<dhhead>DIRECTORSREPORT</dhhead>
To,
The Members,
Your directors take pleasure in presenting the 16th Annual
Report on the business and operation of your Company together with the Audited Financial
Statements for the Financial Year ended March 31, 2023.
1. FINANCIAL STATEMENT
The key highlights of the Audited Financial Statement of your
Company for the financial year ended March 31, 2023 and comparison with the previous
financial year ended March 31, 2022 are summarized below:
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
1246.98 |
4554.78 |
Other Income |
3.40 |
- |
Total Revenue |
1250.39 |
4554.78 |
Less: Total Expenses |
1229.18 |
4481.12 |
Profit before Tax |
21.21 |
73.66 |
Less: Tax Expenses: |
|
|
Current Tax |
6.16 |
29.56 |
Deferred Tax |
-0.65 |
0.28 |
Profit after Tax |
15.70 |
43.82 |
Earnings Per Share (EPS): |
|
|
1. Basic EPS |
0.20 |
1.14 |
2. Diluted EPS |
0.20 |
1.14 |
2. RESULT HIGHLIGHTS
During the year under review, the Company has generated revenue
from operations of Rs. 12,46,98,997/- (Rupees Twelve Crore forty Six Lakhs Ninty Eight
Thousand Nine Hundred Ninty Seven Only) (excluding other income) and earned net profit
after tax Rs. 15,70,084/- (Rupees Fifteen Lakhs Seventy Thousand Eighty Four Only) in
comparison to the figures of the previous year of Rs. 45,54,78,000/- (Rupees Forty-Five
Crores Fifty-Four Lakhs and Seventy-Eight Thousand Only) and Rs. 43,82,000/- (Rupees
Forty-Three Lakhs and Eighty-Two Thousand Only).
3. DIVIDEND
In order to conserve the resources for business requirement,
your Board of Directors do not recommend dividend for financial year 2022-2023.
4. TRANSFER TO RESERVE
Your Directors do not propose to transfer any amount to General
Reserves for the financial year 2022- 2023.
5. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature
of the business or any activity of business of the Company.
6. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, the Company does not have any
Subsidiary, Associate Companies and Joint Ventures.
7. CHANGES IN CAPITAL STRUCTURE
Increased its Authorized Share Capital
During the year under review, after issue of bonus shares
company Increased its Authorized Share Capital from Rs.25,00,00,000 (Rupees Twenty-Five
Crores) to Rs 60,00,00,000/- (Rupees Sixty Crores Only) comprising of6,00,00,000 (Six
Crore) Equity Shares having face value of Rs.10.00/- (Rupees Ten Only) each i.e., by
creation of additional authorized capital of Rs. 35,00,00,000 (Rupees Thirty-Five Crores)
divided in to 3,50,00,000 (Three Crore Fifty lacs) Equity Shares of face value of Rs
10.00/- (Rupees Ten Only) and alteration in the Clause-V (Capital Clause) of Memorandum of
Association relating to Share Capital of the Company.
As on the 31st March, 2023 the Authorised and Paid of
Share Capital of the Company is respectively Rs. 60,00,00,000/- (Rupees Sixty Crores Only)
and Rs. 7,70,80,000/- (Rupees Seven Crore Seventy Lakhs Eighty Thousand Only).
Issue of Bonus Shares
During the year under review, the company has allotted 38,54,000
(Thirty-Eight Lakhs and Fifty-Four Thousand) equity shares having face value of Rs. 10/-
(Rupees Ten only) each aggregating to Rs. 3,85,40,000/- (Rupees Three Crores Eighty-Five
Lacs Forty Thousand only), as fully paid-up Bonus Equity Shares in the ratio of 1:1
i.e. One bonus equity Shares for every One existing equity shares. Accordingly, after the
effect of the above bonus issue the Issued and Paid-up Capital of the Company is Rs.
7,70,80,000/- (Rupees Seven Crore Seventy Lakhs Eighty Thousand Only) divided into
77,08,000 Equity Shares of Rs. 10/- each face value.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
COMPANY
There have been no material changes and commitments affecting
the financial position of the Company between the end of the financial year and date of
this report. There has been no change in the nature of business of the Company.
