Nivaka Fashions : CORPORATE GOVERNANCE REPORT FOR QUARTER ENDED MARCH 2024

General information about company
Scrip code	542206
NSE Symbol
MSEI Symbol	NIVAKA
ISIN	INE139E01028
Name of the entity	NIVAKA FASHIONS LIMITED
Date of start of financial year	01-04-2023
Date of end of financial year	31-03-2024
Reporting Quarter	Yearly
Date of Report	31-03-2024
Risk management committee	Not Applicable
Market Capitalisation as per immediate previous Financial Year	Any other

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

				Whether the listed entity has a Regular Chairperson	Yes
					Whether Chairperson is related to MD or CEO	Yes
Sr	Title (Mr	Name of the Director	PAN	DIN	Category 1 of directors	Category 2 of	Category 3 of	Date of
/ Ms)	directors	directors	Birth
1	Mr	Bhavin Shantilal Jain	AFKPJ2879M	00741604	Executive Director	Chairperson	MD	23-12-
1984
2	Mr	Mitesh Thakkar	AEPPT6688C	06994888	Executive Director	Not Applicable		06-01-
	1989
3	Mr	Priyesh Shantilal Jain	AEEPJ5584J	00741595	Non-Executive - Non	Not Applicable		08-12-
Independent Director		1982
4	Mr	Dinesh Jamnadas Shah	ACSPS5430L	02377709	Non-Executive -	Not Applicable		08-02-
Independent Director		1954
5	Mr	Suman Kumar Verma	ALYPV4858N	07385067	Non-Executive -	Not Applicable		17-08-
Independent Director		1973
6	Mrs	GAYATHRI MUTTUR	AJOPG4820F	06742638	Non-Executive -	Not Applicable		17-08-
NAGARAJ	Independent Director		1983

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

Sr	Whether the director is disqualified?	Start Date of disqualification	End Date of disqualification	Details of disqualification	Current status
1	No
2	No
3	No
4	No
5	No
6	No

I. Composition of Board of Directors

								No of		No of post of
								Number of	Chairperson
							No of	Independent
							memberships	in Audit/
							Directorship	Directorship
	Whether						in Audit/	Stakeholder
						in listed	in listed
	special						Stakeholder	Committee
					Tenure	entities	entities
	resolution	Date of				Committee(s)	held in listed	Notes for	Notes for
	Initial Date			of	including this	including this
	passed?	passing	Date of Re-	Date of	including this	entities	not	not
Sr	of	director	listed entity	listed entity
[Refer Reg.	special	appointment	cessation	listed entity	including this	providing	providing
	appointment	(in	(Refer	[with
	17(1A) of	resolution				months)	Regulation	reference to	(Refer	listed entity	PAN	DIN
	Listing					Regulation	(Refer
						17A of	proviso to
	Regulations]						26(1) of	Regulation
						Listing	regulation
							Listing	26(1) of
							Regulations)	17A(1) &
							Regulations)	Listing
								17A(2)]
									Regulations)
1	NA		23-06-	13-06-		117	2	0	3	0
	2014	2019
2	NA		05-09-	05-09-		19	1	0	0	0
	2022	2022
3	NA		24-02-	13-06-		121	1	0	2	0
	2014	2019
4	NA		23-06-	30-09-		117	2	2	2	1
	2014	2014
5	NA		07-09-	07-09-		7	3	3	5	1
	2023	2023
6	NA		13-08-	13-08-		19	5	5	6	3
	2022	2022

