To,
The Members,
Your Directors are pleased to present the 13th Annual Report
of your Company together with the Audited Financial
Statements and Auditors' Report for the year ended 31st
March, 2023.
1. FINANCIAL PERFORMANCE:
The financial performance of the Company during the year ended 31st
March, 2023 compared to the previous year is summarized below: (Rs. in Thousand)
Particulars |
2022-23 |
2021-22 |
Revenue From Operations |
1,59,888.00 |
1,87,399.00 |
Other Income |
569.00 |
739.00 |
Net Income |
1,60,457.00 |
1,88,138.00 |
Profit / (Loss) before tax & Exceptional
/ Extraordinary items |
2,768.00 |
201.00 |
Add / (Less): Exceptional / Extraordinary
items |
(1,576) |
0.00 |
Profit/(Loss) Before Tax |
1,192.00 |
201.00 |
Less: Tax Expenses |
|
|
- Current Tax |
332.00 |
74.00 |
- Deferred Tax Liabilities/(Assets) |
4.00 |
(7.00) |
Net Profit / (Loss) After Tax |
856.00 |
134.00 |
2. REVIEW OF OPERATIONS:
During the year, Total Income of your Company was decrease to Rs.
1,60,457.00 Thousand as against Net Income of Rs. 1,88,138.00 Thousand of the previous
year. However, the Company's Net Profit after tax has been Increase to Rs. 856.00
Thousand for the current year as against the Net Profit after tax of Rs. 134.00 Thousand
of the previous year due to increase in profit margin against lower expenditure incurred.
The performance of the Company has been discussed in the Management
Discussion and Analysis Report, which is forming part of the Annual Report.
3. TRANSFER TO RESERVES:
During the year under review, your Directors has decided to retain the
entire amount of profit for financial year 2022-23 in the statement of profit and loss and
do not proposed to transfer any amount to Reserves.
4. DIVIDEND:
During the year under review, In order to conserve resources and future
expansion, your Directors have not recommended any Dividend on Equity Shares of the
Company.
5. DEPOSITS:
During the year under review, your Company has neither invited,
accepted nor renewed any Public Deposits within the meaning of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
6. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on 31st March, 2023 is available on the Company's website
on http://nventures.co.in/Investors-Relations/Annual-Return/Annual-Return-2022-23.pdf
7. BOARD OF DIRECTORS:
The following were the Directors on the Board at the beginning of
financial year 2022-23:
1. Mr. Shreykumar Sheth (DIN: 08734002) |
- Chairman and Managing Director |
2. Ms. Vaishnavi Nanavati (DIN: 08472582) |
- Non-Executive Director |
3. Mr. Hardikbhai Patel (DIN: 08566796) |
- Independent Director |
4. Ms. Bhavisha Daliya (DIN: 08687844) |
- Independent Director |
During the financial year, Ms. Vaishnavi Nanavati (DIN: 08472582),
Director of the Company liable to retire by rotation has been reappointed in 12th
Annual General Meeting of the Company held on 29th September, 2022 and On the
basis of recommendation of Nomination and Remuneration Committee & Audit Committee,
the Board of Directors of the Company, in its meeting held on 29th August,
2022, Mr. Shreykumar Sheth (DIN: 08734002) re-appointed as a Chairman and Managing
Director of the Company for further period of 3 (three) years commencing from 1st
July, 2023 to 30th June, 2026 and same has been approved by the members of the
Company in the 12th Annual General Meeting.
As on 31st March, 2023, Your Company has 4 (Four) Directors,
namely,
1. Mr. Shreykumar Sheth (DIN: 08734002) |
- Chairman and Managing Director |
2. Ms. Vaishnavi Nanavati (DIN: 08472582) |
- Non-Executive Director |
3. Mr. Hardikbhai Patel (DIN: 08566796) |
- Independent Director |
4. Ms. Bhavisha Daliya (DIN: 08687844) |
- Independent Director |
After the closing of the financial year, Mr. Shreykumar Sheth (DIN:
08734002), Chairman and Managing Director of the Company is liable to retire by rotation
at the ensuing Annual General Meeting and being eligible, offer herself for
re-appointment.