9) CHANGE IN REGISTERED OFFICE
During the year under review, the Company has shifted its
Registered Office from D 107, Crystal Plaza, Opposite Infinity Mall, New Link Road,
Andheri West, Mumbai 400053, Maharashtra to B-713, 7th Floor, Crystal Plaza, New Link
Road, Opposite Infinity Shopping Mall, Andheri West, Mumbai 400053, Maharashtra with
effect from September 05, 2022.
10) ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92
(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014,
the Annual Return (Form MGT-7) for the financial year 2022-2023 is available on the
companys website www.navodayenterprise.in.
11) DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. BOARD OF DIRECTORS:
As on March 31, 2023, the Board of Directors of the Company
comprises of 5 (Five) Directors, of which 4 (Four) are Non-Executive Independent Directors
& 1 (One) is Executive Directors. The constitution of the Board of the Company is in
accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as
follows:
Sr. No. Name |
Designation |
1. Mr. Anand Vasant Mode |
Managing Director |
2. Mr. Sachin Suresh Garud |
Non-Executive and Independent Director |
3. Mr. Shamshuddin Ismail Polad |
Non-Executive and Independent Director |
4. Mr. Alka Shridhar Awhad |
Non-Executive and Independent Director |
5. Mr. Akash Gajanan Thorat |
Non-Executive and Independent Director |
On the basis of the written representations received from the
Directors, none of the above directors are disqualified under Section 164 (2) of the
Companies Act, 2013 and are also not debarred by SEBI or any other Statutory authority for
holding office of a Director.
II. KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Rajatmohan Gopalmohan Sinha,
Chief Financial Officer of the Company has resigned on October 12, 2022 and Mr. Sandeep
Prabhakar Khare has been appointed as Chief Financial Officer of the Company with effect
from October 12, 2022. Further, Ms. Shubhika Ajmera, Company Secretary and Compliance
Officer of the Company has resigned from the Company and Ms. Alpi Jain has been appointed
as a Company Secretary and Compliance Officer of the Company with effect from February 27,
2023. Further, as per the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company as on March 31, 2023 were as under:
Sr. No. Name |
Designation |
1. Mr. Anand Vasant Mode |
Managing Director |
2. Mr. Sandeep Prabhakar Khare |
Chief Financial Officer |
3. Ms. Alpi Jain |
Company Secretary and Compliance Officer |
12) DECLARATION OF INDEPENDENCE
Pursuant to the provisions of Section 149, 152 of the Companies
Act, 2013, read with Schedule IV and other applicable provisions, if any, and the
Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent
Directors are appointed for a term of 5 years and are not liable to retire by rotation.
Further, the Company has received the declarations from the
Independent Directors confirming that they meet with the criteria of Independence as
prescribed under the amended provisions of Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 effective January 01, 2022 and
the same has been taken on the records of the Company in the Board meeting and there has
been no change in the circumstances affecting their status as Independent Directors of the
Company.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than
receiving the Sitting fees, Commission, if any, and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board / Committees of the Company.
13) MEETINGS OF BOARD MEETINGS
During the year under review, the Board of Directors met 9
(Nine) times, the details of which are as follows:
Sr. No. Date of the Meeting |
Number of Director Present |
1 29/04/2022 |
5/5 |
2 30/05/2022 |
4/5 |
3 05/09/2022 |
4/5 |
4 12/10/2022 |
5/5 |
5 14/11/2022 |
4/5 |
6 01/12/2022 |
4/5 |
7 04/01/2023 |
3/5 |
8 27/02/2023 |
3/5 |
9 27/032023 |
5/5 |
14) MEETING OF INDEPENDENT DIRECTOR
During the year under review, 1 (one) meeting of Independent
Directors of the Company was held on 27/03/2023.
The object of Independent Meeting was to review the performance
of Non- Independent Director and the Board as a whole including the Chairperson of the
Company. The Company assures to hold the Separate Meeting of Independent Director of the
Company as earliest possible.
15) ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013, the Board
has carried out an annual evaluation of its own performance, the directors individually,
as well as the evaluation of the working of its Committees. The Company has devised a
questionnaire to evaluate the performances of each of Executive and Independent Directors.
Such questions are prepared considering the business of the Company and the expectations
that the Board have from each of the Directors. The evaluation framework for assessing the
performance of Directors comprises of the following key areas:
a. Attendance of Board Meetings and Committee Meetings;
b. Quality of contribution to Board Deliberations;
c. Strategic perspectives or inputs regarding future growth of
the Company and its performance; d. Providing perspectives and feedback going beyond
information provided by the management.
16) COMMITTEES OF THE BOARD:
The Board of Directors of your Company have formed various
Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best
corporate governance practices, the terms of reference and the constitution of those
Committees is in compliance with the applicable laws.
In order to ensure focused attention on business and for better
governance and accountability, the Board has constituted the following committees:
I. Audit Committee;
II. Nomination and Remuneration Committee
III. Stakeholders Relationship Committee;
I. AUDIT COMMITTEE
The Constitution of the Audit Committee is as follows:
Name of the Director |
Designation |
Nature of Directorship |
Sachin Suresh Garud |
Chairman |
Non-Executive and Independent Director |
Shamshuddin Ismail Polad |
Member |
Non-Executive and Independent Director |
Alka Shridhar Awhad |
Member |
Non-Executive and Independent Director |
The Company Secretary and Compliance Officer of the Company is
the Secretary to the Audit Committee.
During the year reference, 4 (Four) meetings of Audit Committee
was held on the 30/05/2022, 05/09/2022, 14/11/2022 and 27/02/2022 respectively.
Terms & Scope of Work of Committee:
a) Oversight of our Company's financial reporting process and
the disclosure of its financial information to ensure that the financial statement is
correct, sufficient and credible;
b) Recommendation for appointment, re-appointment and
replacement, remuneration and terms of appointment of auditors of our Company;
c) Reviewing and monitoring the auditors independence and
performance and the effectiveness of audit process;
d) Approval of payment to statutory auditors for any other
services rendered by the statutory auditors;
e) Reviewing the financial statements with respect to its
unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies);
f) Reviewing, with the management, the annual financial
statements and auditor's report thereon before submission to the board for approval, with
particular reference to:
? Matters required to be included in the Director's
Responsibility Statement to be included in the Board's report in terms of clause (c) of
sub-section 3 of section 134 of the Companies Act, 2013; ? Changes, if any, in accounting
policies and practices and reasons for the same;
? accounting entries involving estimates based on the exercise
of judgment by management;
? Significant adjustments made in the financial statements
arising out of audit findings;
? Compliance with listing and other legal requirements relating
to financial statements;
? Disclosure of any related party transactions; and ? Modified
opinion(s) in the draft audit report. g) Reviewing, the quarterly financial statements
with the management before submission to the Board for approval;
h) Reviewing, with the management, the statement of uses /
application of funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
i) Approval or any subsequent modification of transactions of
our Company with related parties;
j) Scrutiny of inter-corporate loans and investments;
k) Valuation of undertakings or assets of our Company, wherever
it is necessary;
l) Evaluation of internal financial controls and risk management
systems;
m) Monitoring the end use of funds raised through public offers
and related matters;
n) Reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems;
o) Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, staffing and seniority of the
official heading the department, reporting structure coverage and frequency of internal
audit;
p) Discussion with internal auditors of any significant findings
and follow up thereon;
q) Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the matter to the Board;
r) Discussion with statutory auditors before the commencement of
the audit, about the nature and scope of audit aswell as post-audit discussion to
ascertain any area of concern;
s) To look into the reasons for substantial defaults in the
payment to the depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors;
t) To establish and review the functioning of the whistle blower
mechanism;
u) Establishing and over viewing a vigil mechanism for directors
and employees to report their genuine concerns or grievances;
v) Approval of appointment of the chief financial officer (i.e.,
the whole-time finance director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience and background,
etc. of the candidate;
w) Carrying out any other terms of reference as may be decided
by the Board or specified/ provided under the Companies Act, 2013 or the SEBI Listing
Regulations or by any other regulatory authority; and
x) reviewing the utilization of loans and/ or advances
from/investment by the and holding company in the subsidiary exceeding rupees 100 crore or
10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances /investments existing as on the date of coming into force of this provision.
