Regulation
24(4) (a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
indicating the manner in which formal annual evaluation has been made by the Board
of its own performance and that of its committees and individual directors, is not
required to be given.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five Board Meetings were held on 13^th April, 2023, 18^th
May 2023, 10^th August 2023, 09^th November 2023, 09^th February 2024.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of section 177 of the Companies Act, 2013, the Company
has constituted an Audit Committee consisting of the following persons:

1. Mr. Prasad Paranjape (Chairman)

2. Mr. Rajnikant D. Shroff (Member)

3. Mrs. Meena D. Ved (Member)

There were no recommendations of the Audit Committee which were not accepted by
the Board.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of section 178 of the Companies Act, 2013, the Company
has constituted a Nomination and Remuneration Committee consisting of the following
persons:

1. Mrs. Meena D. Ved (Chairman)

2. Mr. Rajnikant D. Shroff (Member)

3. Mr. Prasad Paranjape (Member)

KEY MANAGERIAL PERSONNEL

The Company has the following Key Managerial Personnel as per Section 2(51) of the
Act:

• Mrs. Sandra Rajnikant Shroff - Managing Director

• Mr. Brubeck Pierre Dias - Chief Financial Officer

• Ms. Simran Panwar- Company Secretary and Compliance Officer (upto 13^th
April 2023).

• Mrs. Priyanka Jain - Company Secretary and Compliance Officer (from 18th
May, 2023).

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed and adopted a policy for selection and appointment of Directors,
Key Managerial Peronnel, Senior management and their remuneration. The policy
lays down criteria for selection, appointment and removal of directors, key managerial
personnel and senior management such as expertise, experience and integrity of the
directors, independent nature of the directors, personal and professional standing,
diversity of the Board, etc. At present no Director of the Company receives any
remuneration from the Company.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

As none of the Directors of your Company receive remuneration from the Company
and the senior management personnel are working for the Company on deputation
basis, the information required under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended from time to time, in respect of Directors/
employees of your Company are not given.

The Company has no employee who- (i) if employed throughout the financial year, was
in receipt of remuneration, in aggregate, more than Rs.1.02 crores, or (ii) if employed
for a part of the financial year, was in receipt of remuneration, in aggregate, more than
Rs.8.50 lacs per month. Hence, the information required to be given pursuant to the
provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time, is not applicable and hence not attached.

RELATED PARTY TRANSACTIONS

All related party transactions (“RPT”) entered into during the year were on arm’s length
basis and were in the ordinary course of business. There are no materially significant
related party transactions made by the Company which may have a potential conflict
with the interest of the Company at large. Accordingly, the disclosure of related party
transactions in Form AOC-2 is not applicable.

Prior omnibus approval of the Audit Committee is obtained for related party transactions
which are repetitive in nature. Audit Committee reviews all related party transactions in
detail as required under applicable law and regulations on a quarterly basis.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company has formed whistleblower policy to deal with any fraud, irregularity or
mismanagement in the Company. The policy enables any employee or director to
directly communicate to the Chairman of the Audit Committee to report any fraud,
irregularity or mismanagement in the Company. The policy ensures strict confidentiality
while dealing with concerns and no discrimination or victimization is meted out to any
whistleblower.

MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENT

The Company is engaged in trading activities.

SEGMENTWISE PERFORMANCE

The Company operates in single segment viz. Trading

BUSINESS OUTLOOK

The Company continues to look at new opportunities of trading in India and abroad.
FINANCIAL RATIOS

The financial ratios including the changes therein have been provided in the notes to
Financial Statements.

HUMAN RESOURCES DEVELOPMENT

The relationship with employees continued to be cordial throughout the year.

RISK MANAGEMENT FRAMEWORK

Pursuant to SEBI (Listing Obligation and Disclosure Requirement), Regulations, the
Company has prepared Risk Management Framework for identifying and evaluating
various major business risks faced by the Company. Risk Management Framework
aims to lay down the procedure for risk assessment and risk minimization. Risk
Management Framework is prepared to ensure internal controls and effectively
respond to any changes in the business environment to achieve high degree of
business performance, limit any negative impact on its working and avail of benefits
arising out of any business opportunities. The audit committee has additional oversight
in the area of financial risks and controls.

