Naapbooks Ltd
Directors Reports
To,
The Stakeholders of
Naapbooks Limited
Dear Shareholders,
The Board of Directors are pleased to present the company's 5th Annual
Report along with the Audited Financial Statements for the financial year ended on 31st
March, 2022.
COMPANY'S PERFORMANCE
FINANCIAL HIGHLIGHTS
The Company's financial performance (Standalone) for the year ended on 31st
March, 2022 is summarized below:
(Rs in Lakhs)
| PARTICULARS |
YEAR ENDED 31/03/2022 |
YEAR ENDED 31/03/2021 |
| I. Net Sales/Income from Operations |
280.45 |
271.32 |
| II. Other Income |
0.019 |
0.12 |
| III. Total Income (I+II) |
280.47 |
271.44 |
| IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense |
191.01 |
180.55 |
| V. Finance Cost |
8.73 |
6.72 |
| VI. Depreciation and Amortization Expense |
45.60 |
18.79 |
| VII. Profit Before Tax (IV-V-VI) |
35.13 |
65.38 |
| VIII. Tax Expense: |
|
|
| i Current Tax Expense |
8.46 |
15.94 |
| ii MAT Credit |
0 |
0 |
| iii MAT Credit Relating to prior years |
0 |
0 |
| iv Tax Expense Relating to prior years |
(1.72) |
0 |
| v Deferred Tax (Asset)/Liabilities |
5.14 |
2.40 |
| IX. Profit After Tax (VII-VIII) |
23.25 |
47.04 |
The Company discloses standalone financial results on a half yearly basis of which
results are subjected to limited review and publishes audited financial results on an
annual basis. The Financial Statements as stated above are also available on the website
of the Company at https://www.naapbooks.com/investor/.
FINANCIAL PERFORMANCE
The audited financial statements of your Company as on March 31, 2022, prepared in
accordance with the relevant applicable Generally Accepted Accounting Standards and
Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and provisions of the Companies Act, 2013, forms part of this Annual Report. The key
aspects of our Company's performance during the financial year 2021-22 are as follows:
During the Year under review, the Company recorded total revenue of f 280.45 lacs as
compared to the previous year was f 271.33 lacs which is increased by 3.36 % on Y-o-Y. The
Profit after tax is f 23.26 lacs as compared to the previous year was f 47.05 lacs which
is declined by 49.44 % on Y-o-Y.
TRANSFER TO RESERVES
Our Company has not transferred any amount to the General Reserve and the same is
retained in the Profit and loss account.
DEBT
Our Company has availed "Bank overdraft (OD)" facility from YES Bank Ltd. in
F.Y 2017-18 amounting of f16,00,000/- (Rupees Sixteen lacs). In F.Y 201819, the limit had
been enhanced to f40,00,000/- (Rupees Forty lacs). In F.Y 2020-21, further the said limit
was increased to f55,00,000/- (Rupees fifty- five lacs). At the end of March, 2022, the
outstanding amount is f4,49,191/- (Rupees four lacs forty-nine thousand one hundred
ninety- one).
Moreover, our company has taken "Car Loan" from Bank of India during the
previous financial year i.e. F.Y 2021-22 amounting of f9,40,000/- (Rupees nine lacs forty
thousand). At the end of March, 2022, the outstanding amount is f8,94,166/- (Rupees eight
lacs ninety-four thousand one hundred sixty-six).
CAPITAL STRUCTURE
During the F.Y 2021-22, the company's authorized and paid up capital changed as below:
1. Authorized Capital
The Authorized share capital of the company is increased on May 25, 2020 from
f10,00,000/- (Rupees ten lacs) divided into 1,00,000 (One lacs) equity shares of f
10/-(Rupees ten) each to f 2,00,00,000/- (Two crore) divided into 20,00,000 (Twenty lacs)
equity shares of f 10/- (Rupees ten) each.
2. Paid-up Capital
The Paid-up capital is increased from f 1,31,74,000/- (Rupees one crore thirty-one lacs
seventy-four thousand) divided into 13,17,400 (Thirteen lacs seventeen thousand four
hundred) equity shares of f 10/- (Rupees ten) to f 1,85,66,000/- (Rupees Once crore
eighty-five lacs sixty-six thousand) divided into 18,56,600 (Eighteen lacs fifty-six
thousand six hundred) each of f 10/- (Rupees ten).