8. KEY MANAGERIAL PERSONNEL:
As on 31st March, 2023, Your Company has the following Key
Managerial Personnel (KMP):
1. Mr. Shreykumar Sheth (DIN: 08734002) |
- Chairman & Managing Director |
2. Mr. Pankaj Pandav (ACS: 62216) |
- Company Secretary & Compliance Officer |
3. Mr. Yashkumar Trivedi (PAN: BNLPT3533Q) |
- Chief Financial Officer |
9. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR
FAMILIARISATION PROGRAM:
The Company has received necessary declaration from each Independent
Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria
of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation
25 and 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Board relies on their declaration of independence.
Pursuant to the provisions of Regulation 25 of the SEBI Listing
Regulations 2015, the Company has formulated a programme for familiarizing the 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 etc. through
various initiatives. The detail of the aforementioned programme is available on the
Company's website at
https://www.nventures.co.in/Investors-Relations/Code-of-Conduct&Policies/Other/Familiarization%20Program%20for%20Independent%20Directors.pdf
In the opinion of Board, the Independent Directors of the Company
possess the integrity, requisite experience and expertise, relevant for the industry in
which the Company operates. Further, all the Independent Directors of the Company have
successfully registered with the Independent Director's Databank of the Indian
Institute of
Corporate Affairs. The online proficiency self- assessment test conduct
by the said institute has passed by all the Independent Directors of the Company.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies Act,
2013, the Directors confirm that-
(i) in the preparation of the Annual Accounts for the year ended 31st
March, 2023, the applicable accounting standards have been followed and no material
departures have been made for the same; (ii) appropriate accounting policies have been
selected and applied them consistently and judgments and estimates have been made 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 31st March, 2023 and of the profit of
the Company for that period; (iii) proper and sufficient care have been taken for
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; (iv) the annual accounts have been prepared on a
"going concern" basis; (v) the proper internal financial controls are laid down
and are adequate and operating effectively; (vi) the proper systems to ensure compliance
with the provisions of all applicable laws have been devised and such systems were
adequate and operating effectively.
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the year under review, the Company has not granted any Loan,
given any Guarantees and made investments falling within the purview of the provisions of
Section 186 of the Companies Act, 2013. The details of the outstanding loan granted by the
Company pursuant to the provision of Section 186 of the Companies Act, 2013 are provided
as under. (Rs. in Thousand)
Sr. No. Name of the Party |
Outstanding Balance as on 31.03.2023 |
1 Rushil International, Partnership Firm |
4,260.48 |
2 ONS Buildtech LLP |
5,500.00 |
12. MEETINGS OF BOARD OF DIRECTORS:
During the year, 7 (Seven) Board Meetings were held. The intervening
gap between the Meetings did not exceed the period prescribed under the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
details of which are given in the Corporate Governance Report, forming part of Annual
Report. The Notice along with Agenda and Agenda items of each Board Meetings were given to
each Director of the Company. Attendances of Directors are also provided in the Corporate
Governance Report.
13. MEETINGS OF MEMBERS:
During the year under review, 12th Annual General Meeting of
the Company was held on 29th September, 2022 and Extra Ordinary General Meeting
was held on 24th March, 2023.
14. COMMITTEE MEETINGS:
The details pertaining to the composition of the Audit Committee and
other Committees and all meetings held during the year 2022-23 are included in the
Corporate Governance Report. During the year, all the recommendations made by the Audit
Committee were accepted by the Board.
15. BOARD EVALUATION:
In line with the Corporate Governance Guidelines of the Company, Annual
Performance Evaluation was conducted for all Board Members as well as the working of the
Board and its Committees. The Board evaluation framework has been designed in compliance
with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board
Evaluation issued by SEBI in January, 2017.
The performance of Chairman of the Board was reviewed by the
Independent Directors taking into account the views of the Executive Directors. The
parameters considered were leadership ability, adherence to corporate governance practices
etc.
Evaluation of the Board was based on criteria such as composition and
role of the Board, Board communication and relationships, functioning of Board Committees,
review of performance and compensation to Executive Directors, succession planning,
strategic planning, etc.