There are standard practices in place to ensure that strong financial controls are in
place. Key business risks perceived by the Company and mitigating initiatives are as
under:

a) Funding risk: As the Company is only involved in trading activities, it may not be
able to mobilize adequate funds, if any, in time. The mitigating factors are that the
Company has good investment in the quoted shares, etc., so raising additional
funds, if any, will not be difficult for the Company.

b) Regulatory risk: Any change in Government / Regulators Policy / Rules /
Regulations will require fresh compliances. The mitigating factors are that the group
to which the Company belongs has very strong and dedicated team consisting of
professionals to study regulatory changes and fresh requirement.

c) Foreign Currency risk: The Company is engaged in trading activities, which may
lead to risk of less profit/loss on account of volatility in foreign currency exchange.
The mitigating factors are that the management ensures in trading transactions in
such a way that there are minimal risks of volatility in foreign currency exchange or
the Company may take adequate forward cover for foreign exchange fluctuations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and
complexity of its operation. The Group has an in-house internal audit team which
undertakes internal audit and ensures that all transactions are authorized and
recorded in the books of the Company. The internal audit department monitors the
efficacy and adequacy of internal control. Significant audit observations, if any, are
presented to the Audit Committee and action taken to correct any deficiency is
informed to them. The report prepared by internal audit team forms the basis of
utilization by the Managing Director and Chief Financial Officer for financial reporting
as required under Regulation 17 of SEBI (Listing Obligations And Disclosure
Requirements) Regulations,2015.

Internal Controls over Financial Reporting:

The Company has adequate internal financial controls in place, commensurate with
the size, scale and complexity of its operations.

The Company is complying with all the applicable Accounting Standards. The
accounting records are maintained in accordance with generally accepted accounting
principles in India. This ensures that the financial statements reflect true and fair
financial position of the Company.

DEPOSITORY SYSTEM

The total paid up equity shares of the Company are dematerialized as on
31^st March, 2024.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC.

The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under section 134(3)(m) of
the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules,
2014, for the year ended 31^st March 2024 are furnished here below.

• CONSERVATION OF ENERGY - Not Applicable

• TECHNOLOGY ABSORPTION - Not Applicable

• FOREIGN EXCHANGE EARNING AND OUTGO

• Foreign Exchange earned - Nil

• Foreign Exchange outgo - Nil

DIRECTORS’ RESPONSIBILITY

To the best of their knowledge and belief and according to the information and
explanations obtained by the directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:

1) That in the preparation of the annual financial statements for the year ended 31^st
March 2024, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any.

2) That such accounting policies as mentioned in Note 1(B) of the Notes to the
Financial Statements have been selected and applied consistently and judgement
and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31^st March 2024 and
of the profit of the Company for the year ended on that date.

3) That proper and enough care has been taken for 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.

4) That the annual financial statements have been prepared on a going concern
basis.

5) That proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively.

6) That systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

As the paid-up equity share capital and net worth of your Company does not exceed
Rs. 10 crores and Rs. 25 crores respectively, as on the last date of the previous
financial year, the compliance with certain Regulations of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are not mandatory, for the time being,
hence the same is not attached to this Report.

LISTING OF THE COMPANY’S EQUITY SHARES AND DEMAT

The Equity Shares of your Company continue to be listed at the BSE Ltd. The Stock
Code is 512245. There is no default in payment of annual listing fees.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 a copy of the draft Annual
Return as on March 31,2024 has been placed on the website of your Company and
the weblink of such Annual Return is https://www.nivionline.com/niviear.html

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

There are no significant material orders passed by the Regulators / Courts which
would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

During the year under review from 1^st April 2023 to 31^st March 2024, there were no
material changes or commitments affecting the financial position of the Company.

COMPLIANCE AS PER SECRETARIAL STANDARDS

The Company has made necessary compliances as per the Secretarial Standards issued by
the Institute of Company Secretaries of India.

GENERAL

No disclosure or reporting is required in respect of the following points as there were
no transactions on these items or were not applicable to your Company during the
year under review.

a) The Company has no subsidiary as on 31^st March 2024;

b) During the period under review, the Company did not accept any deposit within the
meaning of Chapter V of the Companies Act, 20

c) Details about the policy developed and implemented by the Company on
corporate social responsibility initiatives taken during the year.

d) Disclosure as per Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

e) There is no application made or proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year 2023-24.

f) There was no instance of one-time settlement with any Bank or Financial Institution.

g) The Company is not required to maintain cost records under Section 148 of
Companies Act, 2013 read with the rules made thereunder.

h) There was no change in the nature of business of the Company as stipulated under
sub-rule 5(ii) of Rule 8 of the Companies (Accounts) Rules, 2016.

ACKNOWLEDGEMENT

Your Directors are thankful to all the stakeholders, various government agencies and
ministries for their continued support.

