2024 2025
To, The Members,
NATUREWINGS HOLIDAYS LIMITED Kolkata
Dear Members,
Your directors are pleased to present this 7th Board Report together with
the Audited Financial Statements for the financial year ended 31st March 2025.
1. FINANCIAL RESULTS:
The performance of the Company during the year under review is summarized in the
following statement: (Amount in Rs. Lakhs)
Financial Results |
Year Ended 31st March 2025 |
Year Ended 31st March 2024 |
Total Income |
2 |
2189.41 |
Total Expenditure (except interest & depreciation) |
2 |
02020.89 |
Profit/ (Loss) before interest, depreciation & Tax |
1 |
169.08 |
Interest & Financial Charges |
0 |
3.51 |
Depreciation |
1 |
13.76 |
Profit/ (Loss) before Tax |
1 |
151.81 |
Provision for Taxation |
|
|
Current |
3 |
36.38 |
Deferred |
2 |
3.51 |
Net Profit/ (Loss) |
108.33 |
111.92 |
2. STATE OF AFFAIRS OF THE COMPANY:
Your directors wish to inform you that during the year under review, your Company has
registered income of Rs.2147.26 lakhs as compared to Rs. 2189.51 Lakhs in the previous
year. The Profit before interest, depreciation & Tax stood at Rs. 160.52 lakhs as
compared to Rs. 169.08 lakhs in previous year.
The Profit before tax decreased from Rs. 151.81 lakhs to Rs. 147.48 lakhs in the year
under review i.e. 2024-25 The Net Profit for the current year is Rs. 108.33 lakhs, as
against Rs. 111.92 lakhs in the previous year.
Listing of Equity Shares:
Equity shares of your Company were listed on the BSE Limited on SME Platform on 10 th
September 2024. The Scrip Code of the Company is 544245. Listing fees and the custodian
charges to depositories have been paid to BSE, NSDL and CDSL respectively.
Public Issue (Initial Public Offer):
During the year under review, your Company successfully completed its Initial Public
Offering (IPO) of 950400 equity shares of face value of Rs.10/- each, at a price of Rs.
90.25/- per equity share (including a premium of Rs. 80.25/- per equity share)
(“issue price”). Our directors placed on record their appreciation of
contributions made by the entire IPO team with all the dedication, diligence and
commitment which led to successful listing of the Company's equity shares on the BSE SME
platform. Further, the success of the IPO reflects the trust and faith reposed in the
Company by the Investors, customers and business partners and your directors thank them
for their confidence.
3. DIVIDEND
Your directors recommend a Dividend of Rs.1.50 per equity share, i.e., @ 15%, as Final
Dividend for the financial year ended on 31 March 2025, subject to the approval of members
at the ensuing Annual General Meeting.
4. RESERVES
The Board of Directors have not proposed to transfer any amount to any reserves.
Therefore, entire profits of Rs. 108.33 lakhs earned during the Financial Year 2024-25
have been retained in the profit and loss account for business purpose.
5. CAPITAL STRUCTURE:
As on 31st March 2025, the Authorized Capital of the Company is Rs. 4,00,00,000 (Rupees
Four Crore) divided into 40,00,000 (forty lakh) equity shares of Rs 10 each.
During the year under review, the issued, subscribed and paid up of the company has
been increased from Rs 2,21,000,000 (Rupees Two Crore Twenty-One Lakh only) to Rs.
3,16,04,000 Three Crore Sixteen Lakh Four Thousand Only). The company has made an Initial
Public Offer of 9,50,400 Equity Shares (Nine Lakh Fifty Thousand Four Hundred) which has
increased the capital from Rs. 2,21,00,000 to Rs. 3,16,04,000 equity shares.
6. CHANGE IN THE NATURE OF THE BUSIENSS
During the year under review there was no change in the nature of Business of Company
and no changes were made to the Main Object of Memorandum of Association.
7. DEPOSITS
The Company has not accepted any deposits from the public during the year under review.
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013 the Directors confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
b) They have selected such accounting policies and applied them consistently and 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 ended 31st
March 2025 and of the profit of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively..