Evaluation of Directors was based on criteria such as participation and
contribution in Board and Committee meetings, representation of shareholder interest and
enhancing shareholder value, experience and expertise to provide feedback and guidance to
top management on business strategy, governance and risk, understanding of the
organization's strategy, risk and environment, etc.
Evaluation of Committees was based on criteria such as adequate
independence of each Committee, frequency of meetings and time allocated for discussions
at meetings, functioning of Board Committees and effectiveness of its
advice/recommendation to the Board, etc. The Board has also noted areas requiring more
focus in the future.
16. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015,
as amended from time to time, with a view to regulate the trading in securities by the
Directors and Designated Employees of the Company. The Code requires pre-clearance for
dealing in the Company's shares and prohibits the purchase or sale of shares of the
Company by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the
Trading Window' is closed. The Board is responsible for implementation of the
code. All Directors and the designated Employees have confirmed compliance with the code.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNING AND OUTGO:
The particulars required to be included in terms of Section 134(3) (m)
of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption,
Foreign Exchange earnings and outgo are given below.
A. Conservation of Energy:
(i) The Company is engaged in Trading Activity. Hence, there are no
extra steps taken for energy saving. However, requisite steps have been taken to improve
energy consumption by using LED lights in back office area of the Company. (ii) The steps
taken by the Company for utilising alternate sources of energy: The Company is not using
any alternate source of energy. However, the Company is using electricity as main source
of energy. (iii) The capital investment on energy conservation equipment: Nil
B. Technology Absorption:
(i) The efforts made towards technology absorption: N.A.
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution: N.A. (iii) In case of imported technology
(imported during last three years reckoned from the beginning of the financial year): N.A.
(iv) The expenditure incurred on research & development during the year: Nil
C. Foreign Exchange Earning and Outgo:
The foreign Exchange earnings and expenditure of the Company is Nil.
18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the Internal Audit
function is well defined in the organization. The Internal Audit Department monitors and
evaluates the efficacy and adequacy of Internal Control Systems in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of
the Company. Based on the report of Internal Audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions suggested are presented to the Audit
Committee of the Board.
19. VIGIL MECHANISM (WHISTLE BLOWER POLICY):
The Company has adopted Vigil Mechanism/Whistle Blower Policy in
accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Under this policy, your Company encourages its employees to report any
reporting of fraudulent financial or other information to the stakeholders, and any
conduct that results in violation of the Company's code of business conduct, to the
management (on an anonymous basis, if employees so desire). Further, your Company has
prohibited discrimination, retaliation or harassment of any kind against any employees
who, based on the employee's reasonable belief that such conduct or practice have
occurred or are occurring, reports that information or participates in the investigation.
The Vigil Mechanism / Whistle Blower Policy is being made available on the Company's
website at the web link
https://www.nventures.co.in/Investors-Relations/Code-of-Conduct&Policies/Policies/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf
20. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY
MANAGERIAL
PERSONNEL:
Pursuant to provision of Section 178(3) of the Companies Act, 2013, the
Board has framed a Policy for selection, appointment and remuneration of Directors and Key
Managerial Personnel including criteria for determining qualifications, positive
attributes and independence of Directors. More details have been disclosed in the
Corporate Governance Report. The Remuneration Policy of the Company is available on the
Company's website at the web link
http://nventures.co.in/Investors-Relations/Code-of-Conduct&Policies/Policies/Nomination%20&%20Remuneration%20policy.pdf
21. BOARD DIVERSITY POLICY:
A diverse Board enables efficient functioning through differences in
perspective and skill, and also fosters differentiated thought process at the back of
varied industrial and management expertise, gender and knowledge. The board recognizes the
importance of diverse composition and has adopted a Board Diversity Policy which sets out
the approach to diversity. The Board Diversity Policy is available on the Company's
website at the web link
https://www.nventures.co.in/Investors-Relations/Code-of-Conduct&Policies/Policies/Board%20Diversity%20Policy.pdf
22. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:
As on 31st March, 2023, your Company does not have any Joint
Ventures, Subsidiaries and Associates Company.
