To,
The Members,
Your directors take pleasure in presenting the 17th Annual Report on the
business and operation of your Company together with the Audited Financial Statements for
the Financial Year ended March 31, 2024.
1. FINANCIAL STATEMENT
The key highlights of the Audited Financial Statement of your Company for the financial
year ended March 31, 2024 and comparison with the previous financial year ended March 31,
2023 are summarized below:
Particulars |
2023-24 |
2022-23 |
Revenue from Operations |
1140.59 |
1246.98 |
Other Income |
- |
3.40 |
Total Revenue |
1140.59 |
1250.39 |
Less: Total Expenses |
1101.41 |
1229.18 |
Profit before Tax |
39.17 |
21.21 |
Less: Tax Expenses: |
|
|
Current Tax |
11.26 |
6.16 |
Deferred Tax |
-1.08 |
-0.65 |
Profit after Tax |
28.99 |
15.70 |
Earnings Per Share (EPS): |
|
|
1. Basic EPS |
0.04 |
0.02 |
2. Diluted EPS |
0.04 |
0.02 |
2. RESULT HIGHLIGHTS
During the year under review, the Company has generated revenue from operations of
Rs.11,40,59,491/- (Rupees Eleven Crore forty Lakhs Fifty Nine Thousand Four Hundred Ninety
One Only) (excluding other income) and earned net profit after tax Rs.28,99,239/- (Rupees
Twenty Eight Lakhs Ninety Nine Thousand Two Hundred Thirty Nine Only) in comparison to the
figures of the previous year of Rs.12,50,39,476/- (Rupees Twelve Crore Fifty Lakhs Thirty
Nine Thousand Four Hundred Seventy Six Only) and Rs.15,70,084/- (Rupees Fifteen Lakhs
Seventy Thousand Eighty four Only).
3. DIVIDEND
In order to conserve the resources for business requirement, your Board of Directors do
not recommend dividend for financial year 2023-2024.
4. TRANSFER TO RESERVE
Your Directors do not propose to transfer any amount to General Reserves for the
financial year 2023- 2024.
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
During the year under review, No changes was made in Capital Structure of the Company
for the financial year 20232024.
Issue of Equity Shares of the Company on Preferential Basis for Consideration in Cash
During the year under review, the Board and Member of the company approve the matter of
issue of 1,72,00,000 equity shares of the Company of face value of Rs. 10/- each
("Equity Shares"), in dematerialized form, on Preferential allotment basis, to
non- promoters at a price of Rs. 11/-(including premium of Rs. 1.00/-) as determined in
accordance with Regulation 164 read with 166A of SEBI ICDR Regulations, to the following
persons, for consideration in cash, total consideration of Rs. 18,92,00,000/- (Rupees
Eighteen Crores Ninety Two Lakhs Only).
However due to some reason the BSE rejected the In-principle application.
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 proposed to shifted its Registered Office
from B-713, 7th Floor, Crystal Plaza New Link Road Opposite Infinity Shopping Mall,
Andheri West Mumbai MH 400053 IN to Shop No. F222, B Wing, 1st Floor, Express Zone Mall,
Opp Adani Electricity, Off W E Highway, Goregaon East, Mumbai 400063.
However, due to legality of premises / ownership issue, later on board decided to
continue with existing Registered Office B-713, 7th Floor, Crystal Plaza New Link Road
Opposite Infinity Shopping Mall, Andheri West Mumbai MH 400053 IN only.
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 2023-2024 is available on the company's website
www.navodayenterprise.in.
11) DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. BOARD OF DIRECTORS:
As on March 31, 2024, the Board of Directors of the Company comprises of 6 (Six)
Directors, of which 4 (Four) are Non-Executive Independent Directors & 2 (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 |
6. Mr. Ashish Amrutlal Shah |
Executive 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
As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial
Personnel of the Company as on March 31, 2024 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 INDEPENDEN CE
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 January 01, 2022 and the same has been takenon 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 7 (Seven) times, the details
of which are as follows:
Sr. No. |
Date of the Meeting |
Number of Director Present |
1 |
30/05/2023 |
5/5 |
2 |
22/07/2023 |
5/5 |
3 |
31/07/2023 |
5/5 |
4 |
22/08/2023 |
5/5 |
5 |
01/09/2023 |
6/6 |
6 |
11/11/2023 |
6/6 |
7 |
15/02/2024 |
6/6 |
14) MEETING OF INDEPENDENT DIRECTOR
During the year under review, 1 (one) meeting of Independent Directors of the Company
was held on 27/03/2024.
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, 3 (Three) meetings of Audit Committee was held on the
30/05/2023, 31/07/2023 and
11/11/2023 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 auditor's 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 as well aspost-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 thanthose 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 |
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 30/05/2023, 31/07/2023 and 22/08/2023 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 director's 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 and other 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 Stakeholder's Relationship Committee
were held on 31/07/2023 and 15/02/2024.
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 thecompany.
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: aprogram 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) DIRECTORS' RESPONSIBILITY 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,
2024 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 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/
qualifications 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
2023-24 and 2024-25. 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 Form ADT -1 for appointment of M/s. Choudhary Choudhary
& Co. Statutory Auditor for period of 5years from the conclusion of 14th
Annual General Meeting to 19h Annual General Meeting to ROC.
2. The Company has filed form AOC -4 XBRL for the financial year 2023-2024 with
additional filing fee.
3. The Company has filed MGT 7 for the financial year 2023-2024 with additional fee.
4. Some of the E-Forms filed with additional fees during the F.Y. 2023-24 under review.
Management Response:
With reference to the non-filings of E-forms related to appointment of Statutory
Auditor, in F Y 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.
Later on 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 Company's 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 GOVERNAN CE
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 arm's 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 of
the 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 Absorptionhas 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
Company's code of conduct. The said mechanism also provides for adequate
safeguards against victimization of the persons who use such mechanism and makes
provisi?n for direct access to the chairperson of the Audit Committee. We confirm that
during the financial year 2023-24, 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 TNSOLVENCY AND
BANKRUPTCY CODE, 2016.
There are no application made during the financial year 2023-24 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 Company's progress. Your Directors,
also acknowledge the hard work, dedication and Commitment of the employees.
For and on behalf of the Board of Directors |
|
For Navoday Enterprises Limited |
|
Sd/- |
Sd/- |
Anand Mode Vasant |
Akash Gajanan Thorat |
Managing Director |
Director |
DIN: 07841998 |
DIN: 08794854 |
Date: 02/09/2024 |
|
Place: Mumbai |
|
|