To
The Members,
North Eastern Carrying Corporation Limited
Your Board of Directors has immense pleasure in presenting the Thirty Eighth (38th)
Annual Report of North Eastern Carrying Corporation Limited (the "Company")
together with the Audited Financial Statements for the Financial Year ended March 31,
2023.
1. FINANCIAL HIGHLIGHTS
1.1 The highlights of performance of the Company for the financial year 2022-23 were as
under with comparative position of previous year's performance: (Rs. in Lakhs except EPS)
Particulars |
2022-2023 |
2021-22 |
(% Growth) |
Revenue from Operations |
30599.22 |
25042.77 |
22.19 |
Profit before Tax |
939.95 |
568.64 |
65.30 |
Tax |
362.85 |
142.89 |
153.94 |
Profit After Tax |
577.10 |
425.75 |
35.55 |
Total Comprehensive Income |
592.45 |
421.57 |
40.53 |
Earning per Share(EPS) |
1.15 |
0.85 |
35.30 |
1.2 FINANCIAL PERFORMANCE
During the year, the revenue from operations has been increased to Rs. 30599.22 Lakhs
as against Rs. 25042.77 Lakhs in the previous financial year 2021-2022 registering a
profit of 22.19%. Our Net profits has Increased to Rs. 577.10 Lakhs for the current
financial year 2022-23 as against Rs. 425.75 Lakhs in the previous financial year 2021-22,
recording an increase of 35.55 %.
1.3 STATE OF THE COMPANY'S AFFAIRS
The operational highlights of the Company during the year are as follows:-
Work order/contracts
TATA STEEL LIMITED
• In Continuation of the work order received worth of Rs 156 cr. from TATA
STEELS LIMITED for transportation of Iron ore Loading & Supervision inside KIM Loading
from TSL Bunker & supervision inside mine Transportation & Rake Loading from KIM
Mine Transportation & Rake Loading from KIM Mine. We have successfully completed and
accomplished the work within stipulated time from 06.01.2022 to 31.08.2023
• In Continuation of the work order received worth of Rs 274 cr. from TATA
STEELS LIMITED for transportation of their raw materials and mining products from Joda/
NOMA Mandi. We have successfully completed and accomplished the work within stipulated
time from 01.09.2020 to 31.08.2023.
• Work order worth of Rs. 19 cr. from Tata Steel Mining Limited for Chrome ORE
Transportation from Mines from Sukinda/Saruabil/Kamarda to Paradip, Gopalalpur, SMEL and
TBPL from 01.04.2022 to 31.03.2023.
Other Work order/contracts
• Work order from APL APOLLO TUBES LIMITED for the transportation of finished
goods on the different lanes from effective from 1st April 2022 to 30th June 2022 for a
period of Three (3) months on extendable basis.
• Statement of work from M/s Commscope India Pvt Ltd for placing of vehicle
from Goa to different locations from 1st of April, 2022 and the Agreement continues in
full force and effect until Supplier's completion of the Services as set forth in the
Statement of Work(s).
• Work order from Deepak Fasteners Limited for transportation of materials from
Ludhiana to anywhere in India and vice-versa w.e.f 25.01.2023.
• Service contract from M/s DIC India Limited for transportation of products
manufactured or sold by the Company from its manufacturing/ processing/ storage/depot
through road from 01.04.2022 till 31.03.2025.to various locations in/across India.
• Work order from M/s HYGENIC RESEARCH INSTITUTE PVT. LTD. for transportation
of FMCG Cosmetics goods from HRI origin hubs by means of partial truck load/ LCL/ FTL to
various fixed destinations across India from 01.04.2022 to 31.03.2024.
• Work order from M/s L G Balakrishnan & Bros. Limited fro collection and
delivery of material on ingress and egress from /to various designated locations from
01.08.2022 to 31.07.2024.
• Work order from ZF Commercial Vehicle Control Systems India Limited for
material transportation for WINJ/ WINC from ZF CVCS Amballur plant, Nepal to various
designated locations from 15.09.2022m to 31.12.2023.
• Partial truck load Sundry Movement is decreased from 54.61 % in the previous
year 2021-22 to 48.29 % in the current year FY 2022-23..
