To,
The Members,
M/S. NAVODAY ENTERPRISES LIMITED, Mumbai
Your Directors have pleasure in presenting their Annual Report of the Company together
with the Audited Statements of Accounts for the Financial Year ended 31st March, 2022.
1) FINANCIAL STATEMENT
The Company's financial performance, for the year ended March 31, 2022 is
summarized below:
The Board's Report is prepared based on the standalone financial statements of the
company.
|
|
Amount in Rs. |
Particulars |
2021-22 |
2020-21 |
Revenue from Operations |
45,54,78,986 |
26,33,03,774 |
Other Income |
0.00 |
11,43,200 |
Total |
45,54,78,986 |
26,44,46,974 |
Profit Before Interest, Tax & Depreciation |
91,14,891 |
83,93,885 |
Less: Financial cost |
0.00 |
0.00 |
Less: Depreciation |
17,49,053 |
21,35,691 |
Profit before Tax |
73,65,838 |
62,58,194 |
Less: Current Tax |
29,56,516 |
26,40,464 |
Less: Deferred Tax Asset / (Liability) |
28,605 |
0.00 |
Profit after Tax |
29,84,581 |
26,40,464, |
2) RESULT HIGHLIGHTS
During the year the Company has generated revenue from operations of Rs. 45,54,78,986/-
(including other income) and earned net profit after tax Rs. 29,84,581/- as compared with
the corresponding figures in the previous year of Rs. 26,44,46,974/- and Rs. 26,40,464/-
respectively. The total revenue isincreased by Rs. 19,21,75,212/- as compared with last
year as well as net profit after tax also increased by Rs. 3,44,117/- as compared with
last year.
3) DIVIDEND
Your Directors are constrained not to recommend any dividend for the year under report.
4) TRANSFER TO RESERVE
Your Directors find it prudent not to transfer any amount to general reserve.
5) CHANGE IN SHARE CAPITAL
During the year under review, the company has issued and allotted 23,04,000 Equity
Shares of Rs. 10/- each fully paid up, were issued pursuant to resolution passed by the
Board of Directors dated 22nd June, 2021, generating proceeds through Initial Public
Offering (IPO) in S&P BSE SME Platform of BSE Limited. Equity Shares of the Company
got listed on 25th June 2021 on the S&P BSE SME platform of Bombay Stock Exchange.
Further the company has Increased its Authorized Share Capital from Rs. 12,00,00,000
(Rupees Twelve Crores) to Rs. 25,00,00,000 (Rupees Twenty-Five Crores) comprising of
2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares having face value of Rs.10.00/- (Rupees
Ten Only) each i.e., by creation of additional authorized capital of Rs. 13,00,00,000
(Rupees Thirteen Crores) divided in to 1,30,00,000 (One Crore Thirty Lakhs) 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.
6) MAJOR EVENTS DURING THE F.Y.2021-22
There was no major event in the company during the financial year, after closure of
financial year and before adoption of board report Listing of Securities in BSE SME
Platform.
7) 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 2021-2022 is available on the company's website
www.navodayenterprise.com.
8) DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board is properly constituted as per the provisions of the Companies Act, 2013. The
Board at present comprises of:
Sr. No. Name |
Designation |
1. Mr. Anand Mode Vasant |
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. Rajatmohan Sinha |
Chief Financial Officer |
7. Ms. Shubhika Ajmera* |
Company Secretary and Compliance Officer |
8. Ms. Sonali Jain** |
Company Secretary and Compliance Officer |
*Ms. Shubhika Ajmera appointed as Company Secretary cum Compliance Officer of the
Company with effect from 01st May, 2022 and thereafter received a resignation w.e.f. 30th
August, 2022. **Ms. Sonali Jain resigned as Company Secretary cum Compliance Officer of
the Company with effect from 30th April, 2022.
9) NUMBER OF BOARD MEETINGS
During the year under review, 5 (Five) Board meetings were held dated 02/06/2021,
04/09/2021, 14/11/2021, 26/11/2021 and 21/03/2022, properly convened & held.
10) 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: i. Attendance of Board Meetings and
Committee Meetings;
ii. Quality of contribution to Board Deliberations; iii. Strategic perspectives or
inputs regarding future growth of the Company and its performance; iv. Providing
perspectives and feedback going beyond information provided by the management.
11) REMUNERATION AND NOMINATION POLICY
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.
12) COMMITTEES OF THE BOARD:
There are currently three Committees of the Board, as follows:
I. Audit Committee
II. Stakeholders' Relationship Committee III. Nomination and Remuneration Committee
I. AUDIT COMMITTEE
Committee Constitution is as follows:
Name of the Director |
Designation |
Nature of Directorship |
1. Sachin S. Garud |
Chairman |
Non-Executive and Independent Director |
2. Shamshuddin Ismail Polad |
Member |
Non-Executive and Independent Director |
3. Alka S. Awhad |
Member |
Non-Executive and Independent Director |
Company Secretary and Compliance Officer of our Company would act as the Secretary to
the Audit Committee.
During the year under reference, 4 (Four) Audit Committee meetings were dated
04/09/2021, 14/11/2021, 26/11/2021 and 21/03/2022 properly convened & held.
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 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. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
Committee Constitution is as follows:
Name of the Director |
Designation |
Nature of Directorship |
1. Sachin S. Garud |
Chairman |
Non-Executive and Independent Director |
2. Shamshuddin Ismail Polad |
Member |
Non-Executive and Independent Director |
3. Alka S. Awhad |
Member |
Non-Executive and Independent Director |
During the year, only 2 Stakeholder's Relationship Committee meeting were dated,
04/09/2021, and 26/11/2021 properly convened & held.