Date: 07^th May 2024 By Order of the Board of Directors

Place: Mumbai For NIVI TRADING LIMITED

Registered Office:

C/o., United Phosphorus Limited Sd/-

Readymoney Terrace, 4^th Floor, Rajnikant Devidas Shroff

167, Dr. Annie Besant Road, Worli, Chairman

Mumbai-400018. DIN:00180810

CIN: L99999MH1985PLC03639

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Annual Report and Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS :

Your Company''s performance during the year is summarised below:

Amount in Rs. ''000

Particulars 2013-2014 2012-2013

Gross Income 809 573 Expenditure 117 109 Profit(Loss) Before Tax and Exceptional Item Less: Exceptional Item - - Profit(Loss) Before Tax and after Exceptional Item 692 464 Less : Provision for Taxation (including tax adjustments) (-) 141 (-) 47 Profit(Loss) After Tax and after Exceptional Item 551 417 Add : Balance b/f from earlier year (-) 1281 (-) 1698 Profit Available for Appropriations (-) 730 (-) 1281 Appropriations - - Balance c/f to Balance Sheet (-) 730 (-) 1281

DIVIDEND The Directors do not recommend any dividend for the year under review.

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

The Company has not commenced any manufacturing activities, the particulars as per Rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, pursuant to Section 217(l)(e) of the Companies Act 1956 is not applicable.

PARTICULARS OF EMPLOYEES :

The Company has no employees specified under Section 217(2A) of the Companies Act, 1956 and therefore provisions of the Section 217(2A) of the Companies Act, 1956 is not attracted.

DIRECTORS :

Mr. Jaidev R. Shroff retires by rotation, and being eligible, offers himself for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 :

1. That in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

LISTING OF THE COMPANY''S EQUITY SHARES :

The equity shares of your Company continue to be listed during the year under review at the Mumbai Stock Exchange (BSE). The stock code is 512245. The Company has paid the annual listing fees for financial year 2014-2015 to the Exchange.

COMPLIANCE OFFICER:

In terms of clause 47 of the Listing agreement, Jaidev R. Shroff - Director is the Compliance Officer for the purpose of complying with various terms of listing agreement with Stock Exchange and directives issued by SEBI.

WEBSITE :

In compliance with the Circular no. CIR/CFD/DIL/10/2010 dated 16/12/2010/Clause 54 of the Equity Listing Agreement, the Company has maintained a functional website ‘www.nivionline.com'' containing basic information about the Company.

DEPOSITORY RELATED OPERATIONS :

The Company continues to have Sharepro Services (I) Pvt. Ltd. as it''s Registrar and Transfer Agent (RTA) to provide electronic link with CDSL and act as CDSL interface for the Company for handling Depository related operations. No requests have been received for dematerialisation till date. 100% of the total paid equity capital is in physical mode. Related details have been highlighted separately in the Annual Report.

CORPORATE GOVERNANCE:

In terms of the Schedule of Implementation of Clause No.49 of the Listing Agreement on Corporate Governance, the requirements of the said clause are not applicable since the paid up capital of the Company is less than 3 crores.

AUDITORS AND AUDITOR''S REPORT :

Members are requested to appoint Auditors for the Current Year and to fix their remuneration. Messrs. Gupta Saharia & Co., Chartered Accountants, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment.

The notes to the accounts referred to in the Auditor''s Report are self-explanatory and therefore do not call for any further comments.

COMPLIANCE CERTIFICATE :

In accordance with Section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from a Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956.

DIRECTORS SITTING FEES :

Directors have waived the sitting fees for meetings attended by them during the year.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and co- operation received from Banks during the year under review.

For and on behalf of the Board of Directors

Place : Mumbai Rajnikant D. Shroff Jaidev R.Shroff: Date : 13th May, 2014 Directors

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Mar 31, 2013

The Members of Nivi Trading Limited

The Directors have pleasure in presenting their Annual Report and Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS :

Your Company''s performance during the year is summarized below:

Amount in Rs. ''000

Particulars 2012-20131 2011-2012

Gross Income 573 105

Expenditure 109 98

Profit(Loss) Before Tax and Exceptional Item 7

Less: Exceptional Item - -

Profitless) Before Tax and after Exceptional Item 464 7

Less : Provision for Taxation (-)77 -

Profit(Loss) After Tax and after Exceptional Item 387 7

Add: MAT Credit Entitlement 30 -

Add(Less): Short Provision for Tax - (-) 1

Profit (Loss) After Tax Adjustments 417 6

Add : Balance b/f from earlier year (-) 1698 (-) 1704

Profit Available for Appropriations (-) 1281 (-) 1698

Appropriations_

Balance c/f to Balance Sheet (-) 1281 (-) 1698

DIVIDEND

The Directors do not recommend any dividend for the year under review.