• Full truck load is increased from 45.39% in the previous FY 2021-22 to 51.71%
in the current FY 2022-23.
• Continued focus on improving profitability by moving away from non profitable
clients
• Top 5 customers contributed 46% of total revenues in FY 2022-23 as compared
to 39% in FY 2021-2022
• Rating of Brickwork Ratings BBB- stable on our long-term debt and A3 on short
Term Loan.
2. DIVIDEND
Your Company needs Capital for its expansion plans, therefore the Board of Director has
decided to invest the profit into the operations of the Company. Hence, no dividend is
recommended for the financial year ended 31st March, 2023.
3. SHARE CAPITAL
As on March 31, 2023, the Authorized Share Capital of the Company was Rs. 10,000.00
Lakhs consisting of 10,00,00,000 equity shares of Rs.10/- each and the issued & paid
up share capital of the Company was Rs. 5019.73 Lakhs consisting of 5,01,97,336 equity
shares of Rs.10/- each.
However, w. e. f. July 17, 2023 the paid up Share capital of the Company has increased
from Rs.5019.73 Lakhs consisting of 5, 01,97,336 equity shares of Rs.10/- each to Rs 7278.
61 Lakhs consisting of 7, 27, 86,137 equity shares of Rs.10/- each pursuant to the
allotment of 4, 51, 77,602 partly paid up equity shares under Right Issue.
These shares rank pari passu with the existing Equity Shares of the Company, in all
respects. The Company has not issued any Equity Shares with differential rights, sweat
equity shares or bonus shares during the year under review.
4. TRANSFER TO RESERVES
The Company doesn't propose to transfer any amount to General Reserve during the
financial year 2022-23.
5. ANNUAL RETURN
In accordance with Section 92(3) of the Act, the annual return in form MGT-7 is
available on the Company's website at www.neccgroup.com.
6. CORPORATE GOVERNANCE
We, at NECC, believe that good and effective Corporate Governance is critical to
achieve corporate vision and mission of the organization; it is more of an organizational
culture than a mere adherence to rules and regulations. Your Company has established and
maintained a strong ethical environment, overseen by Board of Directors, where 6 out of 8
Directors are Independent. The Company's practices and policies reflect the true spirit of
Corporate Governance initiatives.
Your Company is in compliance of all mandatory requirements of Corporate Governance as
stipulated as per Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015. In terms of Regulation 34(3) read with Schedule
V of the SEBI Listing Regulations, a Report on Corporate Governance along with Compliance
Certificate issued by the Practicing Company Secretaries, M/s A. K. Friends & Co. is
attached and forms integral part of this Report (herein referred to Corporate Governance
Report").
7. BOARD & COMMITTEES OF BOARD
The details of the composition, terms of reference and number of meetings of the Board
and its Committee held during the financial year 2022-23 are provided in the Corporate
Governance Report.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of Section 152 of the Companies Act, 2013 and in Articles of
Association of the Company, Mr. Sunil Kumar Jain (DIN: 00010695), shall retire by rotation
in the ensuing 38th Annual General Meeting and being eligible, offers himself
for re-appointment.
The Board of Directors hereby confirms and represent that none of the Directors of the
Company are disqualified from being appointed as Director pursuant to Section 164 of the
Companies Act, 2013. Mr. Manoj Kumar Jain, Mr. Mohak Jain , Mr. Utsav Jain, Mr. Saurav
Upadhyay , Mr. Ashutosh Dubey & Ms. Priya Singh, Independent Directors have submitted
a declaration that each of them meets the criteria of independence as provided in Section
149(6) of the Act and in Listing Regulations.
Ms. Reena Gupta (DIN: 06966728) has resigned from the directorship (Non Executive
Director) of the Company w.e.f December 16, 2022 due to other commitments.
Mr. Saurav Upadhyay (DIN: 05350001), Mr. Ashutosh Kumar Dubey (DIN: 07621637)
& Ms, Priya Singh (DIN: 08727539) were appointed as the Independent Directors on the
Board of the Company w.e.f February 14, 2023 and thereafter shareholders approved their
appointment in the duly convened Extra- Ordinary General Meeting held on 18.04.2023
pursuant to new Regulation 17(1)(1C) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 inserted by the SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2021 read with the corrigendum, w.e.f.
1.1.2022.