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The constitution of the Board of Directors of the Company and changes during the year
under review are as under:
Sr. No. DIN |
Name of Director |
Designation |
Original date of Appoint- ment |
Appointment at current term and designation |
Date of as on 31st March 2025 |
No. of shares held |
1. 08309475 |
Sandip Raha |
Managing Director |
19/12/2018 |
0 |
3 /09/2022 1 |
8 |
2. 08309476 |
Mousumi Raha |
Whole-time Director |
19/12/2018 |
0 |
3 /09/2022 1 |
3 |
3. 09703233 |
Suman Kumarpaul |
Whole-time Director |
12/08/2022 |
1 |
2 /08/2022 |
3 |
4. 09702658 |
Santanu Banerjee |
Non-Executive Director |
12/08/2022 |
1 |
2 /08/2022 |
9 |
5. 08311236 |
Sneha Kajaria |
Independent Director |
02/09/2022 |
0 |
2 /09/2022 |
Nil |
6. 01728175 |
Soumya Sujit Mishra |
Independent Director |
02/09/2022 |
0 |
2 /09/2022 |
Nil |
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on March 31, 2025, are:
Sr. No. Name |
Designation |
Date of Appointment |
1. Sandip Raha |
Managing Director |
0 3 /09/2022 |
2. Mousumi Raha |
Whole-time Director |
0 3 /09/2022 |
3. Suman Kumar paul |
Whole-time Director |
0 3 /09/2022 |
4. Mr. Prasun Ghosh |
Chief Financial Officer |
03/09/2022 |
5. Ms. Annu Jain |
Company Secretary |
0 3 /09/2022 |
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 the Company are disqualified under section 164 of the
Companies Act, 2013.
Mr. Shantanu Banerjee (DIN: 09702658) is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment.
Declaration By Independent Directors
The Company has received declaration pursuant to Section 149(7) of the Companies Act,
2013 from each of its Non-Executive and Independent Directors to the effect that they meet
the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
These declarations have been placed before and noted by the Board at its meeting.
Number of Meetings of Board:
Regular meetings of the Board are held at least once in a quarter. Additional Board
meetings are called & convened, as and when required, to discuss and decide on various
business policies, strategies and other businesses.
During the year under review, five (5) Board Meetings were convened and held on 30 th
April 2024, 9th July 2024, 5th August 2024, 13th November
2024 and 30th December 2024.
Pursuant to Section 173 of the Companies Act 2013, the time gap between the two
consecutive Board Meetings shall not be more than 120 days. Further, the Company has
complied with the applicable Secretarial Standards 1 (SS-1) on Board Meetings, issued by
the Institute of Company Secretaries of India
The details of attendance of each Director at the Board Meeting and Annual General
Meeting held during the year are given below:
Name of Director |
Sandip Raha |
Mousumi Raha |
Suman Kumar Paul |
Santanu Banerjee |
Sneha Kajaria |
Soumya Sujit Mishra |
Number of Board |
|
|
|
|
|
5 |
Meeting held |
5 |
5 |
|
5 |
|
5 |
Number of Board |
|
|
|
|
|
5 |
Meetings Eligible to attend |
5 |
5 |
|
5 |
|
5 |
Number of Board |
5 |
5 |
|
5 |
|
5 5 |
Meeting attended |
|
|
|
|
|
|
Presence at the previous 6th AGM of F.Y. 2023-24 held on
31/08/2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
10. COMMITTEE OF BOARD OF DIRECTORS:
Audit Committee:
Our Company has constituted an Audit Committee as per Section 177 and other applicable
provisions of Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and
its Power) Rules, 2014 and applicable Clauses of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other
applicable guidelines vide resolution passed in the meeting of our Board dated 2nd
September, 2022.
The constitution of the Audit Committee is as follows:
Name of the Director |
Position |
Designation |
Number of Meeting(s) held during the financial year
2024-25 |
| Held |
Eligible to attend |
Attended |
Soumya Sujit |
Independent Director |
Chairman |
1 |
|
1 |
Mishra |
|
|
|
|
|
Sneha Kajaria |
Independent Director |
Member |
1 |
|
1 |
Sandip Raha |
Managing Director |
Member |
1 |
1 |
|
The Company Secretary and Compliance Officer of the Company acts as the Secretary to
the Audit Committee.
The scope and function of the Audit Committee is in accordance with section 177 of the
Companies Act. The recommendations of the Audit Committee on any matter relating to
financial management, including the audit report, are binding on the Board. If the Board
is not in agreement with the recommendations of the Committee, reasons for disagreement
shall have to be incorporated in the minutes of the Board Meeting and the same has to be
communicated to the shareholders. The Chairman of the Audit committee has to attend the
Annual General Meetings of the Company to provide clarifications on matters relating to
the audit.
Tenure
The Audit Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board, to carry out the functions of the Audit Committee as
approved by the Board.
Meetings of the Committee
The committee shall meet as and when required. The quorum for the meeting shall be
either two members or one third of the members of the committee, whichever is higher but
there shall be the presence of minimum two Independent members at each meeting.
Nomination and Remuneration Committee:
Our Company has constituted Nomination and Remuneration Committee in terms of Section
178, Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of
Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and any other applicable guidelines, in the meeting of the Board of
Directors held on 2nd September, 2022.