INITIAL PUBLIC OFFER (IPO)
During the year, your company came up with Initial Public issue of 5,39,200 (five lacs
thirty-nine lacs two hundred) equity shares of f10/- (Rupees ten) each for cash at a price
of f 74/- (Seventy- four) per equity shares aggregating f3,99,00,800/- (Rupees Three crore
ninety-nine lacs and eight hundred). Our Company has been listed on BSE Start up SME
platform on 15th September, 2021.
UTILISATION OF IPO PROCEEDS
The Company raised funds of 5399.01 Lakhs through Initial Public Offering (IPO). The
gross proceeds of IPO have been fully utilized till the end of 31st March, 2022
in the manner as proposed in the Offer Document, the details of which are here under:
|
|
|
(Rsin lakhs |
| Sr. No |
Original Object |
Original Allocation |
Funds Utilized |
| 1. |
Funding the working capital requirements of the company |
200.00 |
200.00 |
| 2. |
Funding purchases of equipment |
50.00 |
50.00 |
| 3. |
Marketing initiatives |
40.00 |
40.00 |
| 4. |
General Corporate Purposes |
79.01 |
79.01 |
| 5. |
Issue related expenses |
30.00 |
30.00 |
|
Total |
399.01 |
399.01 |
Further, there is no deviation/ variation in the utilisation of the gross proceeds.
DEPOSITES
During the year under review, our Company has not accepted any deposits from the
shareholders and public within the meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any
statutory modification(s)or re- enactment(s) for the time being in force).
subsidiaries/holdings of the company
Our Company does not have any holding company and nor it has any subsidiary
company/(ies).
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
The company has established a well-defined process of risk management, wherein the
identification, analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the
same takes place in a structured manner. Though, the
various risks associated with the business cannot be eliminated completely, all efforts
are made to minimize the impact of such risks on the operations of the company. The
required internal control systems are also put in place by the company on various
activities across the board to ensure that business operations are directed towards
attaining the stated organizational objectives with optimum utilization of the resources.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans Guarantees Investments and Security covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
DIVIDEND DISTRIBUTION POLICY
The dividend distribution policy is available on the website of the company i.e.
https://www.naapbooks.com/wp-content/ uploads/2022/07/DIVIDEND-DISTRIBUTION- POLICY.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Constitution of Board:
| Name of Director |
Category Cum Designation |
Date of Original Appointment |
Date of Appointment at current Term & designation |
Total Director ship1 |
in which Director is Member |
in which Director is Chairpe rson |
No. of Shares held as on March 31, 2022 |
| Mr. Nirmal Jain |
Chairman & Director |
October 07, 2017 |
January 12, 2021 |
1 |
1 |
0 |
2,00,768 Equity Shares |
| Mr. Yaman Saluja |
Whole-Time Director |
April 20, 2017 |
January 12, 2021 |
1 |
1 |
0 |
2,37,600 Equity Shares |
| Mr. Ashish Jain |
Director |
April 20, 2017 |
January 12, 2021 |
1 |
0 |
0 |
4,00,128 Equity Shares |
| Mr. Abhishek Jain |
Non-Executive Director |
April 20, 2017 |
April 20, 2017 |
1 |
2 |
0 |
2,42,960 Equity Shares |
| Mr. Sidhharth3 Soni |
Additional NonExecutive Director |
May 25, 2022 |
May 25, 2022 |
2 |
0 |
0 |
Nil |
| Mr. Sunit Shah4 |
Independent Director |
September 13, 2021 |
September 13, 2021 |
1 |
1 |
2 |
Nil |
| Mrs. Puja Kasera5 |
Independent Director |
September 13, 2021 |
September 13, 2021 |
1 |
2 |
1 |
Nil |
| Mr. Ashish Agarwal6 |
Independent Director |
January 12, 2021 |
January 12, 2021 |
4 |
2 |
1 |
Nil |
| Mrs. Sarita Agrawal7 |
Independent Director |
January 12, 2021 |
January 12, 2021 |
1 |
1 |
2 |
Nill |
1 Excluding LLPs, Section 8 Company & Struck Off Companies.
2 Committee includes Audit Committee, Nomination & Remuneration Committee and
Stakeholder's Relationship Committee across all Public Companies.
3 Appointed on 25th May, 2022 4&5 Appointed
on 13th Sep, 2021.