Mr. Mohak Jain and Mr. Utsav Jain have resigned from the directorship (Non Executive
Independent Directors) of the Company w.e.f June 09, 2023 due to personal reasons.
Further, brief particulars and expertise of director seeking reappointment together
with their other directorships and committee memberships have been given in the annexure
to the Notice of the Annual General Meeting in accordance with the requirements of the
Listing Regulations and applicable Secretarial Standards.
In terms of Section 203 of the Act, the following are the Key Managerial Personnel
(KMP) of the Company as on date of this report:
1. Mr. Sunil Kumar Jain, Chairman & Managing Director
2. Mr. Utkarsh Jain, Whole-Time Director
3. Mr. Shyam Lal Yadav, Chief Financial Officer
4. Ms. Mamta Bisht, Company Secretary & Compliance Officer.
9. DIRECTORS' RESPONSIBILTY STATEMENT
With reference to Section 134(5) of the Companies Act, 2013, your Directors hereby
confirmed that:-
i. in the preparation of the annual accounts for the financial year ended March
31, 2023, the applicable Accounting Standards have been followed and no material
departures have been made from the same;
ii. such accounting policies have been selected and applied consistently (except
for changes in the Accounting Policies as disclosed in the Notes to Accounts to the
Financial Statements) and judgments and estimates 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 2022-23 and of the profit and Loss of the Company for the that period;
iii. proper and sufficient care is taken 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;
iv. the annual accounts have been prepared on a going concern basis.
v. Internal financial controls have been laid down to be followed by the Company
and such internal financial controls were adequate and operating effectively; and
vi. the Directors had devised proper system to ensure compliance with the
provisions of all applicable laws and such systems were adequate and are operating
effectively.
10. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Board of your Company has laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and operating
effectively. Your Company has adopted policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
M/s Nemani Garg Agarwal & Co, Chartered Accountants, the Statutory Auditors of the
Company, has audited the financial statements included in the Annual Report and has issued
an attestation report on our internal control over financial reporting (as defined in
Section 143 of Companies Act 2013).
11. AUDITORS
STATUTORY AUDITORS
Members in their 36th AGM had appointed M/s. Nemani Garg Agarwal & Co,,
Chartered Accountants, (Firm Registration No. 010192N) as Statutory Auditors of the
Company to hold office for a period of upto 5 (Five) years i.e. till the conclusion of the
41st AGM of the Company to be held in the financial Year 2026. The Auditors
have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Auditors' Report for the financial year ended March 31, 2023 contains the following
qualifications as made by the statutory auditors for the financial year ended March 31,
2022:
1. The Company has not provided provision for doubtful debts.
2. The Company has not recognized right to use assets of leased property.
3. The Debit & credit balances are subject to confirmation.
However, the management has already clarified that:
1. The Company has not provided provision for doubtful debts since the debtors
are fully realizable.
2. The Company has not recognized right to use assets of leased property since
the lease are not long term lease.
3. Company is in process of getting confirmation from parties.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors of the Company had appointed M/s Ashish Kumar Friends & Co., Practicing
Company Secretaries (COP No.4056), New Delhi to undertake the Secretarial Audit of the
Company for the year ended March 31, 2023. The Secretarial Audit Report for the financial
year ended March 31, 2023 is annexed to this report as Annexure II.
The Secretarial Audit Report for the financial year ended March 31, 2023 does not
contain any qualification, reservation, adverse remark or disclaimer.
During the year under review, under Section 143 (12) of the Act, neither the statutory
auditors nor the secretarial auditors have reported to the Audit Committee, any instances
of material fraud committed against the Company by its officers or employees, the details
of which need to be mentioned in the Board's Report
INTERNAL AUDIT
Pursuant to Section 138 of the Act & rules made thereunder, M/s Sanghi & Co.,
Chartered Accountant (Firm Registration No. 012619N), acts as Internal Auditor of
the Company.
12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY COMPANY
Pursuant to Section 186 of the Act and Schedule V of the SEBI Listing Regulations,
disclosure on particulars relating to loans, advances, guarantees and investments are
forms part of the financial statements and are provided in this Annual Report.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial year were on
an arm's length basis, in the ordinary course of business and were in compliance with the
applicable provisions of Section 188 of the Companies Act, 2013 read with Rule 8(2) of
Companies (Accounts) Rules, 2014 and Regulation 23 of the Listing Regulations. There were
no materially significant Related Party Transactions made by the Company during the year
that would have required Shareholder approval under the Listing Regulations.