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson

Yes

Sr

DIN

Name of Committee

Category 1 of directors

Category 2 of

Date of

Date of

Remarks

Number

members

directors

Appointment

Cessation

1

07385067

Suman Kumar Verma

Non-Executive - Independent

Chairperson

07-09-2023

Director

2

02377709

Dinesh Jamnadas

Non-Executive - Independent

Member

30-09-2014

Shah

Director

3

00741595

Priyesh Shantilal Jain

Non-Executive - Non

Member

30-09-2014

Independent Director

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson

Yes

Sr

DIN

Name of Committee

Category 1 of directors

Category 2 of

Date of

Date of

Remarks

Number

members

directors

Appointment

Cessation

1

06742638

GAYATHRI MUTTUR

Non-Executive -

Chairperson

05-09-2022

NAGARAJ

Independent Director

2

00741595

Priyesh Shantilal Jain

Non-Executive - Non

Member

30-09-2014

Independent Director

3

07385067

Suman Kumar Verma

Non-Executive -

Member

07-09-2023

Independent Director

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson

Yes

Sr

DIN

Name of Committee

Category 1 of directors

Category 2 of

Date of

Date of

Remarks

Number

members

directors

Appointment

Cessation

1

02377709

Dinesh Jamnadas

Non-Executive - Independent

Chairperson

30-09-2014

Shah

Director

2

00741595

Priyesh Shantilal Jain

Non-Executive - Non

Member

30-09-2014

Independent Director

3

00741604

Bhavin Shantilal Jain

Executive Director

Member

30-09-2014

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson

Sr

DIN

Name of Committee

Category 1 of

Category 2 of

Date of

Date of

Remarks

Number

members

directors

directors

Appointment

Cessation

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson

Sr

DIN

Name of Committee

Category 1 of

Category 2 of

Date of

Date of

Remarks

Number

members

directors

directors

Appointment

Cessation

Other Committee

Sr

DIN Number

Name of Committee members

Name of other committee

Category 1 of directors

Category 2 of directors

Remarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting

of board of directors

explanatory

Date(s) of

Date(s) of

Number of

No. of

Maximum gap

Notes for

Whether

Total Number

Directors present*

meeting (if

meeting (if

Independent

between any two

not

requirement of

of Directors

(All directors

Sr

any) in the

any) in the

Directors

consecutive (in

providing

Quorum met

as on date of

including

previous

current

attending the

number of days)

Date

(Yes/No)

the meeting

Independent

quarter

quarter

meeting*

Director)

1

06-11-2023

Yes

6

5

2

2

10-02-2024

95

Yes

6

5

2

Annexure 1

IV. Meeting of Committees

		Disclosure of notes on meeting of committees explanatory
		Date(s) of					Total			No. of
		meeting	Maximum				Number of	No. of	members
					Number of
		(Enter dates	gap			Whether	Directors	attending
			Reson for	Directors	Independent
	Name of	of Previous	between	Name of	requirement	Present (All	the
Sr	quarter and	any two	other	not	of Quorum	in the	Directors	Directors	meeting
Committee	providing	Committee	attending
	Current	consecutive	committee	met	including	(other
		quarter in	(in number		date	(Yes/No)	as on date	Independent	the	than
				of the	meeting*
		chronological	of days)				Director)	Board of
					meeting
		order)							Directors)
1	Audit	06-11-2023				Yes	3	3	2	0
Committee
2	Audit	10-02-2024	95			Yes	3	3	2	0
Committee
	Stakeholders
3	Relationship	23-03-2024				Yes	3	3	1	0
	Committee

Annexure 1

V. Related Party Transactions

Sr	Subject	Compliance status	If status is �No�details of non-
(Yes/No/NA)	compliance may be given here.
1	Whether prior approval of audit committee obtained	Yes
2	Whether shareholder approval obtained for material RPT	NA
3	Whether details of RPT entered into pursuant to omnibus approval	Yes
have been reviewed by Audit Committee

Annexure 1

VI. Affirmations

Sr	Subject	Compliance status
(Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements)	Yes
Regulations, 2015
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure	Yes
requirements) Regulations, 2015 a. Audit Committee
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure	Yes
requirements) Regulations, 2015. b. Nomination & remuneration committee
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure	Yes
requirements) Regulations, 2015. c. Stakeholders relationship committee
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure	NA
requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI	Yes
(Listing obligations and disclosure requirements) Regulations, 2015.
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified	Yes
	in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	Yes

		Annexure 1
Sr	Subject		Compliance status
1	Name of signatory		Mr. Bhavin Jain
2	Designation		Managing Director

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Sr	Item	Compliance status	If status is �No�details of	Web address
non-compliance may be
(Yes/No/NA)
		given here.
1	Details of business	Yes		https://www.ninecolours.com/
2	Terms and conditions of appointment of independent	Yes		https://www.ninecolours.com/
	directors
3	Composition of various committees of board of	Yes		https://www.ninecolours.com/
directors
4	Code of conduct of board of directors and senior	Yes		https://www.ninecolours.com/
management personnel
5	Details of establishment of vigil mechanism/	Yes		https://www.ninecolours.com/
Whistle Blower policy
6	Criteria of making payments to non-executive	Yes		https://www.ninecolours.com/
directors
7	Policy on dealing with related party transactions	Yes		https://www.ninecolours.com/
8	Policy for determining �material�subsidiaries	Yes		https://www.ninecolours.com/
9	Details of familiarization programmes imparted to	Yes		https://www.ninecolours.com/
independent directors
10	Email address for grievance redressal and other	Yes		https://www.ninecolours.com/
relevant details
	Contact information of the designated officials of
11	the listed entity who are responsible for assisting	Yes		https://www.ninecolours.com/
	and handling investor grievances
12	Financial results	Yes		https://www.ninecolours.com/
13	Shareholding pattern	Yes		https://www.ninecolours.com/
14	Details of agreements entered into with the media	NA
companies and/or their associates

