To,
The Stakeholders of
Naapbooks Limited
The Board of Directors is pleased to present the company's 7th Annual
Report, accompanied by the Audited Financial Statements for the fiscal year ending March
31, 2024.
FINANCIAL HIGHLIGHTS
Below is a comprehensive summary of the Company's financial performance for the fiscal
year ending March 31, 2024. This overview includes detailed insights into both
Consolidated and Standalone results, providing a clear picture of the Company's financial
health and operational outcomes over the past year:
( in Lakhs)
|
CONSOLIDATED |
STANDALONE |
| PARTICULARS |
YEAR ENDED 31/03/2024 |
YEAR ENDED 31/03/2024 |
YEAR ENDED 31/03/2023 |
| I. Net Sales/Income from Operations |
776.94 |
776.94 |
521.38 |
| II. Other Income |
1.38 |
1.38 |
5.76 |
| III. Total Income (I+II) |
778.32 |
778.32 |
527.14 |
| IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense |
284.30 |
284.43 |
140.86 |
| V. Finance Cost |
15.18 |
15.18 |
6.77 |
| VI. Depreciation and Amortization Expense |
48.50 |
48.50 |
47.33 |
| VII. Profit Before Tax (IV-V-VI) |
220.62 |
220.75 |
86.76 |
| VIII. Tax Expense: |
|
|
|
| i Current Tax Expense |
56.03 |
56.02 |
22.37 |
| ii MAT Credit |
0 |
0 |
0 |
| iii MAT Credit Relating to prior years |
0 |
0 |
0 |
| iv Tax Expense Relating to prior years |
-0.10 |
-0.10 |
1.12 |
| v Deferred Tax (Asset)/Liabilities |
-0.90 |
-0.90 |
0.57 |
| IX. Profit After Tax before Minority Interest(VII-VIII) |
165.59 |
165.73 |
62.70 |
| X. Minority Interest |
-0.03 |
0 |
0 |
| XI. Profit for the year after tax and Minority Interest (IX-X) |
165.62 |
165.73 |
62.70 |
The Company reports both consolidated and standalone financial results every six
months, with these results undergoing a limited review. Additionally, it publishes audited
financial results annually.
The consolidated and standalone financial results for the half-year and full-year
ending on March 31, 2024, are available on the Company's website. You can access the
detailed report at this link.
COMPANY'S PERFORMANCE
During the Year under review, the Company recorded total revenue from operation
(standalone) of 776.94 lacs as compared to the previous year was
521.38 lacs which is increased by 49.02 % on Y-o-Y. The Profit after tax (standalone)
is 165.73 lacs as compared to the previous year was
62.70 lacs which is increased by 164.32% on Y-o-Y.
Moreover, during the year under review, the company recorded total revenue from
operation (consolidated) of 776.94 lacs and the Profit after tax and Minority interest
(consolidated) is 165.62 lacs.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve and the same is
retained in the Profit and loss account.
DIVIDEND
The Board of Directors of the company have not recommended any interim or final
dividend for the financial year 2023-24.
QUALITY INITIATIVES
The Company continues to strengthen its commitment to the highest levels of quality,
superior customer experience, best-in-class service management, robust information
security and privacy practices and mature business continuity management.
NBL has successfully achieved Maturity Level 3 in standard CMMI appraisal method for
process improvement ver 2.0. NBL has successfully completed the annual ISO surveillance
audit and has been recommended for continuation of its enterprise-wide certification.
NBL's enterprise ISO certification scope includes conformance to the following globally
recognized standards: ISO 9001:2015 (Quality Management System) and ISO 27001:2022
(Information Security Management).
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.
DEBT
The Company has availed "Bank overdraft (OD)" facility from YES Bank Ltd.
amounting of 150.00 lacs. At the end of
March, 2024, the total outstanding debt amount is 126.69 lacs.
The company has taken Un-secured loan from related parties during the year under
review. The total outstanding amount of Un-secured loan taken from related parties is
14.42 lacs.
The company has taken a "Car Loan" from
Bank of India during in the F.Y 2021-22 amounting of 9.40 lacs. At the end of
March, 2024, the outstanding car loan amount is 5.40 lacs.
In addition to above, the company has taken Un-secured business loan from
Kotak Mahindra bank amounting of
20.00 lacs and Hero Fincorp Limited amounting of 20.21 lacs. The total outstanding
amount of Un-secured loan taken from Kotak Mahindra bank is 17.56 lacs and from Hero
Fincorp Limited is 17.52 lacs.
CAPITAL STRUCTURE
During the F.Y 2023-24 and current financial year, the company's authorized and paid up
capital changed as below:
1. Authorized Share Capital
The Authorized share capital of the company is increased on April 06, 2024 from
3,20,00,000/- (Three crore twenty lacs) divided into 32,00,000 (Thirty Two lacs)equity
shares of 10/-(Rupees ten) each to 10,00,00,000/- (Rupees Ten crore) divided into
1,00,00,000 (One
Crore) equity shares of 10/- (Rupees ten) each.
2. Paid-up Share Capital
The Paid-up share capital is increased from 1,95,66,000/- (Rupees One crore ninety five
lacs sixty-six thousand) divided into 19,56,600 (Nineteen lacs fifty-six thousand six
hundred)each of 10/- (Rupees ten) to 9,01,98,000/- (Rupees Nine crore One lacs Ninety
Eight Thousand) divided into 90,19,800 (Ninety lacs Nineteen thousand
Eight hundred) each of 10/- (Rupees ten).
INITIAL PUBLIC OFFER (IPO)
In the FY 2021-22, your company came up with Initial Public issue of 5,39,200 (five
lacs thirty-nine lacs two hundred) equity shares of 10/- (Rupees ten) each for cash at a
price of 74/- (Seventy- four) per equity shares aggregating 3,99,00,800/- (Rupees Three
crore ninety-nine lacs and eight hundred). The Company has been listed on BSE Start up SME
platform on 15th September, 2021.