y) Consider and comment on rationale, cost-benefits and impact
of schemes involving merger, demerger, amalgamation etc., on the listed entity and its
shareholders.
z) Review of (1) management discussion and analysis of financial
condition and results of operations; (2) statement of significant related party
transactions (as defined by the audit committee), submitted by management; (3) management
letters / letters of internal control weaknesses issued by the statutory auditors;
(4) internal audit reports relating to internal control
weaknesses; (5) the appointment, removal and terms of remuneration of the chief internal
auditor shall be subject to review by the audit committee; (6) statement of deviations
including (a) quarterly statement of deviation(s) including report of monitoring agency,
if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI
Listing Regulations; (b) annual statement of funds utilized for purposes other than those
stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI
Listing Regulations.
II. NOMINATION AND REMUNERATION COMMITTEE:
The Constitution of Nomination and Remuneration Committee is as
follows;
Name of the Director |
Designation |
s="MsoNormal" align="center"
style="margin-top:3.0pt;margin-right:0in;
margin-bottom:3.0pt;margin-left:0in;text-align:center;mso-pagination:none">Nature of Directorship |
Alka Shridhar Awhad |
Chairman |
Non-Executive and Independent Director |
Shamshuddin Ismail Polad |
Member |
Non-Executive and Independent Director |
Sachin Suresh Garud |
Member |
Non-Executive and Independent Director |
During the year, 3 (Three) meetings of the Nomination and
Remuneration Committee meeting were held on 29/04/2022, 05/09/2022 and 12/10/2022
respectively.
Terms & Scope of Work of Committee:
a) identify persons who are qualified to become directors and
who may be appointed in senior management in accordance with the criteria laid down,
recommend to the Board their appointment and removal and shall carryout evaluation of
every directors performance;
b) formulate the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the Board a policy,
relating to the remuneration for the directors, key managerial personnel another employees
c) while formulating the policy under (b) above, ensure that
? the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required to run the
Company successfully;
? Relationship of remuneration to performance is clear and
meets appropriate performance benchmarks; and
? remuneration to directors, key managerial personnel and
senior management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the company and its goals:
d) such other functions / activities as may be assigned /
delegated from time to time by the Board of Directors of the Company and/or pursuant to
the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent
applicable from time to time to the Company.
e) formulation of criteria for evaluation of performance of
independent directors and the board of directors;
f) devising a policy on diversity of board of directors;
g) identifying persons who are qualified to become directors and
who may be appointed in senior management in accordance with the criteria laid down, and
recommend to the board of directors their appointment and removal. Whether to extend or
continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.
h) Recommend to the board, all remuneration, in whatever form,
payable to senior management.
The Board has framed a policy for selection and appointment of
Directors, Senior Management and their remuneration. The details of this Policy are given
in Annexure III to this Report.
III.STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Constitution of Stakeholders relationship Committee is as
follows:
Name of the Director |
Designation |
Nature of Directorship |
Sachin Suresh Garud |
Chairman |
Non-Executive and Independent Director |
Shamshuddin Ismail Polad |
Member |
Non-Executive and Independent Director |
Alka Shridhar Awhad |
Member |
Non-Executive and Independent Director |
During the year under review, 2 (Two) meetings of Stakeholders
Relationship Committee were held on 05/09/2022 and 12/10/2022.
Terms & Scope of Work of Committee:
a) Resolving the grievances of the security holders of the
listed entity including complaints related to transfer/transmission of shares, non-receipt
of annual report, non-receipt of declared dividends, issue of new/duplicate certificates,
general meetings etc.
b) Review of measures taken for effective exercise of voting
rights by shareholders.
c) Review of adherence to the service standards adopted by the
listed entity in respect of various services being rendered by the Registrar & Share
Transfer Agent.
d) Review of the various measures and initiatives taken by the
listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt
of dividend warrants/annual reports/statutory notices by the shareholders of the company.
17) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has practice of conducting familiarization Programme
for Independent Directors of the Company.
Every new independent director of the Board attended an
orientation program. To familiarize the new inductees with the strategy, operations and
functions of our Company, the executive directors/senior managerial personnel make
presentations to the inductees about the Company's strategy, operations, product and
service offerings, markets, software delivery, organization structure, finance, human
resources, technology, quality, facilities and risk management.
The Company has organized the following workshops for the
benefit of Directors and Independent Directors: a program on how to review, verify and
study the financial reports; a program on Corporate Governance; provisions under the
Companies Act, 2013; and SEBI Insider Trading
Regulation, 2015.
Further, at the time of appointment of an independent director,
the Company issues a formal letter of appointment outlining his/ her role, functions,
duties and responsibilities as a Director.
18) DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) read with Section 134(5) of the
Act, on the basis of information placed before them, the Directors state that:
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;
b. appropriate accounting policies have been selected and
applied consistently, and the judgments and estimates that have been made 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, 2023 and of the Profit of the Company for the said period;
c. proper and sufficient care has been taken for the 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 fraud and other
irregularities;
d. the annual accounts have been prepared on a going concern
basis;
e. the internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;
19) AUDITORS & REPORT OF THE AUDITORS
Statutory Audit
In terms of section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Choudhary Choudhary & Co. Chartered
Accountant, (Firm Registration No. 002910C) was appointed as the statutory auditors of the
Company to hold office for one term of 5 years commencing from conclusion of the 14th
Annual General Meeting till the conclusion of the 19th Annual General Meeting of the
Company.
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. Choudhary Choudhary &Co., Chartered Accountants (FRN:
002910C), Statutory Auditors, in their Report on the accounts of the Company for the year
under review. The observations made by them in their Report are self- explanatory and do
not call for any further clarifications from the Board.
Secretarial Audit
Pursuant to Section 204 read with Section 134(3) of the
Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Board of Directors of the Company has appointed M/s. Brajesh Gupta
& Co., Practicing Company Secretary; to undertake the Secretarial Audit of the Company
for the Financial Year 2022-23. The Secretarial Audit Report in the prescribed Form No.
MR-3 is attached as Annexure I and forms a part of this Report.
Secretarial audit report except what have been specifically
mentioned the Report which is self- explanatory following qualifications, reservations or
adverse remarks or disclaimers made by Secretarial Auditors:
1. The Company has not filed Forms for appointment and
change designation as Managing Director w. e. f. 01/07/2020 of Mr. Anand Mode.
2. The company has not filed Form ADT -1 for
appointment of M/s. Choudhary Choudhary & Co. for period of 5 years from the
conclusion of 14 Annual General Meeting to 19th Annual General Meeting to ROC.
3. The Company has not filed form Dir-12 for
regularization of Mr. Anand Mode as Director.
4. The Company has not filed form DIR-12 for
Resignation of Mr. Rajatmohan Gopalmohan Sinha as CFO of the Company.
5. The Company has filed form AOC -4 XBRL for the
financial year 2021-2022 with additional filing fee.
6. The Company has not filed MGT 7 for the financial
year 2021-2022.
Management Response:
With reference to the non-filings of E-forms related 2020 there
was issues of Covid-19 and therefore the e-forms filing which was given to the
professional for filing but he did not file it due to unavoidable circumstances in his
family and company came to know about it at the time when this observation given by
secretarial auditors, the management of the company has given instructions to the
Secretarial Department to complete the fillings. Your Board and management ensure that the
company will be regular in filing and compliances.
Internal Auditor
The Company has robust internal audit system for assessment of
audit findings and its mitigation. The Internal Audit function covers all the labs,
inventory audit, stock takes, audit for project related accounts, corporate accounts etc.