6 Resigned on 10th Sep, 2021.
7 Resigned on 10th Sep, 2021.
The composition of Board complies with the requirements of the Companies Act, 2013
("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from the requirement of having composition of Board as per Regulation
17 of Listing Regulations.
None of the Directors of Board is a "Member" of more than 10 (ten) board
committees or "Chairman" of more than 5 (five) board committees across all the
public companies in which they are a "Director". The necessary disclosures
regarding Committee positions have been made by all the Directors.
The details of attendance of each Director at the Board Meeting and Annual General
Meeting held during the year i.e. financial year 2021-22 are given below:
| Name of Director |
Mr. Nirmal Jain |
Mr. Yaman Saluja |
Mr. Ashish Jain |
Mr. Abhishek Jain |
Mr. Sunit Shah1 |
Mrs. Puja Kasera2 |
Mr. Ashish Agarwal3 |
Mrs. Sarita Agrawal4 |
| Number of Board Meeting held |
6 |
6 |
6 |
6 |
6 |
6 |
6 |
6 |
| Number of Board Meetings Eligible to attend |
6 |
6 |
6 |
6 |
2 |
2 |
4 |
4 |
| Number of Board Meeting attended |
6 |
6 |
6 |
6 |
2 |
2 |
2 |
2 |
| Presence at the previous 04thAGM of F.Y. 2020-21 held on 13/09/2021 |
Yes |
Yes |
Yes |
Yes |
No |
No |
No |
No |
1 Appointed on 13th Sep, 2021.
2 Appointed on 13th Sep, 2021.
3 Resigned on 10th Sep, 2021.
4 Resigned on 10th Sep, 2021.
None of the Director of the Company is serving as a "Whole-Time Director" in
any listed company and is holding position of an "Independent Director" in more
than 3 (three) listed companies.
Neither any of the director of the company is holding position as a
"Director" in more than 8 (eight) listed entities nor any of the director of the
company serve as an "Independent Director" in more than 7 (seven) listed
entities.
GENERAL MEETINGS
During the year under review, 1 (one) General Meeting was held, the details of which is
given as under:
| Sr. No. |
Type of General Meeting |
Date of General Meeting |
| 1. |
04th Annual General Meeting |
September 13, 2021 |
INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the act that they meet the criteria of independence laid down in
Section 149 (6) of the Act. Further, all the Independent Directors of the Company have
registered themselves in the Independent Director's Databank.
The Policy for selection of Directors and determining Directors' independence sets out
the guiding principles for the Nomination and Remuneration Committee for identifying
persons who are qualified to become Directors and to determine the independence of
Directors, in case of their appointment as Independent Directors of the Company. The
Policy also provides for the factors in evaluating the suitability of individual Board
members with diverse background and experience that are relevant for the Company's
operations. The said policy is put up on the Company's website and can be accessed at
https://www.naapbooks.com/investor/.
INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of Section 152 and other applicable provisions if any
of the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors) Rules 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) Mr. Yaman
Saluja being a whole-time director is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offered himself for re
appointment.
During the year under review, Mr. Ashish Agarwal and Mrs. Sarita Agrawal have tendered
their resignation from the position of independent director w.e.f. September 10, 2021 due
to personal reasons.
As per SEBI (LODR) Regulation, 2015, to fill up the vacancy caused due to resignation
of Mr. Ashish Agarwal and Mrs. Sarita Agrawal, Mr. Sunit Shah and Mrs. Puja Kasera have
been appointed as an independent director in the 4th Annual General Meeting held on
September 13, 2021.
Further to have diversified Board, in the current financial year Mr. Siddharth Soni has
been appointed as an Additional Non-Executive Director w.e.f. May 25, 2022.
At Present, Ms. Niharika Shah, Company Secretary & Compliance officer has tendered
her resignation w.e.f closure of business hours of May 18, 2022. However, to fill the said
vacancy, Mr. Sahul Jotaniya, Company Secretary & Compliance Officer has been appointed
w.e.f June 01, 2022.
PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors and Nomination and Remuneration committee have in their meeting
held on March 12, 2022, carried out an annual evaluation of its own performance,
performance of its committees and the individual directors pursuant to the provisions of
the Act.
The performance of all the directors was evaluated by the board after seeking inputs
from all the directors on the basis of the criteria such as the board composition and
structure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings etc.
The Independent directors in their meeting held on March 12, 2022, evaluated the
performance of all the executive and non-executive directors.