The Particulars of contract or arrangement entered into by the Company with related
parties as per the provisions of Section 188 of the Companies Act, 2013 read with Rule
8(2) of Companies (Accounts) Rules, 2014 are disclosed in Form AOC-2, in Annexure I is
annexed to this report.
The Board has approved a policy on related party transactions. An abridged policy on
related party transactions has been placed on the Company's website at website link: http://www.neccgroup.com/wp-content/uploads/2016/03/Policy-on-Related-Party-Transaction-NECC.pdf
14. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
There are no significant particulars relating to Conservation of Energy, technology
absorption under Rule 8(3) of Companies (Accounts) Rules, 2014 since your Company is not
engaged in any manufacturing activity. No agreement has been entered into for Technology
absorption. However, the Company has made intensive use of technology in its operation
during the year under review.
15. PARTICULARS REGARDING EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS & OUTGO
The Company has not incurred any expenditure on Research & Development during the
financial year 2022-23. Further, the Company has no earning or outgo in Foreign exchange
as per Rule 8(3) of Companies (Accounts) Rules, 2014.
16. RISK MANAGEMENT
Risk Management comprises all the organizational rules and actions for early
identification of risks in the course of doing business and the management of such risks.
The Company has a Risk Management Policy which outlines the manner in which the Company
identifies, assesses, monitors and manages risk. As the Company belongs to transportation
and Logistics Industry and in the opinion of the Board, the following are the risks which
would threaten the existence of the Company:
• Material Handling
• Motor Vehicle Accidents
• Slips, Trips, And Falls
• Competition
• Medical Management
To recover the above-mentioned risks, the Company has adopted Risk Management Strategy
which comprising of following stages:
• Risk identification
•Risk analysis
• Risk evaluation
• Risk treatment
•Risk monitoring and review
The Policy and Strategy is duly implemented and monitored in the Company. The Company
has identified various risks and has taken various steps to mitigate them. The "Risk
Management Policy" is available on the website of the Company at website link
http://neccgroup.com/wp-content/uploads/2015/02/Risk-managment-Policy.pdf
17. CORPORATE SOCIAL RESPONSIBILITY
The "Corporate Social Responsibility Policy" prepared in the line with the
provisions of Section 135 of the Companies Act, 2013 and Rules made there under, The
Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Schedule VII of
the Companies Act, 2013 including any statutory modification or amendment thereto was
approved by the Board of Directors of the Company. The "Corporate Social
Responsibility Policy" is available on the website of the Company at website link http://neccgroup.com/wp-content/uploads/2015/02/CSR-Policy.pdf
As per section 135 of the Companies Act, 2013, every company having net worth of rupees
five hundred crores or more, or turnover of rupees one thousand crore or more or a net
profit of rupees five crores or more during preceding financial year shall spend atleast
2% of the average net profits before tax made during the three immediately preceding
financial years in pursuance of its Corporate Social Responsibility Policy.
Since the criteria set out in Section 135 of the Companies Act, 2013 is not applicable
to your Company, no sum was spent on CSR during the Financial Year 2022-23.
18. EVALUATION OF BOARD OF DIRECTORS/INDEPENDENT DIRECTORS
During the year, the Board has carried out an Annual evaluation of its own performance,
performance of the Directors, as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its
Committees and
Directors. The Chairman of the Committee also had interactions with each of the
Directors and sought their feedback and suggestions on the overall Board Effectiveness and
Directors performance.
A structured questionnaire covering various aspects of the Board's functioning such as
adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance was prepared based on the
Guidance note issued by SEBI vide circular no, CMD/CIR/P/2017/004 dated 05.01.2017 and MCA
vide Notification dated July 5, 2017 also prescribed that the provisions relating to
review of performance of Independent Directors and evaluation mechanism, prescribed in
Schedule IV of the Companies Act, 2013,
A separate exercise was carried out to evaluate the performance of individual directors
including the Chairman of the Board who were evaluated on parameters such as guidance/
support to management outside Board/ Committee meetings, degree of fulfillment of key
responsibilities, effectiveness of meetings etc.