Pursuant to the provisions of Section 138 of the Companies Act,
2013 and the Companies (Accounts) Rules, 2014,and on the recommendation of the Audit
Committee, Monika Jain, Chartered Accountant, were appointed by the Board of Directors to
conduct internal audit reviews of the Company and the Internal Auditor directly reports to
the Audit Committee for functional matters.
The Audit Committee in its quarterly meetings reviews the
internal audit and controls reports. The Companys internal controls are commensurate
with the size and operations of the business. Continuous internal monitoring mechanism
ensures timely identification and redressal of issues.
20) COST AUDITORS
During the year under review, the provisions of the Section 148
of the Companies Act, 2013, are not applicable to the Company. Hence, the company does not
require to appoint the Cost Auditor.
21) INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors have not
reported any fraud under Section 143 (12) of the Companies Act, 2013.
22) INTERNAL FINANCIAL CONTROL SYSTEM
Your Company has an internal financial control system
commensurate with the size, scale and complexity of its operations. The Audit Committee
has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. The Audit Committee has a process for timely check for compliance
with the operating systems, accounting procedures and policies. Major risks identified by
the businesses and functions are systematically addressed through mitigating action on
continuing basis.
23) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures
Requirements), Regulations, 2015 is presented in a separate section and forms part of the
Annual Report of the Company.
24) CORPORATE GOVERNANCE
As per the Guideline and direction of the SEBI & Stock
Exchange accordingly the company has been adhering to the directions and guideline, as
required and if applicable on the Companies size and type as per Regulations 15 of SEBI
(LODR), Regulation,2015 the Corporate Governance is not applicable on SME Listed
Companies.
25) PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS
The details of Loans given, Investments made and guarantees
given and securities provided under the Section 186 of the Companies Act, 2013 have been
provided in the notes to the Financial Statements.
26) CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the provisions of Section 135 of
the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, are not applicable to the Company.
27) DEPOSITS
During the year under review, your Company has neither accepted
nor renewed any deposits from public within the meaning of Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Further, the Company
has not accepted any deposit or loans in contravention of the provisions of the Chapter V
of the Companies Act, 2013 and the Rules made there under.
28) PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 an arms length basis. During the year, the Company had not entered
into any contract / arrangement / transaction with related parties which could be
considered material in accordance with the policy of the Company on materiality of related
party transactions. Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable. Attention
of the members is drawn to the disclosures of transactions with the related parties is set
out in Notes to Accounts forming part of the financial statement.
29) RISKS MANAGEMENT AND AREA OF CONCERN
The Company has laid down a well-defined Risk Management Policy
covering the risk mapping, trend analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried out to identify, evaluate, manage
and monitoring of both business and non- business risk. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly
defined framework.
Although, market conditions are likely to remain competitive,
future success will depend upon offering improved products through technology innovation
and productivity. The Company continues to invest in these areas.
The Company has the risk management and internal control
framework in place commensurate with the size of the Company. However, Company is trying
to strengthen the same. The details of the risks faced by the Company and the mitigation
thereof are discussed in detail in the Management Discussion and Analysis report that
forms part ofthe Annual Report.
30) PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and
employees as required under Section 197 of the Companies Act and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 has been
appended as Annexure IV to this Report. There were no such employees of the Company for
which the information required to be disclosed pursuant to Section 197 of the Companies
Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
31) CEO/CFO CERTIFICATION
The Chief Executive Officer and Chief Financial Officer
Certification as required under Regulation 17(8) read with Part B of Schedule II of the
SEBI(LODR) Regulation, 2015 not applicable on the Company as the Company is listed on the
SME platform and the exemption is granted to the Companies listed on the SME platform
under Regulation 15(2) of SEBI (LODR), Regulations, 2015.
32) INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of
Insider Trading with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre- clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the Directors and
the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code. Further the Directors and all the
designated persons have confirmed that they have adhere to the code.