UTILISATION OF IPO PROCEEDS
The Company raised funds of 399.01 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:
( in 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 utilization of the gross proceeds.
PREFERENTIAL ISSUE OF EQUITY SHARES
In March and April, 2023, the Company has issued, offered and allotted 11,50,000
(Eleven Lacs fifty thousand) equity shares of face value of 10/- (Rupees Ten) each at a
price of 72/- (Rupees Seventy Two) per equity share including premium of 62/- (Rupees
Sixty Two) each, on a preferential basis (‘Preferential Issue'), out of which
4,00,000 (Four Lacs) equity shares were to be issued for cash and 7,50,000 (Seven Lacs
Fifty Thousands) equity shares were issued to M/s. Proex Advisors LLP for consideration
other than cash (being swap of 50% contribution of Proex Advisors LLP) towards the payment
of the Purchase Consideration payable by Proex Advisors And, remaining 10,50,000 (Ten lacs
fifty thousand) equity shares of face value of
LLP to the company, for the acquisition of Purchase Shares, in accordance with
provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018.
Moreover, Out of total issue size of 11,50,000 (Eleven Lacs fifty thousand) equity
shares of face value of 10/-(Rupees Ten) each, the company has allotted 1,00,000 (One
lacs) equity shares of face value of 10/- ( Rupees Ten) each at a price of 72/- ( Rupees
Seventy Two) per equity share including premium of 62/-(Rupees Sixty Two) each on a
preferential basis on 31st March, 2023 to Person other than promoter and promoter group
i.e. Public category shareholders for cash consideration. 10/- (Rupees Ten) each were
issued or allotted on 05th April, 2023, of which
7,50,000 (seven lacs fifty thousand) equity shares of face value of 10/-(Rupees Ten)
each at a price of 72/- (Rupees Seventy Two only) per equity share including premium of
62/- (Rupees Sixty Two) each , were issued or allotted on a preferential basis to M/s.
Proex Advisors LLP, a Director's firm i.e.
Promoter Group category for consideration other than cash (Share Swap basis) and
3,00,000 (Three lacs)
UTILISATION OF PREFERENTIAL ISSUE PROCEEDS
The company has made a preferential issue of 11,50,000 (Eleven lacs fifty thousand)
equity shares of face value of 10/- (Rupees Ten) each at a price of 72/- (Rupees Seventy
Two) per equity share including premium of 62 each , on a preferential basis
(‘Preferential Issue'), out of which 4,00,000 ( Four lacs) equity shares were issued
for cash and 7,50,000 (Seven lacs fifty thousands) equity shares were issued for
consideration other than cash (share swap).
The object of the preferential issue for cash consideration is to finance working
capital requirement of the Company and the object of the preferential issue for
consideration other than cash is to allot The total proceeds from preferential issue
received in March and April, 2023 amounting to 2,88,00,000/- (Rupees Two Crores Eighty
Eight Lacs) was fully utilized till the end of the half year i.e. 30th September, 2023.
The Company has filed equity shares of face value of 10/- (Rupees Ten) each at a price of
72/- (Rupees Seventy Two only) per equity share including premium of 62/-(Rupees Sixty
Two) each , were issued or allotted on a preferential basis to a corporate entity i.e. a
Public Limited company belong to Public category i.e. person other than promoter and
promoter group for cash consideration.
Subscription Shares to Proex Advisors LLP to discharge the total consideration of
5,40,00,128/- payable by the Company for the acquisition of 50% contribution of Proex
Advisors LLP. The Company has allotted 1,00,000 (One lacs) equity shares out of 11,50,000
(Eleven lacs fifty thousand) equity shares on 31st March, 2023 and raised 72,00,000/-
(Rupees Seventy two lacs) out of total cash consideration of 2,88,00,000 /- (Rupees Two
crores eighty eight lacs).
Moreover, 7,50,000 number of equity shares were allotted for consideration other than
cash (Share Swap basis).
Hence, the company didn't receive any amount from the said allotment.
Statement of Deviation(s) or Variation(s) under Regulation 32(8) of SEBI (LODR)
Regulation, 2015 for the half year ended on September, 2023 on 06th October, 2023 as
below:
| Sr. No Original Object |
Original Allocation |
Funds Utilized |
| 1. Funding the working capital requirements of the company |
288.00 |
288.00 |
| 2. To Acquire 50% stake in Proex Advisors LLP |
0.00 |
0.00 |
| Total |
288.00 |
288.00 |
Further, there is no deviation/ variation in the utilization of the gross proceeds.
Out of total cash consideration amount of 2,88,00,000/- (Rupees Two crores eighty-eight
lacs), 72,00,000 (Rupees
Seventy two lacs) were received on 31st March, 2023. Remaining issue proceeds i.e.
2,16,00,000/- (Rupees two crore sixteen lacs) were received during the year under review
i.e. on 05th April, 2023. The Company will disclose the utilization amount in the
Statement of Deviation(s) or Variation(s) under Regulation 32(8) of SEBI (LODR)
Regulation, 2015 require to file for the half year ended on 30th September, 2023 in due
course.
BONUS ISSUE OF EQUITY SHARES
The Board of directors of the company in their board meeting held on 07th March, 2024,
considered and recommended the issue of Bonus Shares in the ratio of 2:1 i.e.
2 (Two) new Bonus equity share of 10/- each for every 1 (One) existing equity share of
10/- each fully paid-up held by the Members of the Company as on the Record Date (will be
declared in due course), subject to approval of the Members of the Company. Thus, by issue
of Bonus equity shares, Board of Directors of the company had proposed to capitalize sum
not exceeding
6,01,32,000/- (Rupees Six Crores One Lacs Thirty-Two Thousand) from and out of the
Company's Free Reserves and/or the securities premium account and/or or such other account
as may be considered necessary, available as on the date of the Board meeting of the
company.