23. CORPORATE SOCIAL RESPONSIBILITY [CSR]:
The provisions of the CSR expenditure and Composition of Committee as
provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
All related party transactions that were entered into during the
financial year were at arm's length basis and were in the ordinary course of
business. All related Party Transactions were placed before the Audit Committee and the
Board for approval. Prior omnibus approval of the Audit Committee has been obtained for
the transactions which are of a foreseen and in repetitive nature. Policy on Transactions
with Related Parties as approved by the Board is uploaded on the Company's website at
web link
https://www.nventures.co.in/Investors-Relations/Code-of-Conduct&Policies/Policies/Related%20Party%20Transaction%20Policy.pdf
During the year, your Company has not entered into any significant
material related party transactions. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2
is not applicable. Suitable disclosure as required under AS-18 has been made Note 4 of
other Disclosure to the Financial Statement.
25. PARTICULARS OF EMPLOYEES:
The information containing the names and other particulars of ratio of
Directors' Remuneration to Median Employees' Remuneration in accordance with the
provisions of 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 attached
to this report as Annexure - 1.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is attached to this report as Annexure -2.
26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder at workplace.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the Financial Year, the Company had not received any complaints
and no complaints were pending as on 31st March, 2023. Further, the Company
ensures that there is a healthy and safe atmosphere for every women employee at the
workplace.
27. STATUTORY AUDITORS' AND REPORT:
M/s. Kansariwala & Chevli, Chartered Accountants, Surat (FRN:
123689W) were appointed as a Statutory Auditor of the Company in 10th Annual
General Meeting held on 30th September, 2020 for a further period of 5 (five)
years till the conclusion of the 15th Annual General Meeting of the Company to
be held in the year 2025.
The Auditors' Report does not contain any qualification or adverse
remark. Notes to Accounts and Auditors' remarks in their report are self-explanatory
and do not call for any further comments. The Auditors has not reported any matter of an
offence of fraud to the Company required to be disclosed under Section 143(12) of the
Companies Act, 2013.
28. INTERNAL AUDITORS AND REPORT:
M/s. Abhishek R. Shah & Co., Chartered Accountants (Firm Reg. No.
144923W) at Navsari, is acting as Internal Auditors of the Company and has conducted
periodic audit of all operations of the Company. The Audit Committee of the Board of
Directors has reviewed the findings of Internal Auditors regularly.
29. SECRETARIAL AUDIT REPORT AND MANAGEMENT REPRESENTATION ON
QUALIFICATION, RESERVATION OR ADVERSE REMARKS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Manish R. Patel, Company Secretary in Practice of Surat
(Certificate of Practice No. 9360) to undertake the Secretarial Audit of the Company for
the Financial Year 2022-23. The Secretarial Audit Report for the F.Y 2022-23 in form MR-3
is attached to this report as "Annexure-2". The report contains following
qualification, reservation or adverse remarks:
Sr. No. Secretarial
Auditors' Qualification, Reservation or adverse remarks |
Management Representation |
1 As per requirement of
Regulation 31(1)(a) of the Listing Regulations, the Company has not submitted Shareholding
Pattern in XBRL format one day prior to the listing of its equity shares on the Stock
Exchange. |
The Company has submitted
shareholding pattern under Regulation 31(1)(a) of the SEBI (LODR) Regulations, 2015 to BSE
Limited during Listing and Trading Application on 04/05/2022. However, Company has delayed
in the submission of the same in XBRL format to the BSE online Listing Centre due to
non-availability of Listing Centre User ID/Password. Further, the Company has submitted
the same in XBRL format on 05/08/2022. |
30. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report provides a
perspective of economic and social aspects material to your Company's strategy and
its ability to create and sustain value to your Company's key stakeholders.
Pursuant to the provisions of Regulation 34 read with Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management's Discussion and Analysis Report capturing your
Company's performance, industry trends and other material changes with respect to
your
Company is attached to this report as Annexure 4.