The Board and the Nomination and Remuneration Committee had reviewed the performance of
the individual Directors on the basis of the criteria such as the contribution of the
individual Director to the Board and Committee meetings like preparedness on the issues to
be discussed meaningful and constructive contribution and inputs in meetings etc. In
addition, the chairman was also evaluated on the key aspects of his role.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013 the Board of Directors to the
best of their knowledge and ability confirm that:
a) In preparation of Annual Accounts for the year ended March 31, 2022 the applicable
accounting standards have been followed and that no material departures have been ma de
from the sa me; The directors have selected such accounting policies and applied them
consistently and have made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit or loss of the Company for that year;
b) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
c) The directors have prepared the Annual Accounts for the year ended March 31, 2022 on
going concern basis;
d) The directors have laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
e) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
BOARD COMMITTEES
The Board of Directors in line with the requirement of the act has formed various
committees, details of which are given hereunder:
1) AUDIT COMMITTEE
The Board of Directors in their meeting held on 22nd February, 2021 had
formed the Audit Committee in line with the provisions of Section 177 of the Companies
Act, 2013. The detailed terms of reference of the committee are as provided in Section
177(8) of the Companies Act, 2013. The Board has accepted the recommendations of the Audit
Committee as and when given.
Composition of the Audit Committee at the beginning of the year:
| Name |
DIN |
Designation |
| Mr. Ashish Agarwal |
06904914 |
Chairperson |
| Mrs. Sarita |
09033778 |
Member |
| Agrawal |
| Mr. Nirmal Jain |
07773203 |
Member |
During the year under review, Mr. Ashish Agarwal and Mrs. Sarita Agrawal have tendered
their resignation on September 05, 2021. The effective date of resignation was September
10, 2021 from the position of Independent Director of the company.
Due to the vacancy raised, the shareholders had approved the appointment of Mr. Sunit
Shah and Mrs. Puja Kasera as an Independent director of the company in the 04th
Annual General Meeting held on 13th September, 2021.
Hence, the Audit Committee has been reconstituted in the board meeting held on 12th
November, 2021 as below:
Reconstitution of the Audit Committee in the Board meeting held on 12th N
ovember, 2021:
| Name |
2IN |
Designation |
| Mr. Sunit Shah |
06904914 |
Chairpbrson |
| Mrs. Puja Kasera |
09327558 |
Member |
| Mir. Nirmal J bin |
077735203 |
Member |
Present Composition of the Audit Committee (Reconstituted in the Board meeting held on
29th August, 2022):
|
DIN |
Designation 1 |
| Mr. Sunit Shah |
06904914 |
Chairperson |
| Mrs. Puja Ka sera |
09327558 |
Member |
| Mr. NirmalJain |
06773203 |
Member |
| Mr. A bhishek Jain |
07773124 |
Member |
After that, the board have in their meeting held on 29th August, 2022
reconstituted the
composrti on of the Audit co m mittee as below:
The Audit Committee met 2 (Two) times during the Financial Year 2021-22 i.e. on May 14,
2021 and Novembpr 12Rs, 2021.
The composition of the Committee and the details of meetings attended during the year
under review by its members are given below:
| Name of the committee member |
Category |
Designation |
Number of meetings during) the Financial Year 2021-22 |
| Held |
Eligible to attend |
Atten ded |
| Mr. Sunit Shah1 |
|ndependent Director |
Chairperson |
2 |
1 |
1 |
| M rs. Puja Kasera2 |
|ndependent Director |
Member |
2 |
1 |
1 |
| Mr. Ashish Agarwal4 |
|ndependent Director |
Chairperson |
2 |
1 |
1 |
| Mrs. S anta Agrawal4 |
Independent Director |
Member |
2 |
1 |
1 |
| Mr. Nirmal J ain |
Chairman n Director |
Member |
2 |
2 |
2 |
1 Appointed on 13th Sep, 2021.
2 Appointed on 13th Sep, 2021.
3 Resigned on 10th Sep, 2021.
4Resig ned on 10thSep, 2021.
The Statutory Auditor of the Company was invited in the meeting of the committee
whenever required. Further, the Company Secretary of the company has acted as a Company
Secretary of the Audit Committee.
VIGIL MECHANISM
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behaviour actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company at www.naapbooks.com.
The link is here:
https://www.naapbooks.com/investor/.
2) STAKEHOLDER'S GRIEVANCE COMMITTEE
The Board of Directors in their meeting held on 22nd February, 2021 had
formed Stakeholder's Relationship Committee.