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

		Compliance	If status is �No�details
Sr	Item	status	of non-compliance	Web address
		(Yes/No/NA)	may be given here.
	Schedule of analyst or institutional investor meet and
15.1	presentations made by the listed entity to analysts or	NA
institutional investors simultaneously with submission
	to stock exchange
15.2	Audio or video recordings and transcripts of post	Yes		https://www.ninecolours.com/
earnings/quarterly calls
16	New name and the old name of the listed entity	Yes		https://www.ninecolours.com/
17	Advertisements as per regulation 47 (1)	Yes		https://www.ninecolours.com/
18	Credit rating or revision in credit rating obtained	NA
19	Separate audited financial statements of each subsidiary	NA
of the listed entity in respect of a relevant financial year
20	Secretarial Compliance Report	Yes		https://www.ninecolours.com/
21	Materiality Policy as per Regulation 30 (4)	Yes		https://www.ninecolours.com/
	Disclosure of contact details of KMP who are
22	authorized for the purpose of determining materiality as	Yes		https://www.ninecolours.com/
	required under regulation 30(5)
23	Disclosures under regulation 30(8)	Yes		https://www.ninecolours.com/
24	Statements of deviation(s) or variations(s) as specified	Yes		https://www.ninecolours.com/
in regulation 32
25	Dividend Distribution policy as per Regulation 43A(1)	Yes		https://www.ninecolours.com/
26	Annual return as provided under section 92 of the	Yes		https://www.ninecolours.com/
Companies Act, 2013
27	Confirmation that the above disclosures are in a separate	Yes		https://www.ninecolours.com/
	section as specified in regulation 46(2)
	Compliance with regulation 46(3) with respect to
28	accuracy of disclosures on the website and timely	Yes		https://www.ninecolours.com/
	updating

Annexure II

II. Annual Affirmations

Sr	Particulars	Regulation Number	Compliance status	If status is �No�details of non-
compliance may be given
(Yes/No/NA)
			here.
1	Independent director(s) have been appointed in terms	16(1)(b) & 25(6)	Yes
of specified criteria of �independence�and/or �eligibility�
		17(1), 17(1A) &
2	Board composition	17(1C), 17(1D) &	Yes
		17(1E)
3	Meeting of Board of directors	17(2)	Yes
4	Quorum of Board meeting	17(2A)	Yes
5	Review of Compliance Reports	17(3)	Yes
6	Plans for orderly succession for appointments	17(4)	Yes
7	Code of Conduct	17(5)	Yes
8	Fees/compensation	17(6)	Yes
9	Minimum Information	17(7)	Yes
10	Compliance Certificate	17(8)	Yes

Annexure II

II. Annual Affirmations

Sr	Particulars	Regulation	Compliance status	If status is �No�details of non-
Number	(Yes/No/NA)	compliance may be given here.
11	Risk Assessment & Management	17(9)	Yes
12	Performance Evaluation of Independent Directors	17(10)	Yes
13	Recommendation of Board	17(11)	Yes
14	Maximum number of Directorships	17A	Yes
15	Composition of Audit Committee	18(1)	Yes
16	Meeting of Audit Committee	18(2)	Yes
17	Role of Audit Committee and information to be	18(3)	Yes
reviewed by the audit committee
18	Composition of nomination & remuneration	19(1) & (2)	Yes
committee
19	Quorum of Nomination and Remuneration	19(2A)	Yes
Committee meeting
20	Meeting of Nomination and Remuneration	19(3A)	Yes
Committee

Annexure II

II. Annual Affirmations

Sr	Particulars	Regulation Number	Compliance status	If status is �No�details of non-compliance
			(Yes/No/NA)	may be given here.
21	Role of Nomination and Remuneration	19(4)	Yes
Committee
22	Composition of Stakeholder Relationship	20(1), 20(2) &	Yes
Committee	20(2A)
23	Meeting of Stakeholders Relationship	20(3A)	Yes
Committee
24	Role of Stakeholders Relationship	20(4)	Yes
Committee
25	Composition and role of risk management	21(1),(2),(3),(4)	NA
committee
26	Meeting of Risk Management Committee	21(3A)	NA
27	Quorum of Risk Management Committee	21(3B)	NA
meeting
28	Gap between the meetings of the Risk	21(3C)	NA
Management Committee
29	Vigil Mechanism	22	Yes
30	Policy for related party Transaction	23(1), (1A), (5),	Yes
(6), & (8)