31. CORPORATE GOVERNANCE:
The members may please note that the provisions relating to Corporate
Governance are not applicable to the Company. Accordingly, your Company is not required to
submit the Corporate Governance Report with this Annual Report. However, keeping in view
the objective of encouraging the use of better practices, your Company has decided
voluntarily to adopt and disseminate disclosure of Corporate Governance which not only
serve as a benchmark for the corporate sector but also help the Company in achieving the
highest standard of Corporate Governance.
Accordingly, a voluntary disclosure on Corporate Governance as
stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure 5.
As such the Members may note that any omission of any Corporate
Governance provisions shall not be construed as non-compliance of the above mentioned
regulations.
32. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:
There have been no material changes and commitments, affecting the
financial position of the Company which occurred between the end of the financial year to
which the financial statements relate and the date of this report.
33. CHANGE IN THE NATURE OF BUSINESS:
For sustained growth in the future, Company wants to rely on its main
business of trading of Precious Metals, Stones & Jewellery. Hence, there is no change
in the nature of the business of the Company during the year.
34. STATEMENT OF CHANGE IN EQUITY SHARE CAPITAL:
During the year, your Company has issued a Prospectus dated 16th
April, 2022 and the basis of allotment was finalized in consultation with the BSE Limited
on 2nd May, 2022. The Company allotted fully paid up 4,38,000 Equity Shares of
face value of Rs. 10/- each, issued at a price of Rs. 50/- per share (including a share
premium of Rs. 40/- per equity share). Accordingly, the paid up share capital of the
Company has been increased from 12,10,000 Equity Shares to 16,48,000 Equity Shares w.e.f.
2nd May, 2022.
Further, Your Company has increased its Authorised Share Capital from
Rs. 2,00,00,000/- (Rupees Two Crore) divided into 20,00,000 (Twenty Lakh) equity shares of
Rs. 10/- (Rupees Ten) each to Rs. 5,50,00,000/- (Rupees Five Crores Fifty Lakh) divided
into 55,00,000 (Fifty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each in its
Extra-ordinary General Meeting held on 24th March, 2023.
After the closing of the financial year, The Board of Directors of the
Company in their meeting held on 6th May, 2023 has allotted 30,22,000 Equity
Shares to the Allottees upon conversion of warrants issued on preferential basis.
Accordingly, the paid up share capital of the Company has been increased from 16,48,000
Equity Shares to 46,70,000 Equity Shares.
35. INITIAL PUBLIC OFFER (IPO):
Pursuant to completion of Initial Public Offer (IPO) of 4,38,000 Equity
Shares of face value of Rs. 10/- each, issued at a price of Rs. 50/- per share (including
a share premium of Rs. 40/- per equity share), the paid up share capital of the Company
has been increased from 12,10,000 Equity Shares to 16,48,000 Equity Shares w.e.f. 2nd
May, 2022.
36. LISTING OF EQUITY SHARES:
During the year, Your Company has received Listing and Trading approval
from BSE Limited vide its letter dated 5th May, 2022, permitting Listing and
Trading of 16,48,000 Equity Shares of the Company on SME platform w.e.f. 6th
May, 2022.
After the closing of the financial year, BSE Limited has granted
Listing Approval vide its letter dated 18th May, 2023 and Trading Approval vide
its letter dated 8th June, 2023 for 30,22,000 Equity Shares of the Company on
SME platform w.e.f. 9th June, 2023.
37. USE OF PROCEEDS:
During the year, your Company raised funds of Rs. 219.00 Lakhs through
Initial Public Offering (IPO) and listed its Equity Shares on 6th May, 2022 on
SME Platform of the BSE Limited.