In addition, pursuant to the provisions of Schedule IV to the Companies Act, 2013 the
Independent Directors reviewed the performance of the Non-Independent Directors and of the
Board as a whole, performance of the Chairman of the Board taking into account the views
of all the Directors, and the quality, quantity and timeliness of flow of information
between the Company management and the Board and its sufficiency for the Board to
effectively perform its duties.
19. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
There is no Subsidiary, Joint Ventures and Associate Companies during the Financial
Year 2022-23.
20. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed to this report as Annexure III. None of the employees listed in
the said Annexure is related to any Director of the Company.
21. HUMAN RESOURCE MANAGEMENT
FY 2022-23 was the year of transition of HR function, from being a mere support
function to a strategic business partner, as the department redefined the work & the
workforce to become an integral part of the business. The last three years of pandemic
taught the Company successfully dealing with supply chain crisis, circumventing inflation,
managing hybrid work environment, and maintaining continuous business growth amid these
disturbances.
Your Company has more than 187 branches across PAN INDIA, NEPAL and operational set ups
into BHUTAN and BANGLADESH (upto border) and the total Manpower of the Company as on March
31, 2023 was 478 employees which include Executives and Non-Executives. In order to
increase the professional culture in the Company, 78 employees were appointed through
Interview and written test during the year.
• TRAINING AND HUMAN RESOURCE DEVELOPMENT
As a measure of capacity building including up-gradation of employees' skill and to
ensure high delivery of performance, training and HRD continued to receive priority during
the financial year.
Training and Human Resource policy of the Company aims and sharpening business skills
and competence required for better employee performance and provides all possible
opportunities and support to the employees to improve their performance and productivity.
Training was also provided to promote better understanding of professional requirements as
well as to aware employees towards socio-economic environment in which business of the
Company is carried out.
S NO TRAINING |
DATE |
VENUE |
1. Training in E way bill |
23.04.2022 |
Corporate office training room |
2. New invoicing for Accounts |
12.05.2022 |
Corporate office training room |
3. New invoicing for Accounts |
18.05.2022 |
For South region in Chennai |
4. Operational training review |
21.06.2022 |
Corporate office training room |
5. Training in E way bill |
01.09.2022 |
Corporate office training room |
6. Documentation Operation |
25.11.2022 |
Corporate office training room |
7. Fleet Management |
03.01.2023 |
Corporate office training room |
8.Operational training. review |
02.02.2023 |
Cuttack office |
9.Operational training. review |
05.03.2023 |
Joda |
• REPRESENTATION OF WOMEN EMPLOYEES
As on March 31, 2023, the Company has 8 women employees, which represent 1.67% of the
total work force. There is no discrimination of employees on the basis of gender. An
internal compliant committee has been constituted to look after the welfare and provide
protection against sexual harassment of women at workplace.
•AWARDS AND RECOGNITION TO EMPLOYEES
Employees' management is the backbone of your Company and it is regarded as one of the
important resources for the success of NECC. Over the years, your Company has strengthened
its HR processes to ensure continual development and growth of its employees. In order to
build the right organizational culture, the Company distributes various awards and
recognition in terms of their performance, capabilities, communication skills,
coordination etc. on quarterly or half yearly basis. Though NECC is an equal opportunity
employer, special focus is given to employees for enhance their diversity and knowledge.
The Company got the award from Grow Care India Business Excellence Award in March 2023.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, every employer of a workplace shall constitute an
"Internal Compliant Committee" for redressal of compliant(s) against sexual
harassment of women employees. Your Company has about 8 women employees in various cadres
including Permanent, contractual, temporary and trainees. The Internal Compliant Committee
aims to provide protection to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the
objective of providing a safe working environment, where employees feel secure.
There was no complaint received from any employee during the financial year 2022-23 and
hence no complaint is outstanding as on March 31, 2023 for redressal.
23. STATUTORY DISCLOSURES
1. There was no change in the nature of business of the Company during the
financial year 2022-23.
2. The Company has not accepted any deposits within the meaning of Section 73 of
the Companies Act, 2013 during the financial year 2022-23.