The company has issued 60,13,200 number of new equity shares as a Bonus, having face
value of 10/- (Rupees Ten) each. Due to issue and allotment of Bonus equity shares, the
company's paid up capital was increased from 1,95,66,000/- (Rupees One crore ninety five
lacs sixty-six thousand) divided into 19,56,600 (Nineteen lacs fifty-six thousand six
hundred) each of 10/-
(Rupees ten) to 9,01,98,000/- (Rupees Nine crore One lacs Ninety Eight Thousand)
divided into 90,19,800 (Ninety lacs Nineteen thousand Eight hundred) each of 10/- (Rupees
ten).
The Company has taken approval of shareholders by calling an Extra-
Ordinary General meeting on 06th April, 2024 for issue of 60,13,200 no. of equity
shares as a bonus to the shareholders whose name were registered in the register of
members as on 19th April, 2024 (i.e. Record date).
The Company has obtained various statutory approvals from BSE as required. These
include In-principle approval on April 9, 2024, Listing approval on April 25, 2024, and
Trading approval on May 3, 2024. Additionally, the Company has filed the Return of
Allotment with the ROC.
SUBSIDIARIES/HOLDINGS OF THE COMPANY
Your Company has incorporated a subsidiary company during the year under review as
under:
| Sr. No. Name of Subsidiary Company |
Date of Incorporation |
% Stake |
Country |
| 1. CAFE BLOCKCHAIN PRIVATE LIMITED (CIN:U62091GJ2023PTC140857) |
06th May, 2023 |
Holding 75% i.e 7,500 equity shares in the name of the company |
India |
This strategic decision aligns with our long-term growth objectives and expands our
reach into new markets while diversifying our operations.
The establishment of CAFE BLOCKCHAIN PRIVATE LIMITED allows your company to pursue
additional business opportunities, leverage synergies, and enhance our overall competitive
position in the industry.
By incorporating subsidiary company, we aim to capitalize on emerging market trends,
extend our product/service offerings, and explore new avenues for revenue generation. Your
company's primary focus will be to maximize shareholder value while maintaining a strong
commitment to sustainable and responsible business practices.
The company provided the necessary disclosure to the BSE Stock Exchange on May 9, 2023,
in compliance with Regulation 30 of the SEBI (LODR) Regulation, 2015, regarding the
incorporation of the mentioned subsidiary company.
ASSOCIATES/JOINT VENTURES OF THE COMPANY
The Company have two associate entities as below:
| Sr. No. Name of Associate Entity |
Date of Stake acquired |
% Stake |
Country |
| 1. Ndear Technologies Private Limited (CIN: U72900GJ2019PTC106922) |
05th March, 2019 |
Holding 30% i.e 3,000 equity shares in the name of the company |
India |
| 2. Proex Advisors LLP (LLPIN: AAJ-8215) |
05th April, 2023 |
Holding 50% stake in the name of the company |
India |
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 Associate
is attached as an ANNEXURE- I)
DEPOSITS
During the year under review, the 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).
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.
The Board of Directors has drafted a Risk Management Policy, which can be accessed on
the company's website at Risk Management Policy.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the Notes to the financial statements provided in this Integrated Annual
Report.
DIVIDEND DISTRIBUTION POLICY
For detailed information regarding our dividend distribution policy, please visit our
company website. You can access the policy document directly through the following link:
Dividend Distribution Policy.
BRANCH OFFICE
At the Board of Directors meeting on July 21, 2023, a proposal was approved to open a
new branch office at Million Minds Tech City, a Special Economic Zone (SEZ) located behind
Nirma University on S.G Highway in Gota, Ahmedabad, Gujarat, India.
However, due to unavoidable reasons and circumstances, the opening of this new branch
office has been delayed. As of the date of this report, the company does not have any
branch offices.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there was no change in the composition of the Board of
Directors and the Management team of the company.
As of March 31, 2024, the Company had seven (7) Directors, including three Executive
Directors and four Non-Executive Directors, two of whom are Independent Directors.
Additionally, the Board includes one woman director.
In the previous financial year, 2022-23, on May 25, 2022, the Board appointed Mr.
Siddharth Soni (DIN: 02152387) as an Additional Director (Non-Executive). His appointment
was subsequently regularized by the Members of the company during the 5th Annual General
Meeting held on September 28, 2022, under specified terms and conditions.
Moreover, in the previous financial year, 2022-23, Ms. Niharika Shah resigned from her
position as "Company Secretary and Compliance Officer" effective May 19, 2022.
On May 25, 2022, the Board appointed Mr. Sahul Jotaniya as the new "Company Secretary
and Compliance Officer," with his appointment taking effect from June 1, 2022.
CONSTITUTION OF BOARD
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
Below table shows the composition of board of the company:
|
|
|
|
|
No. of Committee2 |
|
| Name of Director |
Category Cum Designation |
Date of Original Appointment |
Date of Appointment at current Term & designation |
Total Direct orship1 |
in which Direct or is Chairperson |
in which Direct or is Member |
No. of Shares held as on March 31, 2024 |
| Mr. Nirmal Kumar Jain |
Chairman & Director |
October 07, 2017 |
January 12, 2021 |
2 |
0 |
1 |
2,00,768 Equity Shares |
| Mr. Yaman Saluja |
Whole-Time Director & CFO |
April 20, 2017 |
January 12, 2021 |
2 |
0 |
1 |
2,37,600 Equity Shares |
| Mr. Ashish Jain |
Director & CEO |
April 20, 2017 |
January 12, 2021 |
1 |
0 |
1 |
4,00,128 Equity Shares |
| Mr. Abhishek Jain |
Non- Executive Director |
April 20, 2017 |
April 20, 2017 |
3 |
0 |
1 |
2,42,960 Equity Shares |
| Mr. Siddharth Soni |
Non- Executive Director |
May 25, 2022 |
May 25, 2022 |
3 |
1 |
0 |
Nil |
| Mr. Sunit Shah |
Independent Director |
September 13, 2021 |
September 13, 2021 |
1 |
1 |
2 |
Nil |
| Mrs. Puja Kasera |
Independent Director |
September 13, 2021 |
September 13, 2021 |
4 |
1 |
4 |
Nil |
*Data as on September 04, 2024
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.