The Company has submitted the details of utilization of proceeds from
IPO to the Stock Exchange i.e. BSE Limited (BSE) as per requirement of Regulation 32 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 14th
November, 2022, there was no deviation or variation in the utilisation of proceeds of the
IPO from the objects stated in the Prospectus dated 16th
April, 2022 and the Company has been fully Utilised the IPO proceeds, the details are
summarized below: (Rs. in Lakh)
Sr. No. Particulars |
Amount |
Utilized amount up to
30.09.2022 |
Un-utilized amount as on
30.09.2022 |
1. Working Capital Requirements |
174.00 |
174.00 |
0.00 |
2. General Corporate Purpose |
25.00 |
25.00 |
0.00 |
3. Issue related expenses |
20.00 |
20.00 |
0.00 |
Total |
219.00 |
219.00 |
0.00 |
After the closing of the financial year, your Company raised funds of
Rs. 1359.90 Lakhs through Preferential Issue and listed its Equity Shares on 9th
June, 2023 on SME Platform of the BSE Limited. The details of utilization of proceeds from
IPO will be provided as per requirement of Regulation 32 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
38. ALTERATION OF MOA:
During the year, Members of the Company had approved alteration in
Capital Clause of Memorandum of Association in the Extra Ordinary General Meeting of the
Company held on 24th March, 2023.
39. LISTING FEES:
The Equity Shares of the Company are listed on SME Platform of BSE
Limited and The Company has paid the applicable listing fees to the Stock Exchange till
date.
40. RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.
41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR
COURTS OR TRIBUNALS:
During the year under review, no significant or material orders were
passed by the Regulators or Courts or Tribunals which would impact the going concern
status of the Company and its operations in future.
42. MAINTENANCE OF COST RECORDS & AUDIT:
Your Company is not required to maintain cost records as specified by
the Central Government under Section 148(1) of the Companies Act, 2013. The provision of
cost audit does not apply to your Company.
43. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:
During the year under review, your Company has complied with all the
applicable Secretarial Standards issued by The Institute of Company Secretaries of India
and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.
44. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:
In compliance with various MCA Circulars and SEBI Circulars, notice of
the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to
those members whose email addresses are registered with the Company/RTA/Depositories.
Members may note that the Notice and Annual Report 2022-23 will also be available on the
Company's website at www.nventures.co.in, websites of the Stock Exchange, i.e., BSE
Limited at www.bseindia.com and on the available on the website of NSDL (agency for
providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com
45. HUMAN RESOURCES:
The Company treats its "Human Resources" as one of its most
important assets. The Company's culture promotes an environment that is transparent,
flexible, fulfilling and purposeful. The Company is driven by passionate and highly
engaged workforce. This is evident from the fact that the Company continues to remain the
industry benchmark for talent retention.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that provide focused
people attention are currently underway. The Company thrust is on the promotion of talent
internally through job rotation and job enlargement.
During the year under review, there was a cordial relationship with all
the employees. The Directors would like to acknowledge and appreciate the contribution of
all employees towards the performance of the Company.
46. GENERAL:
Your Directors 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) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
(b) Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
(c) Payment of remuneration or commission to Managing Director or the
Whole-time Director, if any, of the Company from any of its subsidiaries. (d) The details
of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with its status as at the end of the financial
year. (e) The details of difference between amount of the valuation done at the time of
one time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
47. ACKNOWLEDGEMENTS AND APPRECIATIONS:
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Financial Institutions, the Bankers,
Government authorities, customers, vendors and shareholders during the year under review.
Your Directors also wish to record their recognition of the customer support and patronage
by the corporate houses in and around Surat.
Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers and staff, which
enable the Company to deliver a good all-round record performance.
|
By Order of the Board of Directors |
|
NANAVATI VENTURES LIMITED |
Place: Navsari |
SHREYKUMAR SHETH |
Date: 04/09/2023 |
Chairman and Managing Director |
|
DIN: 08734002 |
REGISTERED OFFICE |
|
S-414, OM Plaza, Adarsh App. Co. Op. Ho.