3. No significant and material orders were passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
4. The Company maintains an adequate system of Internal Controls including
suitable monitoring procedures, which ensure accurate and timely financial reporting of
various transactions, efficiency of operations and compliance with statutory laws,
regulations and Company policies. For more details, please refer to the "Management
Discussion and Analysis" annexed to this report.
5. The Company has not issued any Stock options to the Directors' or any
employee of the Company.
6. Information on composition, terms of reference and number of meetings of the
Board & its Committees held during the year, establishment of vigil mechanism/whistle
blower policy and web-links for familiarization/training policy of Directors, Policy on
Materiality of Related Party Transactions and Dealing with Related Party Transactions and
Policy for determining Material Subsidiaries, Compensation to Key Managerial Personnel,
Sitting fees to Independent Directors, etc. have been provided in the Report on Corporate
Governance, prepared in compliance of provisions of SEBI (LODR) Regulations, 2015, as
amended from time to time, which forms part of the Annual Report.
7. Independent Directors were appointed on the Board of Directors of the Company
during the financial year 2022-23, requiring disclosure to be made under Rule 8(5)(iiia)
of the Companies (Accounts) Rules, 2014.
8. The Company is compliant with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.
24. MATERIAL CHANGES AFFECTING THE COMPANY
RIGHT ISSUE OF THE COMPANY
Pursuant to the consent of the Board of Directors of the Company being accorded on July
05, 2022 for issuance of the equity shares of the Company by way of a rights issue to the
eligible equity shareholders of the Company, the Board of Directors at its meeting held on
Tuesday, May 16, 2023 has approved the terms and conditions for Rights Issue of up to
4,51,77,602 partly paid-up Equity Shares with face value of Rs. 10.00/- each (‘Rights
Shares') for cash at a price of Rs. 18.00/- (‘Issue Price') per Right Shares
including a premium of Rs.8.00/- per Rights Shares aggregating up to Rs. 8,131.97 Lakhs
payable on Application Rs. 9.00/- and balance
Rs. 9.00/- payable on First and Final call in the ratio of 9 (Nine) Equity Shares for
every 10 (Ten) fully paid-up Equity Shares held by the Eligible Equity Shareholders of the
Company.
The Board of Directors at its meeting held on Wednesday, May 24, 2023 has fixed friday,
June 02, 2023 as the record date for the purpose of determining the equity shareholders
entitled to receive the rights entitlement in the Rights Issue. The Offer period for the
eligible securities commenced on Wednesday, June 14, 2023 and end on Tuesday, July 11,
2023. [both days inclusive].
On Monday, July 17, 2023, the Rights Issue Committee of the Company approved the
allotment of 4,51,77,602 partly paid-up equity shares to the successful Shareholders.
The Company has duly received the Listing Approval on July 19, 2023 & Trading
approval on July 21, 2023 for the aforesaid partly paid up equity shares from BSE Ltd
& National Stock Exchange of India limited after completing the requisite formalities.
The Synopsis of the Right Issue are as follows:
i Instrument : |
Partly-paid up equity shares |
ii Stock Exchanges : |
BSE Ltd & National Stock Exchange of India Limited |
ii Total no. of Rights Equity : shares proposed to be issued |
4,51,77,602 partly paid-up equity shares of face value of 10.00/-
each for cash at a price of 18.00/- per rights equity share amount aggregating to 8131.97
Lakhs |
iii Issue Price : |
18.00/- per partly paid-up Equity Share On Application 9.00 per
Equity Share |
iv Record Date : |
Friday, June 02, 2023 for the purpose of determining the equity
shareholders entitled to receive the rights entitlement in the rights issue
["Eligible Equity Shareholders"]. |
v Rights entitlement ratio : |
Ratio of 9 Rights Equity Shares for Every 10 Fully Paid-Up Equity
Share held by the Eligible Equity Shareholders on the Record Date i.e. Friday, June 02,
2023. |
vi Issue period : |
|
(a) Issue opening date |
Wednesday, June 14, 2023 |
(b) Issue closing date |
Tuesday, July 11, 2023 [both days inclusive] |
vii Lead Manager to the Issue : |
CapitalSquare Advisors Private Limited |
viii Registrar to the Issue : |
Purva Sharegistry (India) Private Limited |
ix Banker to the Issue : |
Kotak Mahindra Bank Limited |
x Gross subscription % : |
108.08% |
xi Date of Allotment : |
July 17, 2023 |
xii Listing Approval from Stock : Exchanges |
July 19, 2023 |
xiii Trading Approval from Stock : Exchanges |
July 21, 2023 |
The Company has successfully closed the right issue by July 2023 which was
oversubscribed by the shareholders.