ATTENDANCE OF BOARD MEMBERS IN BOARD MEETING
In the year under review, a total of seven (8) board meetings were held. The attendance
details for each Director at these Board Meetings and the Annual General Meeting during
the financial year 2023-24 are provided below:
| Name of Director |
Mr. Nirmal Kumar Jain |
Mr. Yaman Saluja |
Mr. Ashish Jain |
Mr. Abhishek Jain |
Mr. Siddharth Soni |
Mr. Sunit Shah |
Mrs. Puja Kasera |
| Number of Board Meeting held |
8 |
8 |
8 |
8 |
8 |
8 |
8 |
| Number of Board Meetings Eligible to attend |
8 |
8 |
8 |
8 |
8 |
8 |
8 |
| Number of Board Meeting attended |
8 |
8 |
8 |
8 |
2 |
7 |
5 |
| Presence at the previous 06thAGM of F.Y. 2022-23 held on |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
No |
| 23/09/2023 |
|
|
|
|
|
|
|
None of the Company's Directors serve as a "Whole-Time Director" in any other
listed company, nor do they hold the position of an "Independent Director" in
more than three listed companies. Additionally, none of the Company's Directors hold a
"Director" position in more than eight listed entities, nor do they serve as an
"Independent Director" in more than seven listed entities.
GENERAL MEETINGS
During the year under review, one General Meeting was held. The details are as follows:
| Sr. No. Type of General Meeting |
Date of General Meeting |
| 1. 06th Annual General Meeting |
September 23, 2023 |
INFORMATION ON DIRECTORATE AND KEY MANAGERIAL PERSONNEL (KMP)
In compliance with Section 152 and other relevant provisions of the Companies Act,
2013, along with the Companies (Appointment and Qualification of Directors) Rules 2014
(including any statutory modifications or re-enactments in effect), Mr. Yaman Saluja, as a
whole-time director, is subject to retirement by rotation at the upcoming Annual General
Meeting. He is eligible and has offered himself for re-appointment.
Below is the list of Key Managerial Personnel (KMP) of the company for the year:
| Name |
DIN/PAN |
Designation |
| Mr. Ashish Jain |
ANVPJ2446H |
Chief Executive Officer (CEO) |
| Mr. Yaman Saluja |
CNJPS0679H |
Chief Financial Officer (CFO) |
| CS Sahul Jotaniya |
AYRPJ7563Q |
Company Secretary & Compliance Officer |
PERFORMANCE EVALUATION OF THE BOARD
The Board of Directors has 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.
In a separate meeting of Independent directors, performance of non-Independent
directors, performance of the board as a whole and performance of the chairman of the
company was evaluated, considering the views of executive directors and non-executive
directors.
The Performance evaluation of Independent Directors was done by the entire board,
excluding the Independent Directors being evaluated. The Board and the Nomination and
Remuneration Committee reviewed the performance of 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.
At the board meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the Board, its Committees,
and individual directors was also discussed.
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, 2024, the applicable
accounting standards have been followed and that no material departures have been made
from the same; 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, 2024 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
In their meeting on February 22, 2021, the Board of Directors formed the Audit
Committee in accordance with Section 177 of the Companies Act, 2013. The detailed terms of
reference for the committee are outlined in Section 177(8) of the Companies Act, 2013. The
Board has consistently accepted the Audit Committee's recommendations as presented. During
the year under review, due to changes in the composition of the Board, the Audit Committee
was reconstituted in the board meeting held on August 29, 2022, as follows:
Re-constitution of the Audit Committee in the Board Meeting held on August 29, 2022:
| Name |
DIN |
Designation |
| Mr Sunit Shah |
08074335 |
Chairperson |
| Mrs. Puja Kasera |
09327558 |
Member |
| Mr. Nirmal Kumar Jain |
07773203 |
Member |
| Mr. Abhishek Jain |
07773124 |
Member |
Additionally, because the committee members were occupied with other tasks, the board
decided to reconstitute the Audit Committee during their meeting on November 14, 2022, as
follows:
Present Composition of the Audit Committee
| Name |
DIN |
Designation |
| Mr. Sunit Shah |
08074335 |
Chairperson |
| Mrs. Puja Kasera |
09327558 |
Member |
| Mr. Ashish Jain |
07783857 |
Member |
The Audit Committee convened three times during the financial year 2023-24,
specifically on May 30, 2023, August 25, 2023, and November 14, 2023. The following table
provides information on the composition of the Audit Committee and the attendance of its
members at these meetings:
|
|
|
Number of meetings during the Financial |
| Name of the committee member |
Category |
Designation |
Held |
Year 2023-24 Eligible to attend |
Attended |
| Mr. Sunit Shah |
Independent Director |
Chairperson |
3 |
3 |
3 |
| Mrs. Puja Kasera |
Independent Director |
Member |
3 |
3 |
2 |
| Mr. Ashish Jain3 |
Director & CEO |
Member |
3 |
3 |
3 |
The Statutory Auditor of the Company was invited to the committee meetings whenever
their presence was deemed necessary to provide insights and clarity on financial matters.
Their expertise and independent perspective were considered invaluable for the committee's
deliberations and decision-making processes. In addition, the Company Secretary of the
company served as the secretary for the Audit Committee. In this capacity, the Company
Secretary was responsible for ensuring that the committee's activities complied with legal
and regulatory requirements, maintaining accurate records of the meetings, and providing
administrative support to facilitate the smooth functioning of the committee.