The Stakeholder Relationship Committee has been constituted as per the Companies Act,
2013 and Regulation 20 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and is entrusted with the responsibility of
addressing the Shareholders/Investors complaints with respect to transfer of shares,
transmission, issue of duplicate share certificates, splitting and consolidation of
shares, Non-receipt of Share Certificates, Annual Report, Dividend etc.
Composition of the Stakeholders Grievance Committee at the beginning of the year:
| Name |
DIN |
Designation |
| Mrs. Sarita |
09033778 |
Chairperson |
| Agrawal |
| Mr. Ashish |
06904914 |
Member |
| Agarwal |
| Mr. Abhishek |
07773124 |
Member |
| Jain |
| Mr. Yaman |
07773205 |
Member |
| Saluja |
During the year under review, Mr. Ashish Agarwal and Mrs. Sarita Agrawal have tendered
their resignation on 05th September, 2021. The effective date of resignation
was 10th September, 2021 from the position of Independent Director of the
company.
Due to the vacancy raised, the shareholders had approved the appointment of Mr. Sunit
Shah and Mrs. Puja Kasera as an Independent director of the company in the 04th
Annual General Meeting held on 13th September, 2021.
Hence, the Stakeholders Grievance Committee has been reconstituted in the board meeting
held on 12th November, 2021 as below:
Reconstitution of Stakeholders Grievance Committee in the Board meeting held on 12th
November, 2021:
| Name |
DIN |
Designation |
| Mr. Sunit Shah |
06904914 |
Chairperson |
| Mrs. Puja Kasera |
09327558 |
Member |
| Mr. Abhishek Jain |
07773124 |
Member |
| Mr. Yaman Saluja |
07773205 |
Member |
During the year under review, Stakeholder's Relationship Committee met 1 (One) time
i.e. on 12th March, 2022. The composition of the Committee and the details of
meetings attended by its members are given below:
| Name of the committee member |
Category |
Designation |
Number of meetings during the Financial Year 2021-22 |
| Held |
Eligible to attend |
Attended |
| Mr. Sunit Shah |
Independent Director |
Chairperson |
1 |
1 |
1 |
| Mrs. Puja Kasera |
Independent Director |
Member |
1 |
1 |
1 |
| Mr. Abhishek Jain |
Non-Executive Director |
Member |
1 |
1 |
1 |
| Mr. Yaman Saluja |
Whole-Time Director |
Member |
1 |
1 |
1 |
During the year under review, the Company had not received any complaint from the
Shareholder. And there was no complaint unresolved as on March 31 2022.
3) NOMINATION AND REMUNERATION COMMITTEEE
The Board of Directors in their meeting held on 22nd February, 2021 had
formed Nomination and Remuneration committee in line with the provisions of Section 178 of
the Companies Act 2013. The detailed terms of reference of the Committee are as per
Section 178 of the Companies Act, 2013.
The Board has framed a policy for selection and appointment of Directors, Senior
Management and their remuneration as recommended by the Nomination & Remuneration
Committee.
The details of program for familiarization of Independent Directors with the company,
their roles, rights, responsibilities in the company, nature of the industry in which the
company operates, business model of the company and related matters are put upon the
website of the company.
Composition of Nomination & Remuneration Committee at the beginning of the year:
| Name |
DIN |
Designation |
| Mrs. Sarita Agrawal |
09033778 |
Chairperson |
| Mr. Ashish Agarwal |
06904914 |
Member |
| Mr. Abhishek Jain |
07773124 |
Member |
During the year under review, Mr. Ashish Agarwal and Mrs. Sarita Agrawal have tendered
their resignation on 05th September, 2021 having effective date of resignation
was 10th September, 2021 from the position of Independent Director of the
company.
Due to the vacancy raised, the shareholders had approved the appointment of Mr. Sunit
Shah and Mrs. Puja Kasera as an Independent director of the company in the 04th
Annual General Meeting held on 13th September, 2021.
Hence, the Nomination and Remuneration Committee has been reconstituted in the board
meeting held on 12th November, 2021 as below:
Reconstitution of the Nomination & Remuneration Committee in the Board meeting held
on 12th November, 2021:
| Name |
DIN |
Designation |
| Mr. Sunit Shah |
06904914 |
Chairperson |
| Mrs. Puja Kasera |
09327558 |
Member |
| Mr. Abhishek Jain |
07773124 |
Member |
After that, the company has expanded the board and Board of directors in their meeting
held on
25th May, 2022 had approved the appointment of Mr. Siddharth Soni as an
Additional NonExecutive Director of the company.