33) STATUTORY DISCLOSURES
The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with the Rule 8(3) of The Companies (Accounts) Rules, 2014 is as follows:
A CONSERVATION OF ENERGY |
|
i) Steps taken or impact on conservation of energy |
Your Company accords highest priority to energy conservation and
is committed for energy conservation measures including regular review of energy
consumption and effective control on utilisation of energy. The Company has designed its
facilities keeping in view the objective of minimum energy loss. The Company has taken all
steps to conserve Energy in the work places by educating and training the employees to
conserve energy. |
|
The Company has installed invertor AC in areas which are
operating extended hours. Energy saving LED lights are installed at various laboratories
and collection centers. |
ii) Steps taken by the Company for utilising alternate sources
of energy |
The Company being in the service industry does not have any
power generation units and did not produce/generate any renewable or conventional power |
iii) Capital investment on energy conservation equipment |
The Capital investment on energy conservation equipment is
insignificant |
B TECHNOLOGY ABSORPTION |
|
i) Efforts made towards technology absorption |
The Company being in Service Sector has adopted all new
technology in terms of new software and hardware and latest machinery with automated
processes available in the current Techno-environment and commensurate to the size, scale
and complexity of its operations. |
ii) Benefits derived from technology absorption |
Technology absorption has helped the Company to provide better
and more accurate service to the Customers. |
iii) Details of Imported technology (last three years) |
|
- Details of technology imported |
Nil |
- Year of Import |
N.A. |
- Whether technology being fully absorbed |
N.A. |
- If not fully absorbed, areas where Absorption has not
taken place and reasons thereof |
N.A. |
iv) Expenditure incurred on Research and development |
Nil |
C FOREIGN EXCHANGE EARNINGS AND OUTGO (in Lakhs) |
|
i) Foreign Exchange inflow |
Nil |
ii) Foreign Exchange outflow |
Nil |
34) VIGIL MECHANISM/ WHISTLE BLOWER
The Company has a Whistle Blower Policy in line with the
provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil
mechanism for directors and employees to report their genuine concerns actual or suspected
fraud or violation of the Companys code of conduct. The said mechanism also provides
for adequate safeguards against victimization of the persons who use such mechanism and
makes provision for direct access to the chairperson of the Audit Committee. We confirm
that during the financial year 2022-23, no employee of the Company was denied access to
the Audit Committee. The said Whistle Blower Policy is available on the website of the
Company at www.navodayenterprise.in.
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day-to-day
business operations of the company. The Company believes in Zero Tolerance
against bribery, corruption and unethical dealings / behaviors of any form and the Board
has laid down the directives to counter such acts. The Code has been posted on the
Company's website www.navodayenterprise.in.
The Code lays down the standard procedure of business conduct
which is expected to be followed by the Directors and the designated employees in their
business dealings and in particular on matters relating to integrity in the work place, in
business practices and in dealing with stakeholders. The Code gives guidance through
examples on the expected behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management Personnel have
confirmed compliance with the Code. All Management Staff were given appropriate training
in this regard.
Your Company is committed to creating and maintaining an
atmosphere in which employees can work together, without fear of sexual harassment,
exploitation and intimidation. Accordingly, the Company has in place an Anti- Sexual
Harassment Policy in line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints
Committee(ICC) was set up to redress complaints received regarding sexual harassment. All
employees (Permanent, Contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints
received and disposed of during the year:
No. of Complaints received |
Nil |
No. of Complaints disposed off |
Nil |
35) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS
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.
36) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016.
There are no application made during the financial year 2022-23
by or against the company and there are no proceedings pending under the Insolvency and
Bankruptcy Code, 2016.
37) COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and the Company complies with all the applicable provisions of the same during the
year under review.
38) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time
settlement of Loans taken from Banks and Financial Institutions.
39) ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation and
sincere thanks to the State Governments, Government agencies, Banks & Financial
Institutions, customers, shareholders, vendors and other related organizations, who
through their continued support and co- operation have helped, as partners in your Companys
progress. Your Directors, also acknowledge the hard work, dedication and Commitment of the
employees.
For and on behalf of the Board of Directors |
ForNavoday Enterprises Limited |
Sd/- |
Anand Mode Vasant |
Managing Director |
DIN: 07841998 |
Date:31/07/2023 |
Place: Mumbai |
Sd/- |
Akash Gajanan Thorat |
Director |
DIN: 08794854 |
|