VIGIL MECHANISM
The Company has established a robust vigil mechanism and has accordingly framed a
comprehensive Whistle Blower Policy. This policy is designed to empower employees to
report instances of unethical behavior, actual or suspected fraud, or any violations of
the Company's Code of Conduct directly to the management. Moreover, the mechanism adopted
by the Company is structured to encourage whistle Blowers to report genuine concerns or
grievances. It includes provisions for adequate safeguards to protect whistle Blowers from
any form of victimization. This means that employees who use the whistle Blower mechanism
can do so without fear of retaliation or adverse consequences. In exceptional cases, the
policy allows for direct access to the Chairman of the Audit Committee, ensuring that
serious concerns are addressed at the highest level. The Audit Committee reviews the
functioning of the vigil mechanism periodically to ensure its effectiveness and integrity.
Importantly, no whistle Blower has ever been denied access to the Audit Committee of the
Board, demonstrating the Company's commitment to transparency and accountability. The
Whistle Blower Policy is accessible to all employees and is available on the Company's
website at www.naapbooks.com. This availability ensures that all employees are aware of
the policy and can easily reference it when needed. The link to the policy is here:
Whistle Blower Policy.
2) STAKEHOLDER'S GRIEVANCE
COMMITTEE
The Board of Directors in their meeting held on February 22, 2021 had formed
Stakeholder's Grievance Committee. The Stakeholder Grievance Committee has been
constituted as per Section 178(5) 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.
During the year under review, due to preoccupancy of the committee members in other
assignments, the board have in their meeting held on November 14, 2022 reconstituted the
composition of the Stakeholder Grievance Committee as below:
Present Composition of the Stakeholder Grievance Committee
| Name |
DIN |
Designation |
| Mrs. Puja Kasera |
09327558 |
Chairperson |
| Mr. Sunit Shah |
08074335 |
Member |
| Mr. Nirmal Kumar Jain |
07773203 |
Member |
| Mr. Yaman Saluja |
07773205 |
Member |
In the fiscal year 2023-24, the Stakeholder's Grievance Committee convened once,
specifically on January 27, 2024. The following section outlines the Committee's
composition and provides details on the attendance of its members at this meeting:
|
|
|
Number of meetings during the Financial Year 2023-24 |
| Name of the committee member |
Category |
Designation |
Held |
Eligible to attend |
Attended |
| Mrs. Puja Kasera |
Independent Director |
Chairperson |
1 |
1 |
1 |
| Mr. Sunit Shah |
Independent Director |
Member |
1 |
1 |
1 |
| Mr. Yaman Saluja |
Whole-Time Director & CFO |
Member |
1 |
1 |
1 |
| Mr. Nirmal Kumar Jain |
Chairman & Director |
Member |
1 |
1 |
1 |
During the year under review, the Company received a single complaint from a
shareholder. This complaint was promptly addressed and successfully resolved within one
week.
3) NOMINATION AND REMUNERATION COMMITTEE
On February 22, 2021, the Board of Directors convened a meeting in which they
established a Nomination and Remuneration Committee in accordance with the provisions
outlined in Section 178(1) of the Companies Act, 2013. This committee operates under the
detailed terms of reference specified in Section 178 of the Companies Act, 2013. In line
with the recommendations of the Nomination and Remuneration Committee, the Board has
developed a comprehensive policy for the selection and appointment of Directors and Senior
Management, as well as for their remuneration. This policy is designed to ensure
transparency and alignment with best practices. The company has also made available on its
website an extensive program aimed at familiarizing Independent Directors with various
aspects of the organization. This program covers the company's roles, rights, and
responsibilities, the nature of the industry in which the company operates, the business
model of the company, and other related matters. During the Previous fiscal year under
review, there was a change in the composition of the Board of the company. Consequently,
the Nomination and Remuneration Committee was reconstituted during the Board meeting held
on August 29, 2022. The updated composition of the Committee is as follows:
Reconstitution of the Nomination & Remuneration Committee in the Board meeting held
on August 29, 2022:
| Name |
DIN |
Designation |
| Mr. Sunit Shah |
08074335 |
Chairperson |
| Mrs. Puja Kasera |
09327558 |
Member |
| Mr. Ashish Jain |
07783857 |
Member |
| Mr. Siddharth Soni |
02152387 |
Member |
In furtherance, due to pre-occupancy of the committee members in other assignments, the
Board have in their meeting held on November 14, 2022, reconstituted the composition of
the Nomination and Remuneration committee as below: Present Composition of the Nomination
& Remuneration Committee
| Name |
DIN |
Designation |
| Mr. Siddharth Soni |
02152387 |
Chairperson |
| Mrs. Puja Kasera |
09327558 |
Member |
| Mr. Sunit Shah |
08074335 |
Member |
| Mr. Abhishek Jain |
07773124 |
Member |
The Nomination and Remuneration Committee convened three times during the 2023-24
financial year. These meetings took place on August 25, 2023, March 7, 2024, and March 23,
2024.
The composition of the Committee and the details of meetings attended during the year
under review by members
|
|
|
Number of meetings during the Financial |
| Name of the committee member |
Category |
Designation |
Held |
Year 2023-24 Eligible to attend |
Attended |
| Mr. Siddharth Soni |
Non-Executive Director |
Chairperson |
3 |
3 |
2 |
| Mr. Sunit Shah |
Independent Director |
Member |
3 |
3 |
3 |
| Mrs. Puja Kasera |
Independent Director |
Member |
3 |
3 |
2 |
| Mr. Abhishek Jain |
Non-Executive Director |
Member |
3 |
3 |
3 |
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 a competitive market, and to harmonize the aspirations The Nomination and
Remuneration Policy was initially approved by the Board of Directors during their meeting
on February 22, 2021. Since then, the policy 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.
has undergone several amendments to meet evolving requirements. The latest version of
the amended policy can be accessed on the company's website here: Nomination and
Remuneration Policy.