The board have in their meeting held on 29th August, 2022, reconstituted the
composition of the Nomination and Remuneration committee as below:
Present Composition of the Nomination & Remuneration Committee (Reconstituted in
the Board meeting held on 28th Aug, 2022):
| Name |
DIN |
Designation |
| Mr. Sunit Shah |
06904914 |
Chairperson |
| Mrs. Puja Kasera |
09327558 |
Member |
| Mr. Ashish Jain |
07783857 |
Member |
| Mr. Siddharth Soni |
02152387 |
Member |
The Nomination and Remuneration Committee met 3 (Three) times during the Financial Year
2021-22 i.e. on 14th May, 2021, 09th September, 2021 and 12th
March, 2022.
The composition of the Committee and the details of meetings attended during the year
under review by its members are given below:
| Name of the committee member |
Category |
Designation |
Number of meetings during the Financial Year 2021-22 |
| Held |
Eligible to attend |
Attended |
| Mr. Sunit Shah1 |
Independent Director |
Chairperson |
3 |
1 |
1 |
| Mrs. Puja Kasera2 |
Independent Director |
Member |
3 |
1 |
1 |
| Mr. Ashish Agarwal3 |
Independent Director |
Chairperson |
3 |
2 |
2 |
| Mrs. Sarita Agrawal4 |
Independent Director |
Member |
3 |
2 |
2 |
| Mr. Abhishek Jain |
Non-Executive Director |
Member |
3 |
3 |
3 |
1 Appointed on 13th Sep, 2021.
2 Appointed on 13th Sep, 2021.
3 Resigned on 10th Sep, 2021.
4 Resigned on 10th Sep, 2021.
Nomination and Remuneration Policy
Nomination and Remuneration Policy in the Company is designed to create a high-
performance culture. It enables the Company to attract motivated and retained manpower in
competitive market, and to harmonize the aspirations of human resources consistent with
the goals of the Company. The company pays remuneration by way of salary, benefits,
perquisites and allowances to its Executive Directors and Key Managerial Personnel.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at https://www.naapbooks.com/investor/.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2022 is available on the
Company's website and can be accessed at https://www.naapbooks.com/investor/.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE OF THE COMPANY
The Company has associate company details of which as below:
| SR. No. |
Name and Address of the Joint Venture |
Address of Registered Office |
Nature of Business |
| 1. |
M/s. Ndear Technologie s Private. |
3rd Floor, Broadway Business Centre Above V- Mart, Law Garden Ahmedabad
-380006 |
To carry the business of software designing, developme nt and do turnkey projects
related with Information technology. |
Pursuant to Provision of 129(3) read with rule 5 of Companies (Accounts) Rules, 2014,
Form AOC-1 (Statement containing salient features of the Financial Statement of Joint
venture is attached as an ANNEXURE- I.
RELATED PARTY TRANSACTIONS
All Related Party Transactions entered into during the financial year were on an arm's
length basis and were in the ordinary course of business. Our Company had entered into
transactions with the related parties which could be considered material in terms of
Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party
transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2
is attached as an ANNEXURE- II.
The Board of the Company has adopted the Policy and procedure with regard to Related
Party Transactions. The policy envisages the procedure governing the materiality of
Related Party Transactions and dealing with Related Party transactions required to be
followed by C ompany to ensure complia nce with the La w and Regulation. The said Policy
is available on the website of the Company at https://www.naapbooks.com/investor/.
SECRETARIAL STANDARDS OF ICSI
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems are adequate and
operating effectively. During the year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India,
New Delhi.
PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The ratio of the remuneration of each whole-time director to the median of employees'
remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
this Report as a Statement of Disclosure of Remuneration (Annexure - III).
The statement containing particulars of employees as required under Section 197 of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136
of the Companies Act, 2013, the Report and Accounts are being sent to the members and
others entitled thereto, excluding the information on employees' particulars which is
available for inspection by the members at the Registered Office of the Company during
business hours on working days of the company up to the date of ensuing Annual General
Meeting. If any member is interested in inspecting the same, such member may write to the
company secretary in this regard.