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

The Company has not commenced any manufacturing activities, the particulars as per Rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, pursuant to Section 217(l)(e) of the Companies Act 1956 is not applicable.

PARTICULARS OF EMPLOYEES :

The Company has no employees specified under Section 217(2A) of the Companies Act, 1956 and therefore provisions of the Section 217(2A) of the Companies Act, 1956 is not attracted.

DIRECTORS :

Mr. Rajnikant D. Shroff retires by rotation, and being eligible, offers himself for re-appointment.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 :

1. That in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

2. That such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

LISTING OF THE COMPANY''S EQUITY SHARES :

The equity shares of your Company continue to be listed during the year under review at the Mumbai Stock Exchange (BSE). The stock code is 512245. The Company has paid the annual listing fees for financial year 2013-2014 to the exchange.

COMPLIANCE OFFICER

In terms of clause 47 of the Listing agreement, Jaidev R. Shroff - Director is the Compliance Officer for the purpose of complying with various terms of listing agreement with Stock Exchange and directives issued by SEBI.

WEBSITE

In compliance with the Circular no, CIR/CFD/DIL/10/2010 dated 16/12/2010/Clause 54 of the Equity Listing Agreement, the Company has maintained a functional website ''www.nivionline.com'' containing basic information about the Company.

DEPOSITORY RELATED OPERATIONS

The Company continues to have Sharepro Services (I) Pvt. Ltd. as it''s Registrar and Transfer Agent (RTA) to provide electronic link with CDSL and act as CDSL interface for the Company for handling Depository related operations. No requests have been received for dematerialization till date. 100% of the total paid equity capital is in physical mode. Related details have been highlighted separately in the Annual Report.

CORPORATE GOVERNANCE

In terms of the Schedule of Implementation of Clause No.49 of the Listing Agreement on Corporate Governance, the requirements of the said clause are not applicable since the paid up capital of the Company is less than 3 crores,

AUDITORS AND AUDITOR''S REPORT :

Members are requested to appoint Auditors for the Current Year and to fix their remuneration. Messrs. Gupta Saharia & Co., Chartered Accountants, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment.

The notes to the accounts referred to in the Auditor''s Report are self-explanatory and therefore do not call for any further comments.

COMPLIANCE CERTIFICATE :

In accordance with Section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from a Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from Banks during the year under review.

For and on behalf of the Board of Directors



Place : Mumbai Jaidev R. Shroff Rajnikant D. Shroff

Dated: 15th May, 2013

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Mar 31, 2012

To The Members, Nivi Trading Ltd.

The Directors have pleasure in presenting their Annual Report and Audited Accounts for the financial year ended 31 st March, 2012.

FINANCIAL RESULTS :

Your Company's performance during the year is summarised below:

Amount in Rs. 000 Particulars 2011-2012 2010-2011

Gross Income 105 46

Expenditure 98 95

Profit(Loss) Before Tax and Exceptional Item 7 (-) 49

Less: Exceptional Item - -

Profit(Loss) Before Tax and after Exceptional Item 7 (-) 49

Less : Provision for Taxation - -

Profit(Loss) After Tax and after Exceptional Item 7 (-) 49

Add: MAT Credit Entitlement - -

Add(Less): Short Provision for Tax (-) 1 1

Profit (Loss) After Tax Adjustments 6 (-) 48

Add : Balance b/f from earlier year (-) 1704 (-) 1655

Profit Available for Appropriations (-) 1698 (-) 1704

Appropriations

Balance c/f to Balance Sheet (-) 1698 (-) 1704

DIVIDEND

The Director's do not recommend any dividend for the year under review.

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

The Company has not commenced any manufacturing activities, the particulars as per Rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, pursuant to Section 217(l)(e) of the Companies Act 1956 is not applicable.

PARTICULARS OF EMPLOYEES :

The Company has no employees specified under Section 217(2A) of the Companies Act, 1956 and therefore provisions of the Section 217(2 A) of the Companies Act, 1956 is not attracted.

DIRECTORS:

Mrs. Sandra R. Shroff retires by rotation, and being eligible, offers herself for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 :

1. That in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

LISTING OF THE COMPANY'S EQUITY SHARES :

The equity shares of your Company continue to be listed during the year under review at the Mumbai Stock Exchange (BSE). The stock code is 512245. The Company has paid the annual listing fees for financial year 2011-2012 to the Exchange.