RELATED PARTY TRANSACTIONS
According to Section 188 of the Companies Act, 2013, any Related Party Transactions
(RPTs) that are not conducted in the ordinary course of business or are not at arm's
length prices must receive prior approval from the Board of Directors. However, during the
financial year, all Related Party Transactions entered into by your company were conducted
on an arm's length basis and fell within the ordinary course of business. Additionally, in
compliance with Section 134(3)(h) of the Companies Act, 2013, a disclosure of the related
party transactions carried out during the financial year 2023-24 is provided in Form
AOC-2, which is attached as
ANNEXURE-II.
The Board of the Company has established a Policy and Procedure concerning Related
Party Transactions. This policy outlines the procedures for determining the materiality of
Related Party Transactions and the protocols for handling them, ensuring that the Company
complies with applicable laws and regulations. The mentioned policy can be accessed on the
Company's website. For your convenience, here is the direct link: Related Party
Transaction Policy.
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
As per Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company
shall disclose in the Board Report: a) The ratio of the remuneration of each director to
the median remuneration of the employees of the company for the financial year; b) the
percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year; c) the
percentage increase in the median remuneration of employees in the financial year; d) the
number of permanent employees on the rolls of company; e) average percentile increases
already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration; f) affirmation that the
remuneration is as per the remuneration policy of the company.
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 an
Email: compliance@naapbooks.com to the company secretary in this regard.
Pursuant to provision of Section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Statement of Disclosure of Remuneration is attached as an
Annexure III.
MATERIAL CHANGES AND COMMITMENT
Preferential Issue: In March and April 2023, the company undertook a preferential issue
(private placement) involving 11,50,000 (Eleven lacs fifty thousand)equity shares, each
with a nominal value of 10 (Rupees Ten). Out of these, 750,000 equity shares were issued
and allotted to Ms. Proex Advisors LLP, a firm associated with the company's directors and
categorized under the promoter group. This allotment was made through a share swap
arrangement for acquiring a 50% stake in the LLP, rather than for cash consideration.
The remaining 400,000 equity shares were issued and allotted to public category
shareholders (individuals not part of the promoter or promoter group) for cash at a price
of 72 (Rupees seventy-two) per share, totaling
2,88,00,000 (Rupees two crore eighty -eight lacs). The company received approval from
the Bombay Stock Exchange (BSE) for the listing of these 11,50,000 equity shares on the
BSE SME platform on May 15, 2023, and trading approval on June 1, 2023.
As a result, during the financial year under review, the listed equity share capital of
the company increased from 18,56,600 equity shares to 30,06,600 equity shares.
SIGNIFICANT AND MATERIAL ORDERS
There are no ongoing legal proceedings against the company, its promoters, or its
directors. Additionally, the company has not initiated any legal action against any third
party.
MATERIAL CONTRACTS AND ARRANGEMENTS
MOU with Key Organizations:
MOU with Government of Gujarat: On January 3, 2024, the company entered into a
Memorandum of Understanding (MOU) with the Department of Science and Technology of the
Government of Gujarat. This collaboration focuses on the development of a ground breaking
project known as the "Digital Notarization System." For more detailed
information, please visit the official document here:
MOU with MSME Promotional Council, New Delhi: The company also established a
significant MOU with the MSME Promotion Council, New Delhi on June 13, 2023. This
agreement aims to foster mutual cooperation and support for various initiatives.
Additional details can be found in the official announcement here.
Share Purchase Agreement: On June 22, 2023, the Company executed a "Shareholder
Agreement" with Mysa Technology Private Limited. However, on January 2, 2024, the
Company informed the Stock Exchange that this agreement had been terminated. The reason
provided was that Mysa Technology Private Limited was not issuing and allotting new equity
shares to Naapbooks Limited. Instead, the existing Promoter and Director decided to divide
his stake and transfer equity shares to Naapbooks Limited. It was also stated that a new
agreement would be executed with the concerned parties, and required disclosures would be
made in due course. Subsequently, on February 6, 2024, the
Company entered into a "Share Purchase Agreement" with Mysa Technology
Private Limited. According to this agreement, the Company will acquire 6.5% of the
post-acquisition equity shares, which amounts to 81 shares of Mysa Technology Private
Limited. On February 26, 2024, the Company received the share certificate no. 05 bearing
81 equity shares, numbered from 0919 to 0999, each with a face value of
100 (Rupees Hundred) each.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Sexual harassment of women in the workplace is a critical and pervasive problem that
can profoundly affect both individuals and organizations. It encompasses a range of
behaviors, including unwanted sexual advances, comments, gestures, or any other form of
unwelcome conduct of a sexual nature. These actions contribute to creating a work
environment that is hostile, intimidating, or offensive. Understanding the gravity of this
issue is essential for fostering a safe and respectful workplace. Here are some key points
to consider regarding sexual harassment in the workplace:
Definition of sexual harassment: Sexual harassment can be broadly defined as unwelcome
sexual advances, requests for sexual favors, or any other verbal or physical conduct of a
sexual nature that interferes with an individual's work performance or creates an
intimidating, hostile, or offensive work environment.
Types of sexual harassment: Sexual harassment can occur in various forms, including but
not limited to:
Quid pro quo harassment: This occurs when employment benefits or opportunities are made
conditional upon the victim's acceptance of unwelcome sexual advances or demands.
Hostile work environment: This refers to an environment where unwelcome sexual conduct,
comments, or behaviour create an intimidating, hostile, or offensive atmosphere that
interferes with work performance.
Verbal harassment: This includes unwelcome comments, jokes, or derogatory
remarks of a sexual nature.
Physical harassment: Involves unwanted physical contact, such as touching,
groping, or assault.