Terms & Scope of Work of Committee:
The terms of reference of the Stakeholder's Relationship Committee include the
following:
(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.
III. NOMINATION AND REMUNERATION COMMITTEE:
Committee Constitution is as follows;
Name of the Director |
Designation |
Nature of Directorship |
1 Alka S. Awhad |
Chairman |
Non-Executive and Independent Director |
2. Shamshuddin Ismail Polad |
Member |
Non-Executive and Independent Director |
3. Sachin S. Garud |
Member |
Non-Executive and Independent Director |
During the year, only 2 Nomination and Remuneration Committee meeting were dated,
04/09/2021, and 26/11/2021 properly convened & held.
Terms & Scope of Work of Committee:
The terms of reference of the Nomination and Remuneration Committee are: 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 carry out 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. h) 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. i) Recommend to the board, all remuneration, in
whatever form, payable to senior management.
13) 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) a
program on how to review, verify and study the financial reports; (b) a program on
Corporate Governance; (c) provisions under the Companies Act,2013;and (d) 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.
14) DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of your Company have submitted the declaration of
Independence as required under Section 149(7) of the Companies Act, 2013 confirming that
they meet the criteria of independence under Section 149(6) of the Companies Act, 2013.
15) POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors' appointment and remuneration including criteria
for determining qualifications, positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178, is appended as Annexure III to
this Report.
16) 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: i. in the preparation of the
annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any; ii. 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, 2022 and of the Profit of the Company for the
said period; iii. 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;
iv. the annual accounts have been prepared on a going concern basis;
v. the internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and vi. There is a proper
system to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
17) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year 2021-22 to which these financial statements
relate and the date of this report.
18) INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
19) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under the Listing Regulation, Management Discussion and Analysis Report is
presented in the separate section and forms an integral part of the Directors' Report.
20) 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.
21) 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.
22) PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Your Company has not carried out any business activities warranting conservation of the
energy and technology absorption in accordance with Section 134 (3) (m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014. Since the company is not engage
in any manufacturing activity, issues relating to technology absorption are not quite
relevant to its functioning. During the year under review there is no foreign exchange
earnings and outgo.
23) 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.
24) CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed or implemented any CSR initiatives. The provisions
contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year
under review.
25) CHANGE IN THE NATURE OF BUSINESS
During the year under review there is no change in the nature of Business of the
Company.
26) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary Joint Venture, Associate Company or LLPs
during the year under review.
27) DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS
UNDER CHAPTER V OF THE COMPANIES ACT, 2013
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 ofDeposits) 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) 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.
29) 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.
30) AUDITORS & REPORT OF THE AUDITORS
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. 02910C) 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.
31) SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed M/s. Brajesh Gupta & Co., Practicing
Company Secretary; to conduct the Secretarial Audit and his Report on Company's
Secretarial Audit Report is appended to this Report as ANNEXURE I. There are no
qualifications, reservations or adverse remarks or disclaimers made by M/s. Brajesh
Gupta & Co, Practicing Company Secretaries, in there. Secretarial audit report
except what have been specifically mentioned the Report which is self- explanatory. There
are 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 MGT 14 for approval of Audited Financials Results and
Director Report for the financial year 2020-21.
The management comments and notes on the Observations of Secretarial Auditors are as
follows: With reference to the non-filing of forms it was given to the professional for
filing but due to covid issue he could file it and it was not informed by him to us about
non filing of forms, secondly due to Covid-19 and nationwide lockdown staff of the company
was not able to attend the office hence this ignorance and non- filing event was taken
placed.
COST AUDITORS
The Board of Directors of the Company here confirmed that according to the Companies
working and business the company does not required to appoint the Cost Auditor as per the
Section 148 of the Companies Act, 2013.
32) INTERNAL AUDITORS
The Company has appointed Internal Auditor for the financial year 2019-20 to 2020-21.
33) POLICY/VIGIL MECHANISM/CODE OF CONDUCT
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 provision for direct
access to the chairperson of the Audit Committee. We confirm that during the financial
year 2021-22, 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.com.
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.com.
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.
34) DISCLOSURES UNDER SEXUAL HARASSMENT WOMEN AT WORKPLACE
(PREVENTION PROHIBITION & REDRESSAL) ACT, 2013
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) 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 III 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.
36) 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.
37) MEETING OF INDEPENDENT DIRECTORS:
During the year under review, one Independent Director Meeting held on 26/06/2021 for
the F. Y. 2021- 22 .
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 held the Separate Meeting of Independent Director of the Company as earliest
possible.
38) POSTAL BALLOT:
No Postal ballot was conducted by the company during the year 2021-22.
39) PREVENTION OF 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. All Board of Directors and the designated
employees have confirmed compliance with the Code.
40) LISTING FEES:
The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the
Company has paid the applicable listing fees to the Stock Exchange till date.
41) 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 SME company and exemption is granted to SME
under Regulation-15(2) of SEBI (LODR), Regulations, 2015.
42) SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company. The same has also
been confirmed by Secretarial Auditors of the Company in the Secretarial audit Report.
43) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016.
There are no application made during the financial year 2021-22 by or against the
company and there are no proceedings pending under the Insolvency and Bankruptcy Code,
2016.
44) DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
The company is not required to conduct the valuation by the bank and valuation done at
the time of One time settlement during the period under review.
45) 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 |
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NAVODAY ENTERPRISES LIMITED |
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Sd/- |
Sd/- |
Anand Mode Vasant |
Akash Gajanan Thorat |
Managing Director |
Director |
DIN: 0784199 |
DIN: 08794854 |
Date: 05/09/2022 |
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Place: Mumbai |
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