COMPLIANCE OFFICER

In terms of clause 47 of the Listing agreement, Jaidev R. Shroff - Director is the Compliance Officer for the purpose of complying with various terms of listing agreement with Stock Exchange and directives issued by SEBI.

WEBSITE

In compliance with the Circular no. CIR/CFD/DIL/10/2010 dated 16/12/2010/Clause 54 of the Equity Listing Agreement, the Company has maintained a functional website 'www.nivionline.com' containing basic information about the Company.

For and on behalf of the Board of Directors

Place : Mumbai jaidev R. Shroff Rajnikant D. Shroff

Dated : 25th May, 2012

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report and Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS :

Your Companys performance during the year is summarised below:



Amount in Rs. 000

Particulars 2009-2010 2008-2009

Gross Income 1710 976

Expenditure 177 1731

Profit(Loss) Before Tax and Exceptional Item 1533 (-)755

Less: Exceptional Item 12133 -

Profit(Loss) Before Tax and after Exceptional Item (-)10600 (-)755

Less : Provision for Taxation - -

Profit(Loss) After Tax and after Exceptional Item (-)10600 (-)755

Add: MAT Credit Entitlement 88 -

Less: Short Provision for Tax 6 -

Profit (Loss) After Tax Adjustments (-)10518 (-)755

Add : Balance b/f from earlier year 8862 9617

Profit Available for Appropriations (-)1655 8862

Appropriations Balance c/f to Balance Sheet (-)1655 8862



The Directors do not recommend any dividend for the year under review. They are constantly looking at various avenues to enhance the shareholders wealth.

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

The Company has not commenced any manufacturing activities, the particulars as per Rule 2 of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, pursuant to Section 217(l)(e) of the Companies Act 1956 is not applicable.

PARTICULARS OF EMPLOYEES :

The Company has no employees specified under Section 217(2A) of the Companies Act, 1956 and therefore provisions of the Section 217(2A) of the Companies Act, 1956 is not attracted.

DIRECTORS:

Mr. R. D. Shroff retires by rotation, and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 :

1. That in the preparation of the annual accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of the loss of the Company for that year.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

GIFITING OF SHARES :

With a view to consolidate the holdings of the Promoter Group in one entity it was decided to transfer the shares of M/s United Phosphorus Ltd. and M/s Uniphos Enterprises Ltd. voluntarily and conveyed irrevocably without consideration. The Company empowered by clause no. III (B) 52 of the Memorandum of Association has during the year voluntarily transferred and convey irrevocably and forever 939980 shares of United Phosphorus Limited and 93400 shares of Uniphos Enterprises Limited to Nerka Chemicals Pvt. Ltd.

LISTING OF THE COMPANYS EQUITY SHARES :

The equity shares of your Company continue to be listed during the year under review at the Mumbai Stock Exchange (BSE). The stock code is 512245. The Company has paid the annual listing fees for financial year 2009-2010 to the exchange.

COMPLIANCE OFFICER

In terms of clause 47 of the Listing agreement, Jaidev R. Shroff - Director is the Compliance Officer for the purpose of complying with various terms of listing agreements with Stock Exchange and directives issued by SEBI.

DEPOSITORY RELATED OPERATIONS

The Company continues to have Sharepro Services (I) Pvt. Ltd. as its Registrar and Transfer Agent (RTA) to provide electronic link with CDSL and act as CDSL interface for the Company for handling Depository related operations. No requests have been received for dematerialisation till date. 100% of the total paid equity capital is in physical mode. Related details have been highlighted separately in the Annual Report.

CORPORATE GOVERNANCE

In terms of the Schedule of Implementation of Clause No. 49 of the Listing Agreement on Corporate Governance, the requirements of the said clause are not applicable since the paid up capital of the Company is less than 3 crores.

AUDITORS AND AUDITORS REPORT :

Members are requested to appoint Auditors for the Current Year and to fix their remuneration. Messrs. Gupta Saharia & Co., Chartered Accountants, retire at the conclusion of the Annual General Meeting and are eligible for re-appointment.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

COMPLIANCE CERTIFICATE :

In accordance with Section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from a Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act, 1956.

ACKNOWLEDGEMENT :

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from Banks during the year under review.



For and on behalf of the Board of Directors

Place : Mumbai

Dated: 14th May, 2010 Jaidev R. Shroff Rajnikant D. Shroff