25. MAINTENANCE OF COST RECORDS
The Central Government has not prescribed the maintenance of cost records for the
products/services of the Company under Companies (Cost Records and Audit) Rules, 2014,
read with Companies (Cost Records and Audit) Amendment Rules, 2014 prescribed by the
Central Government under Section 148 of the Companies Act, 2013. Accordingly, Cost
Accounts and Records are not required to be maintained by the Company
26. POLICIES
We seek to promote and follow the highest level of ethical standards in all our
business transactions guided by our value system. The SEBI (Listing Obligations and
Disclosure
Requirements) Regulations, 2015 mandated the formulation of certain policies for all
listed companies.
All our corporate governance policies are available on our website i.e.
www.neccgroup.com
27. STATUTORY AND OTHER INFORMATION REQUIREMENTS
Information required to be furnished as per the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and other applicable statutory
provisions is annexed to this report as under:
Particulars |
Annexure |
Particulars of Contracts or Arrangement with Related Parties |
I |
Secretarial Audit Report issued by the Secretarial Auditor of the
Company |
II |
Particulars of Employees and Remuneration as per Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
III |
28. ‘THINK GREEN, GO GREEN' INITIATIVE
The Companies Act, 2013 permits companies to send documents like Notice of Annual
General Meeting, Annual Report and other documents through electronic means to its members
at their registered email addresses. As a responsible Corporate Citizen, the Company has
actively supported the implementation of ‘Green Initiative' of the Ministry of
Corporate Affairs (MCA)and effected electronic delivery of Notices and Annual Reports to
shareholders, whose email IDs are registered.
Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014, the Company is providing e-voting
facility to all members to enable them to cast their votes electronically in respect of
resolutions set forth in the Notice of Annual General Meeting (AGM). The Company will also
be conducting the AGM this year through Video Conferencing / Other Audio Visual Means.
Members can refer to the detailed instructions for e-voting and electronic participation
in the AGM, as provided in the Notice of the AGM.
Members, who have not registered their e-mail addresses so far, are requested to
register their e-mail address with the Registrar and Share Transfer Agent (R&TA) of
the Company/Depository Participant (DP) of the respective member and take part in the
Green Initiative of the Company.
29. WHISTLE BLOWER MECHANISM
Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for
Directors and employees to report to the management, instances of unethical, actual or
suspected, fraud or violation of the Company's code of conduct or ethics policy. The
Ethics and Whistle Blower Policy provides for direct access to the Chairperson of the
Audit Committee. The policy is available on the Company's website and can be accessed at:
http://neccgroup.com/wp-content/uploads/2015/02/Vigil-Mecchanism-Policy.pdf
30. THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there is no application made/proceeding pending against
the Company under the Insolvency and Bankruptcy Code, 2016.
31. VALUATION AT THE TIME OF ONE TIME SETTLEMENT
During the year under review, the Company has not entered in any one time settlement
with any of the Banks/Financial Institutions and therefore, the relevant disclosures are
not applicable to the Company.
32. ACKNOWLEDGEMENT
The Board of Directors place on record their sincere appreciation for the continued
support and goodwill of the esteemed Shareholders, Bankers, Financial Institutions,
Business partners and other Stakeholders. The Directors also thank to M/s, Nemani
Garg Agarwal & Co, Statutory Auditor and M/s Ashish Kumar Friends & Co.,
Secretarial Auditor and other professionals for their valued contribution. The Directors
also sincerely appreciate and thank all the employees of the Company for their valuable
contribution and dedicated efforts in steering the Company to excellent performance for
yet another year in succession.
|
On Behalf of the Board of Director of |
Place: Delhi |
North Eastern Carrying Corporation Limited |
Date: August 25, 2023 |
|
|
Sd/ |
|
(Sunil Kumar Jain) |
|
Chairman and Managing Director |
|
DIN: 00010695 |