Visual harassment: Involves displaying sexually suggestive images, posters, or
emails.
Non-verbal harassment: Includes leering, whistling, or making inappropriate
gestures.
1. Legal protections: Many countries have laws and regulations in place to protect
individuals from sexual harassment in the workplace. These laws typically define sexual
harassment, outline reporting procedures, and provide remedies for victims. It's important
to familiarize oneself with the specific laws and regulations applicable in your
jurisdiction.
2. Reporting and prevention: It is crucial for organizations to establish clear
policies and procedures for reporting and addressing instances of sexual harassment.
Employers should create a safe environment where victims feel comfortable coming forward,
provide appropriate training for employees, and take prompt action to investigate and
address any complaints.
3. Support for victims: Organizations should offer support to victims of sexual
harassment, which may include counselling services, legal assistance, and protection
against retaliation. It is important to prioritize the well-being and rights of victims
throughout the entire process.
4. Awareness and education: Promoting awareness and providing education on sexual
harassment is vital in preventing such incidents. Training programs should be conducted
regularly to educate employees about what constitutes sexual harassment, its impact,
reporting procedures, and the importance of fostering a respectful and inclusive workplace
culture.
It is essential to recognize that sexual harassment can happen to anyone, regardless of
gender. While this response focuses on sexual harassment of women, it is crucial to
address the issue comprehensively and work towards creating safe and respectful work
environments for everyone. During the year under review, there were no incidences of
sexual harassment reported.
CONSERVATION ENERGY, TECHNOLOGY ABSORPTION, 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 Auditor of the Company has not reported any offence of fraud involving any amount
committed in the company by its director or employees as specified under Section 143(12)
of the Companies Act, 2013.
ANNUAL RETURN
The Annual Return of the Company for the financial year ending on March 31, 2024, is
now available for viewing. Interested parties can access this document by visiting the
Company's official website at
Click Here.
DECLARATION BY INDEPENDENT DIRECTORS
As per Section 149(7) of the Companies Act, 2013, every independent director is
required to declare their independence at specific intervals. This declaration must be
made during the first Board meeting they attend as a director and subsequently at the
first Board meeting of every financial year. Additionally, they must provide this
declaration whenever there is any change in circumstances that could affect their status
as an independent director. This declaration confirms that they meet the independence
criteria outlined in subsection (6) of Section 149. In compliance with this requirement,
the Board of Directors has received declarations from both Mr. Sunit Shah (DIN: 08074335)
and Mrs. Puja Kasera (DIN: 09327558). Both directors confirmed their independent status
and affirmed that they meet all the criteria specified in sub-section (6) of Section 149
of the Companies Act, 2013. These declarations were made during the Board meetings held on
May 30, 2023, for the financial year 2023-24, and on April 22, 2024, for the financial
year 2024-25.
MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) REPORT
A Management Discussion and Analysis (MD&A) report is forming part of company's
Annual report, where management provides an analysis and discussion of the company's
financial performance, its future prospects, risks, and other relevant factors that may
impact the company's operations and financial results. The MD&A report is typically
aimed at providing shareholders, investors, and other stakeholders with insights into the
company's overall financial health, strategic direction, and management's perspective on
key issues.
MD&A report is prepared by the company's management and represents their
interpretation of the company's financial results and prospects. Investors and
stakeholders should review the MD&A report in conjunction with the company's financial
statements and other relevant information to gain a comprehensive understanding of the
company's performance and prospects.
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 SOCIAL RESPONSIBILITY
As per Section 135(1) of the companies Act, 2013:
Every company having net worth of rupees five hundred crore or more, or
Turnover of rupees one thousand crore or more or a net profit of rupees five crore or
more during 3 immediately preceding financial year, shall constitute a Corporate Social
Responsibility Committee of the Board consisting of three or more Directors, out of which
at least one director shall be an independent director.
Further, As per Section 135(5) The Board of every company referred to in subsection
(1), shall ensure that the company spends, in every financial year, at least two per cent
of the average net profits of the company made during the three immediately preceding
financial years.
However, your company does not fall in any criteria mentioned in sub-section 1 of
section 135 of the Companies Act, 2013. Therefore, your company is not require to
formulate committee of Corporate Social Responsibility nor require to spend any amount as
described under sub-section 5 of section 135 of the Companies Act, 2013.
CORPORATE GOVERNANCE
Integrity and transparency form the foundation of our corporate governance practices,
ensuring we consistently earn and maintain the trust of our stakeholders. Our approach to
corporate governance revolves around maximizing shareholder value in a manner that is
legal, ethical, and sustainable. The Board of Directors embraces its fiduciary duties
comprehensively, aiming to meet the highest standards of international corporate
governance through our disclosures. We are dedicated to enhancing long-term shareholder
value and upholding the rights of minority shareholders in all business decisions.
As Your Company is listed on the BSE SME Startup platform of the Bombay Stock Exchange
(BSE), we benefit from specific regulatory exemptions. According to Regulation 15 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, our company is
not required to comply with certain corporate governance provisions, specifically those
outlined in Regulations 17 to 27, Clauses (b) to (i) of sub-regulation (2) of Regulation
46, and Paragraphs C, D, and E of Schedule V.
Therefore, your company is exempted from submission of Corporate Governance Report to
Stock Exchange and does not require to incorporate this report in 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.
BOARD POLICIES
The details of the policies approved and adopted by the Board as required under the
Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are
provided in "Annexure VI" to the Board's report.
AUDITORS a) Statutory Auditor
M/s. Purushottam Khandelwal & Co., Chartered Accountant Firm (Firm Reg. No.