The Nomination and Remuneration Committee presently consists of the following Directors
of the Board:
Name of the Director |
Position |
Designation |
Number of Meeting(s) held during the financial year
2024-25 |
| Held |
Eligible to attend |
Attended |
Sneha Kajaria |
Independent Director |
Chairman |
1 |
|
1 |
Soumya Sujit Mishra |
Independent Director |
Member |
1 |
|
1 |
Sandip Raha |
Managing Director |
Member |
1 |
|
1 |
Tenure
The Nomination and Remuneration Committee shall continue to be in function as a
committee of the Board until otherwise resolved by the Board.
Stakeholders Relationship Committee:
Our Company has constituted the Stakeholders Relationship Committee in terms of Section
178 sub section (5) and other applicable provisions of Companies Act, 2013 read with Rule
6 of the Companies (Meeting of Board and its Power) Rules, 2014 and applicable clauses of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in the meeting of Board of Directors dated 2nd September, 2022.
The Stakeholders Relationship Committee presently consists of the following Directors
of the Board:
Name of the Director |
Position |
Designation |
Number of Meeting(s) held during the financial year
2024-25 |
| Held |
Eligible to attend |
Attended |
Soumya Sujit Mishra |
Independent Director |
Chairman |
1 |
|
1 |
Sandip Raha |
Managing Director |
Member |
1 |
|
1 |
Mousumi Raha |
Whole Time Director |
Member |
1 |
|
1 |
The Company Secretary and Compliance Officer of the Company would act as the Secretary
to the Stakeholder's Relationship Committee.
Tenure
The Stakeholders Relationship Committee shall continue to be in function as a committee
of the Board until otherwise resolved by the Board, to carry out the functions of the
Stakeholders Relationship Committee as approved by the Board.
11. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Company has devised policy relating to appointment of Directors, payment of
Managerial remuneration, Director's qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013.
The nomination and remuneration policy of the Company is available on the website of
Company on web-link:
https://www.naturewings.com/pdf/6-Nomination-and-Remuneration-Policy.pdf
12. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
committees, and individual directors pursuant to the provisions of the Act.
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of 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 criteria such as the composition of committees, effectiveness of committee
meetings, etc.
In a separate meeting of independent directors, performance of non-independent
directors, the board as a whole and the Chairman of the Company was evaluated, taking into
account the views of executive directors and nonexecutive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of 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 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. Performance evaluation of independent
directors was done by the entire board, excluding the independent director being
evaluated. The Company has devised Board Performance Evaluation Policy which is available
on the website of the Company at web-link:
https://www.naturewings.com/pdf/9-Board-Performance-Evaluation-Policy.pdf.
13. VIGIL MECHANISM:
The Company has adopted the whistle blower mechanism for directors and employees to
report concern about unethical behavior, actual or suspected fraud, or violation of
Company's Code of Conduct and Ethics. The updated whistle blower policy is available on
the website of the Company. The web-link of the same viz.
https://www.naturewings.com/pdf/whistle-blower-policy.pdf
14. AUDITORS:
Statutory Auditor
M/s Maheshwari & Co. (FRN: 105834W), Chartered Accountants, Mumbai, are the
Statutory Auditors of the Company.
M/s Maheshwari & Co. (FRN: 105834W), Chartered Accountants, has been appointed as
the Statutory Auditors of the Company by the members of the Company at its 5th
Annual General Meeting held on 30th September 2023 to hold office from the
conclusion of the 5th Annual General Meeting of the Company held in the year
2023 till the conclusion of 11th Annual General Meeting to be held in the year
2028.
The Auditors' Report for the financial year ended on 31 st March 2025 has
been provided in “Financial Statements” forming part of this Annual Report.
The report of the Statutory Auditor does not contain any qualification, reservation,
adverse remark or disclaimer. The observations made in the Auditor's Report are
self-explanatory and therefore do not call for any further comments.
Internal Auditor:
M/s Prithviraj Basu Thakur, Chartered Accountant, Kolkata [FRN: 332486E] has been
appointed as an Internal Auditor of the company on for the Financial Year 2024-25.
Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis
and based on the recommendation of the Audit Committee. The Internal Auditor reports their
findings on the Internal Audit of the Company, to the Audit Committee. The scope of the
internal audit is approved by the Audit Committee.
Secretarial Auditor:
Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the
Company has appointed K Jatin & Co. [COP No.12043], Practicing Company Secretary,
Ahmedabad as Secretarial Auditor of the Company for the financial year 2024-2025 to carry
out the Secretarial Audit and provide a Secretarial Audit Report for the said financial
year. The Secretarial Audit report issued by the K Jatin & Co. in Form MR -3, forms
part of this report as “Annexure I”.
The report of the Secretarial auditor does not contain any qualification, reservation,
adverse remark or disclaimer.
15. BOARD'S RESPONSE TO QUALIFICATION BY AUDITOR:
The Audit Report does not contain any qualification and the same is self-explanatory.
Hence, your directors are not required to give their comments on the same.
16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION
143(12):
During the year under review, there were no frauds reported by the auditors to the
Board under section 143(12) of the Companies Act, 2013.
