Director's Report


Navoday Enterprises Ltd
BSE Code 543305 ISIN Demat INE0DB001013 Book Value (₹) 10.74 NSE Symbol N.A Div & Yield % 0 Market Cap ( Cr.) 4.32 P/E * 9.84 EPS * 0.57 Face Value (₹) 10
* Profit to Earning Ratio
* Earning Per Share

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
NAVODAY ENTERPRISES LIMITED
Sd/- Sd/-
Anand Mode Vasant Akash Gajanan Thorat
Managing Director Director
DIN: 0784199 DIN: 08794854
Date: 05/09/2022
Place: Mumbai