0123825W) 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. 014688 allotted on
November 11, 2022, 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 Auditor's Report for the financial year ended on March 31, 2024 and 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, 2024 contain qualified opinion for the consolidated and
standalone financials for the year ended on March 31, 2024.
b) Secretarial Auditor
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 2023-24, as required
under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit
Report for the Financial Year 2023-24 is annexed to this report as an "Annexure
VII".
c) Internal Auditor
The Company has appointed M/s. MSRR
& Co. Chartered Accountants firm, to conduct the Internal Audit of the Company for
the Financial Year 2023-24, as required under Section 138 of the Companies Act, 2013 and
Rules thereunder.
QUALIFIED OPINION ON FINANCIALS OF YEAR ENDED ON MARCH 31, 2024
The Statutory Auditor of the company has issued a qualified opinion on both the
consolidated and standalone financial results for the half-year and full year ending on
March 31, 2024.
The following is the qualified opinion provided by the statutory auditor, along with
the management's response:
O.1: The company has provided Services to Local as well as foreign clients, however
in some of the cases no detailed contracts/agreements have been made. Further no detailed
records of work performed, software or app developed have been provided. Therefore, due to
unavailability of such details we were unable to determine the specific terms of the
agreement, particularly regarding the timing and value of the product or service delivery
and revenue recognition in accordance with Accounting Standard (AS) 9- Revenue
Recognition.
Response: Detailed Agreement/ Contracts related to services provided are not
available in some cases, however such information will not have a material impact on the
revenue recognition as invoicing has been done only after all services have been provided.
Invoicing has been done at the agreed fixed rate contract rather than on man hour basis,
therefore no detailed records related to the timing of work performed have been
maintained, however the same will not have any material impact on the financial statement.
O.2: The company has not maintain a comprehensive fixed assets register and has not
perform periodic physical verifications, as no such records have been produced before us.
The absence of these controls increases the risk of misstatement of fixed assets and
related depreciation in the financial statements.
Response: Location wise Fixed Asset Register is not readily available due to the
fact that majority of the assets are Computer and Related Devices whose locations are
frequently changed within the premises depending upon the work to be executed. However,
controls are in place so that no devices are taken out of the premises. Therefore, the
management is of the view that there will be no material impact on the value of the fixed
assets and related depreciation.
O.3: The company has availed Information technology (IT) design and development
services however the Company did not provide us with necessary supporting documentation of
detailed breakdowns of the development work performed on which software product they have
developed. Without this. Evidence, we cannot verify the nature and extent of the services
received, or the appropriateness of the accounting treatment for these charges. Therefore,
due to unavailability of such details we are unable to comment on the accuracy of such
expenses booked.
Response: Information technology (IT) design and development services taken from
creditors are on fixed contract basis therefore detailed breakdowns of the development
work performed have not been maintained in an organized manner. However as per the
expertise of the director's non-availability of such detailed breakdowns is unlikely to
have a material impact on the financial statement.
O.4: The company has granted Loans and advances to various parties amounting to
284.79 lacs in the current financial year. The amounts have been advanced without any
formal loan agreement and repayment schedule. Further the same are non-Interest bearing
therefore the purpose of such loans and advances could not be verified.
Response: Loans and Advances have been granted due to surplus availability of
funds; Management is taking steps to formalize the terms of interest repayment for better
transparency. However, the same is unlikely to have a material impact on the financial
statements. O.5: The Company has given an advance of 27,40,000/- to creditors in
2021 for goods or services not yet received. As of the date of our report, no goods or
services have been delivered, and the Company has not made a provision for the doubtful
recoverability of this advance.
Response: Provision for doubtful recovery has not been made as steps are being
taken to recover the amount and the management is hopeful for a positive response.
Therefore, the same is unlikely to have any impact on the financial statement.
WEBSITE
In accordance with Regulation 46 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and BSE Circular No. 20220704-44 dated July 04, 2022 and
Circular No. 20230209-1 dated February 09, 2023, the Company has established and
maintained a functional website at www.naapbooks.com. This website includes all necessary
information as mandated by the aforementioned regulation and circulars.
Through an Intimation letter dated October 27, 2023, the Company notified the exchange
that the existing website, www.naapbooks.com, has been updated to incorporate new
technology and enhance cybersecurity measures. These updates were implemented to ensure
the safety and reliability of our online presence while maintaining the integrity of our
domain name, which remains unchanged.
Additionally, we informed the exchange that all old URLs have been redirected to the
updated website.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the past year, there has been no instance where the Company was required to
transfer any amounts or shares to the Investor Education and Protection Fund.
INTEGRATED REPORT
The Company has proactively released an Integrated Report that includes both financial
and non-financial data. This comprehensive report is designed to help Members make
informed decisions and gain a deeper insight into the Company's long-term vision.
In addition to financial information, the Report covers various crucial aspects such as
the organization's strategy, governance framework, overall performance, and future
prospects for value creation.
GENERAL DISCLOSURE
The Board of Directors affirms that the Company has provided all necessary disclosures
in this report, as mandated by section 134(3) of the Act, Rule 8 of The
Companies (Accounts) Rules, 2014, and other applicable provisions of the Act and
listing regulations, specifically regarding transactions that occurred during the year.
Furthermore, the Board confirms that there were no transactions requiring disclosure or
reporting for the following items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act; b) Issuance of
Equity Shares with differential rights concerning dividend, voting, or otherwise; c)
Issuance of shares (including sweat equity shares) to employees of the Company under any
scheme or Employee Stock Option Scheme (ESOS); d) Annual Report and other compliances
related to Corporate Social Responsibility.
ACKNOWLEDGEMENT
The directors extend their heartfelt gratitude for the dedicated service exhibited by
the company's employees throughout the year. Furthermore, they wish to formally recognize
and appreciate the ongoing cooperation and support provided by our bankers, financial
institutions, business partners, and other stakeholders, which has been invaluable to the
company's success.
|
On behalf of the Board of Directors |
|
Sd/- |
| Place: Ahmedabad |
Nirmal Kumar Jain |
| Date: September 04, 2024 |
Chairman & Director |
|
(DIN: 07773203) |
|