17. COST RECORD:
The provision of Cost audit as per section 148 isn't applicable to the Company.
18. LOANS, GUARANTEES AND INVESTMENT:
During the year under review, the Company has not granted any Loans, guarantees or
provided securities in excess of the limits prescribed under Section 186(2) of the
Companies Act, 2013 and has not made any investment through more than two layers of
investment Companies.
19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no related party transactions during the year under review that was covered
under Section 188 of the Companies Act, 2013 other than those carried out in ordinary
course of business and on arm's length basis.
The Policy on Materiality of and dealing with Related Party Transactions as approved by
the Board is uploaded o n the Company's website and can b e accessed at the Web-link:
https://www.naturewings.com/pdf/related-party-transaction-policy.pdf.
20. PARTICULARS OF EMPLOYEES:
Disclosure regarding remuneration and other relevant details, as required under Section
197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, have been provided as an Annexure to
this Report as Annexure II.
Further, as per the provisions of Section 197(12) of the Companies Act, 2013, and Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement containing names and other particulars of employees who receives
remuneration exceeding the limits specified in the aforesaid mentioned rules is not
applicable as there were no such employees.
21. RISK MANAGEMENT:
The Company does not have any Risk Management Policy, as the elements of risk
threatening the Company's existence, is very minimal.
22. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The were no material changes and commitment affecting the financial position of the
company occurring between the end of the Financial Year to which these financial
statements relate and the date of the report.
23. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Act, with regard to Corporate Social
Responsibility (CSR) are at present not applicable to the Company.
24. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
During the year under review, your Company did not have any subsidiary, associate and
joint venture.
26. MANAGEMENT DISCUSSION ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34(2)(e)
read with Schedule V Part B of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations, 2015"), is presented in a separate section forming part of the Annual
Report and is annexed herewith as “Annexure III”.
27. CORPORATE GOVERNANCE
As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations,
2015 applicability of Corporate Governance shall not be mandatory for companies listed on
the SME Platform. Since our company has registered on the SME platform of the BSE the
requirement of Corporate Governance does not apply to us.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The Details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
a. Conservation of energy:
Operations of the Company are not energy intensive. However, every effort is made to
ensure optimum use of energy by using energy- efficient computers, processes and other
office equipment.
b. Technology Absorption:
The Company is continuously making efforts for induction of innovative technologies and
techniques required for the business activities. Steps taken by company for utilizing
alternate sources of energy: NIL
Capital investment on energy conservation equipment's: NIL
c. Foreign Exchange earnings and Outgo:
29. SIGNIFICANT AND MATERIAL REGULATORY ORDERS
There are no orders issued by any regulatory authorities or courts or tribunals in
favour/against the Company impacting the going concern status and Company's operations in
future.
Further, there have been no material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the financial year and the
date of this Report.
30. ADEQUACY ON INTERNAL FINANCIAL CONTROLS
The Company has maintained adequate financial control system, commensurate with the
size, scale and complexity of its operations and ensures compliance with various policies,
practices and statutes in keeping with the organization's pace of growth and increasing
complexity of operations
31. SECRETARIAL STANDARDS
During the year under review, your Company has complied with the Secretarial Standards,
issued by the Institute of Company Secretaries of India and notified by the Ministry of
Corporate Affairs, in terms of Section 118(10) of the Act.
32. ANNUAL RETURN
Pursuant to Section 92 (3) read with Section 134(3)(a) of the Act, every Company shall
place a copy of the annual return on the website of the Company and the same is placed on
the website of the company at www.naturewings.com.
33. PREVENTION OF SEXUAL HARASSMENT MECHANISM
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has formulated a committee name POSH
Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and
redressal of sexual harassment at workplace and an Internal Complaints Committees has also
been set up to redress any such complaints received.
During the year under review, the Company has not received any complaint from the
employees related to sexual harassment. The Company has in place prevention of sexual
harassment policy which is available on the Company's website on web-link:
https://www.naturewings.com/pdf/13-Policy-on-Prevention-of-Sexual-Harrasment-at-Workplace-20220712.pdf
Further, your Company has complied with provisions relating to constitution of Internal
Complaints Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
34. INSOLVENCY AND BANKRUPTCY CODE
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year. The details of the difference between
the amount of the valuation done at the time of one-time settlement and the valuation done
while taking a loan from the Banks or Financial Institutions along with the reasons
thereof are not applicable to the Company.
35. ACKNOWLEDGEMENT
The Directors wish to convey thanks to our clients, vendors, bankers, various Central
and State authorities and look forward to their continued support for the years to come.
For and on behalf of the Board of Directors |
SANDIP RAHA |
CHAIRMAN & |
MANAGING DIRECTOR |
[DIN: 08309475] |
DATE- 1 ST AUGUST 2025 |
PLACE- KOLKATA |
|