MATERIAL CHANGES AND COMMITMENT
During the year under review, the company came up with initial Public offer (IPO) of
5,39,200 (five lacs thirty nine lacs two hundred) equity shares of f 10/- (Rupees ten)
each for cash at a price of f 74/- (Seventy four) per equity shares aggregating f
3,99,00,800/- (Rupees Three crore ninety nine lacs and eight hundred).
Our Company has been listed on BSE Start up SME platform on 15th September,
2021.
SIGNIFICANT AND MATERIAL ORDERS
There is no litigation pending against company, its promoters or directors. The company
has also not filed any litigation against any third party.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment free from harassment of any nature we have
framed Prevention of Sexual Harassment Policy through which we address complaints of
sexual harassment at all workplaces of the Company. Our policy assures discretion and
guarantees non-retaliation to complainants. We follow a gender-neutral approach in
handling complaints of sexual harassment and we are compliant with the law of the land
where we operate.
During the year under review there were no incidences of sexual harassment reported.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the
Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as
an Annexure -IV.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, is presented in
a separate section forming part of the Annual Report and is annexed herewith as an
"Annexure -V".
CORPORATE GOVERNANCE
Integrity and transparency are key factors to our corporate governance practices to
ensure that we achieve and will retain the trust of our stakeholders at all times.
Corporate governance is about maximizing shareholder value legally, ethically and
sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the
term. Our disclosures seek to attain the best practices in international corporate
governance. We also endeavour to enhance long-term shareholder value and respect minority
rights in all our business decisions.
As our company has been listed on Emerge Platform of National Stock Exchange Limited
(NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as
in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and
Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance
Report does not form a part of this Board Report, though we are committed for the best
corporate governance practices.
The Board has framed Code of Conduct for all Board members and Senior Management of the
Company and they have affirmed the compliance during the year under review.
The Board has also re-framed Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information". The Code casts obligations upon the
Directors and officers of the Company to prevent/ preserve the price Sensitive
information, which may likely to have a bearing on the share price of the Company. Those
who are in the knowledge of any such information are prohibited to use such information
for any personal purpose. Similarly, the Code also prescribes how such information needs
to be handled, disclosed or made available to the Public through Stock Exchanges,
Company's website, Press, Media, etc. The Company Secretary & Compliance Officer has
been entrusted with the duties to ensure compliance.
AUDITORS
A) Statutory Auditor
M/s. Purushottam Khandelwal & Co., Chartered Accountant Firm (Firm Reg. No.
123825W) was appointed as a Statutory Auditor of the company to hold office from the
conclusion of the 04th Annual General Meeting till conclusion of the 09th Annual
General Meeting to be in the calendar year 2026. M/s. Purushottam Khandelwal & Co., is
Peer Reviewed by the ICAI having peer review certificate no. 011129 allotted on July 30,
2018 have confirmed their eligibility and qualification required under Sections 139, 141
and other applicable provisions of the Companies Act, 2013 and Rules issued there under
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force).
The Auditors' Report for the financial year ended on March 31, 2022. The financial
statements of the Company are a part of this Annual Report. The Auditor's Report for the
financial year ended on March 31, 2022 and does not contain any qualification, reservation
or adverse remark.
B) Secretarial Auditor and their Report
The Company has appointed M/s. Nirav Soni & Co. Company Secretaries in practice, to
conduct the secretarial audit of the Company for the Financial Year 2021-22, as required
under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
Report for the Financial Year 2021-22 is annexed to this report as an "Annexure -
VI". WEBSITE
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the Company has maintained a functional website namely
"www.naapbooks.com" containing basic information about the Company.
INVESTOR EDUCATIONANDPROTECTION FUND (IEPF)
There has not been an occasion in case of the Company during the year, to transfer any
sums or shares to the Investor Education and Protection Fund.
GENERAL DISCLOSURE
Our Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014
and other applicable provisions of the act and listing regulations to the extent the
transactions took place on those items during the year. our Directors further state that,
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act;
b. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and ESOS;
d. Annual Report and other compliances on Corporate Social Responsibility;
e. There is no revision in the Board Report or Financial Statement;
ACKNOWLEDGEMENT
Our directors acknowledge the dedicated service of the employees of the company during
the year. They would also like to place on record their appreciation for the continued
co-operation and support received by the Company during the year from bankers, financial
institutions, business partners and other stakeholders.
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Yaman Saluja |
| Place: Ahmedabad |
Whole-Time Director & CFO |
| Date: August 29, 2022 |
(DIN:07773205) |
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