Soc., |
|
Village: Vijalpor, Taluka: Jalalpore, |
|
Navsari-396445, Gujarat |
|
" ANNEXURE 1" TO THE DIRECTORS' REPORT
PARTICULARS OF EMPLOYEES
[Pursuant to Sub-Section (12) of Section 197 of the Companies Act, 2013
and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014]
(i) The percentage increase in remuneration of each Director and KMP
during the financial year 2022-23 and ratio of each director to the median remuneration of
the employees of the Company for the financial year 2022-23 are as under: (Rs. in
Thousand)
Sr. No. Name of
Director/KMP and Designation |
Remuneration of
Director/KMP for financial year 2022-23 |
% increase in Remuneration
in the financial year 2022-23 |
Ratio of remuneration of
each Director to median remuneration of employees |
1 Mr. Shreykumar Hasmukhbhai
Sheth (Chairman & Managing Director) |
375 |
20.19 |
1.33 |
2 Mr. Yashkumar Sarjubhai
Trivedi (Chief Financial Officer) |
300 |
26.58 |
N.A. |
3 Mr. Pankaj Valjibhai Pandav
(Company Secretary & Compliance Officer) |
327.74 |
42.50 |
N.A. |
(ii) The Median Remuneration of employees of the Company during the
financial year was Rs. 2.82 Thousand. (iii) In the financial year 2022-23, there was
Increase of 17.50% in the median of remuneration of employees. (iv) As on 31st
March, 2023, there were 8 (Eight) permanent employees on the rolls of the Company.
(v) Average percentile increase 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 points out if there are any exceptional circumstances for increase in the
managerial remuneration: Average percentile increase already made in the salaries of the
employees other than the managerial personnel in the last financial year 2022-23 was
25.00% whereas the increase in the managerial remuneration for the financial year was
1.33%.
(vi) Affirmation that the remuneration is as per the Remuneration
policy of the Company: It is hereby affirmed that the remuneration is as per the
remuneration policy for Directors, Key Managerial Personnel and other employees.
|
By Order of the Board of Directors |
|
NANAVATI VENTURES LIMITED |
Place: Navsari |
SHREYKUMAR SHETH |
Date: 04/09/2023 |
Chairman and Managing Director |
|
DIN: 08734002 |
" ANNEXURE 2" TO THE DIRECTORS' REPORT
PARTICULARS OF EMPLOYEES
[Pursuant to Sub-Section (12) of Section 197 of the Companies Act, 2013
and Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]
The details of top ten employees in terms of remuneration drawn during
the financial 2022-23 are as under:
(Rs. in Thousand)
Sr. No. Name of Employee |
Designation |
Age (in years) |
Salary (per annum) |
Qualification |
Experience (in years) |
Date of Joining |
Last Employment |
1 Ms. Khushbuben Raval |
Sales Executive |
33 |
597.60 |
B. Com. |
3 |
01/08/2020 |
- |
2 Mr. Paresh Raval |
Sales Executive |
35 |
597.60 |
B. Com. |
3 |
01/08/2020 |
- |
3 Mr. Yashkumar Trivedi |
Chief Financial Officer |
23 |
327.74 |
B. Com. |
4 |
28/02/2019 |
- |
4 Mr. Pankaj Pandav |
Company Secretary &
Compliance Officer |
33 |
300.00 |
B. Com., C.S. |
3 |
01/07/2020 |
- |
5 Ms. Neha Patel |
Sales Executive |
32 |
189.60 |
B. Com. |
8 |
01/08/2020 |
Pure Broking Pvt. Ltd. |
6 Ms. Pallavi Prajapati |
Back Office Executive |
38 |
165.60 |
B. Com. |
6 |
01/08/2020 |
Pure Broking Pvt. Ltd. |
7 Mr. Hemant Patel |
Purchase Executive |
40 |
179.87 |
B. Com. |
1 |
01/05/2022 |
- |
8 Mr. Mihir Patel |
Account Executive |
34 |
125.80 |
B. Com. |
1 |
01/04/2022 |
- |
Note:
1. None of the employees mentioned above are related to any of the
Directors of the Company.