Annexure II

II. Annual Affirmations

Sr	Particulars	Regulation	Compliance status	If status is �No�details of non-
Number	(Yes/No/NA)	compliance may be given here.
31	Prior or Omnibus approval of Audit Committee for all	23(2), (3)	Yes
related party transactions
32	Approval for material related party transactions	23(4)	Yes
33	Disclosure of related party transactions on consolidated	23(9)	Yes
basis
34	Composition of Board of Directors of unlisted material	24(1)	NA
Subsidiary
35	Other Corporate Governance requirements with respect to	24(2),(3),(4),	NA
subsidiary of listed entity	(5) & (6)
36	Alternate Director to Independent Director	25(1)	NA
37	Maximum Tenure	25(2)	Yes
	Appointment, Re-appointment or removal of an Independent
38	Director through special resolution or the alternate	25(2A)	Yes
	mechanism
39	Meeting of independent directors	25(3) & (4)	Yes
40	Familiarization of independent directors	25(7)	Yes

Annexure II

II. Annual Affirmations

Sr	Particulars	Regulation	Compliance status	If status is �No�details of non-
compliance may be given
Number	(Yes/No/NA)
		here.
41	Declaration from Independent Director	25(8) & (9)	Yes
42	Directors and Officers insurance	25(10)	NA
43	Confirmation with respect to appointment of Independent	25(11)	Yes
Directors who resigned from the listed entity
44	Memberships in Committees	26(1)	Yes
	Affirmation with compliance to code of conduct from
45	members of Board of Directors and Senior management	26(3)	Yes
	personnel
46	Disclosure of Shareholding by Non-Executive Directors	26(4)	Yes
47	Policy with respect to Obligations of directors and senior	26(2) & 26(5)	Yes
management
	Approval of the Board and shareholders for compensation or
48	profit sharing in connection with dealings in the securities of	26(6)	Yes
	the listed entity
49	Vacancies in respect Key Managerial Personnel	26A(1) &	Yes
26A(2)
	Any other information to be provided - Add Notes

Annexure II

1

2

Name of signatory	Mr. Bhavin Jain
Designation	Managing Director

Annexure II

III. Affirmations

Sr	Particulars	Compliance status
(Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements	No
with respect to subsidiary of Listed Entity have been complied
	Any other information to be provided

Annexure II

1

2

Name of signatory	Mr. Bhavin jain
Designation	Managing Director

Additional Half yearly Disclosure

Applicability of disclosure	Applicable
Reason for Non Applicability	Textual Information(1)
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
	Aggregate amount advanced during six	Balance
Entity	outstanding at the
	months	end of six months
Promoter or any other entity controlled by them	13922000	22265345
Promoter Group or any other entity controlled by	0	0
them
Directors (including relatives) or any other entity	0	0
controlled by them
KMPs or any other entity controlled by them	0	0

(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or
indirectly, in connection with any loan(s) or any other form of debt availed By		Balance outstanding at
		Aggregate amount
Entity	Type (guarantee, comfort letter etc.)		the end of six
of issuance during		months(taking into
		six months
			account any invocation)
Promoter or any other entity controlled by them	N.A	0		0
Promoter Group or any other entity controlled by	N.A	0		0
them
Directors (including relatives) or any other entity	N.A	0		0
controlled by them
KMPs or any other entity controlled by them	N.A	0		0

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any
other form of debt availed by		Aggregate value of		Balance outstanding at
Entity	Type of security (cash, shares etc.)
security provided		the end of six months
		during six months
Promoter or any other entity controlled by them	N.A	0		0
Promoter Group or any other entity controlled by	N.A	0		0
them
Directors (including relatives) or any other entity	N.A	0		0
controlled by them
KMPs or any other entity controlled by them	N.A	0		0
(D) Additional Information				Textual Information(2)
II. Affirmations
Affirmations		Compliance Status		Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or
securities in connection with any loan(s) (or other form of debt) given directly or
indirectly by the listed entity to promoter(s), promoter group, director(s) (including their	Yes		Textual Information(3)
relatives), key managerial personnel (including their relatives) or any entity controlled by
them are in the economic interest of the company.
Name	Mr. Mitesh Thakkar
Designation	CFO
Place	MUMBAI
Date	20-04-2024
Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of	No
data or documents during the quarter

Signatory Details

Name of signatory

Designation of person

Place

Date

Mr. Bhavin Jain

Managing Director

MUMBAI

20-04-2024