2. All appointments are on permanent basis.
3. None of the employees mentioned above hold more than 2.00% of the
shares of the Company along with their spouse and dependent children.
|
By Order of the Board of Directors |
|
NANAVATI VENTURES LIMITED |
Place: Navsari |
SHREYKUMAR SHETH |
Date: 04/09/2023 |
Chairman and Managing Director |
|
DIN: 08734002 |
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
NANAVATI VENTURES LIMITED
CIN: L51109GJ2010PLC061936
S-414, OM Plaza, Adarsh App. Co. Op. Ho. Soc., Village: Vijalpor,
Taluka: Jalalpore, Navsari-396445, Gujarat
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by NANAVATI VENTURES
LIMITED (hereinafter called the
"Company"). The Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information, explanations and clarifications provided by the Company, its management,
officers, agents and authorized representatives during the conduct of secretarial audit, I
hereby report that in my opinion, the Company has, during the audit period covering the
financial year ended on 31st March, 2023, generally complied with the
statutory provisions of the applicable acts listed hereunder and also that the Company has
proper Board processes and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder.
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of
India Act, 1992 (SEBI Act'):
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company during
Audit period);
(e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during
Audit period);
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with
client (Not applicable to the Company during Audit period);
(g) The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018;
(h) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021
(Not applicable to the Company during Audit period); and
(i) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 (Not applicable to the Company during Audit period).
(vi) The Company being engaged in trading activity is not attracting
any sector specific laws.
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards (with respect to Board and General Meetings)
issued by The Institute of Company Secretaries of India (ICSI),
(ii) The Listing Agreement entered into by the Company with Stock
Exchange read with SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the following observations:
(i) As per requirement of Regulation 31(1)(a) of the Listing
Regulations, the Company has not submitted Shareholding Pattern in XBRL format one day
prior to the listing of its equity shares on the Stock Exchange.
I further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors
including one women Director. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance
with the provisions of the Act and Listing Regulation.
Adequate notice was given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance
other than those held at shorter notice, and a system exists for seeking and obtaining
further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
Majority decision is carried through and proper system is in place
which facilitates/ensure to capture and record the dissenting member's views, if any,
as part of the minutes.
I further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, the following events
occurred which , the Company has not taken specific actions/decisions having major bearing
on the Company's affairs in pursuance of the above referred laws, rules, regulations,
guidelines, etc. referred to above.
(i) Pursuant to completion of Initial Public Offer (IPO) of 4,38,000
Equity Shares of face value of Rs. 10/- each, issued at a price of Rs. 50/- per share
(including a share premium of Rs. 40/- per equity share), the paid up share capital of the
Company has been increased from 12,10,000 Equity Shares to 16,48,000 Equity Shares w.e.f.
2nd May, 2022. The Company has received Listing and Trading approval from BSE
Limited vide its letter dated 5th May, 2022, permitting Listing and Trading of
16,48,000 Equity Shares of the Company on SME platform w.e.f. 6th May, 2022.
(ii) The Company has passed Special Resolution in EGM held on 24th
March, 2023 for issue, offer and allottment of 33,33,000 fully convertible warrants of the
Company of Face Value of Rs.10/- each at a price of Rs. 45/- each payable in cash to
Promoters and Non-Promoters group of the company on a preferential basis.
Place: Surat |
MANISH R. PATEL |
Date: 04/09/2023 |
Company Secretary in Practice |
|
ACS No: 19885 |
|
COP No. : 9360 |
|
Peer Review No. : 929/2020 |
|
ICSI Unique Code: I2010GJ763400 |
|
ICSI UDIN: A019885E000923887 |
This report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report.
To,
The Members,
NANAVATI VENTURES LIMITED
CIN: L51109GJ2010PLC061936
S-414, OM Plaza, Adarsh App. Co. Op. Ho. Soc., Village: Vijalpor,
Taluka: Jalalpore, Navsari-396445, Gujarat
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the
management of the Company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test check basis to ensure that correct
facts are reflected in secretarial records. I believe that the processes and practices, I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Wherever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events, etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
7. I further, report that the Compliance by the Company of applicable
Financial Laws like Direct and Indirect Tax Laws has not been reviewed in this audit since
the same has been subject to review by the statutory financial audit and other designated
professionals.
Place: Surat |
MANISH R. PATEL |
Date: 04/09/2023 |
Company Secretary in Practice |
|
ACS No: 19885 |
|
COP No. : 9360 |
|
Peer Review No. : 929/2020 |
|
ICSI Unique Code: I2010GJ763400 |
|
ICSI UDIN: A019885E000923887 |