Dear Shareowners,
Your Directors are pleased to present thirty-seventh Annual Report along with the
Audited Financial Statements of the
Company for the financial year ended 31 st March, 2023.
(1) FINANCIAL RESULTS :
The financial performance of the Company for the year ended 31 st March, 2023, on a
Standalone and Consolidated basis, is summarised below:
(Rs in Lakhs)
Particulars |
Standalone |
|
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
1,62,768 |
1,06,052 |
1,69,683 |
1,11,430 |
| Other Income |
1,715 |
2,019 |
1,474 |
1,881 |
Total Revenue |
1,64,483 |
1,08,071 |
1,71,157 |
1,13,311 |
| Expenses |
1,33,506 |
92,674 |
1,46,853 |
1,00,759 |
| Profit Before Share of Associates, Exceptional |
30,977 |
15,397 |
24,304 |
12,552 |
| Items & Tax |
|
|
|
|
| Share of Profit/(Loss) of Associates |
0 |
0 |
(916) |
(6,929) |
| Exceptional Items (net) |
3,037 |
4,580 |
6,409 |
7,880 |
| Profit Before Tax |
34,014 |
19,977 |
29,797 |
13,503 |
| Tax Expenses |
8,127 |
5,315 |
9,421 |
6,068 |
Profit After Tax |
25,887 |
14,662 |
20,376 |
7,435 |
| Other Comprehensive Income/(Expense)(net of tax) |
49 |
(352) |
3,889 |
(333) |
Total Comprehensive Income for the year |
25,936 |
14,310 |
24,265 |
7,102 |
(2) OPERATIONS :
Standalone: The Company achieved higher revenue from operations by 53% to Rs1,62,768
Lakhs (previous year Rs1,06,052 Lakhs). The EBITDA was Rs 35,420 Lakhs as againstRs19,035
Lakhs in the previous financial year After providing Rs 3,582 Lakhs towards depreciation, Rs7,826
Lakhs for Income Tax, Rs 245 Lakhs for deferred tax charge andRs56 Lakhs as short
provision of tax of earlier years, the Company achieved Net Profit before
OCI and after exceptional item ofRs25,887 Lakhs for the financial year ended 31 st
March, 2023 as againstRs14,662 Lakhs achieved in the previous financial year.
Consolidated: The consolidated revenue from operations for the financial year under
review wasRs1,69,683 Lakhs as againstRs1,11,430 Lakhs in the previous financial year, a
rise of 52%.During the year under review, EBITDA increased by 72% toRs31,275
Lakhs as against Rs18,142 Lakhs for FY 21-22. After providing Rs5,807 Lakhs towards
depreciation,Rs7,826
Lakhs for Income Tax,Rs1,539 Lakhs for deferred tax charge andRs56 Lakhs as short
provision of tax of . earlier years, the Company achieved Net Profit before
OCI and after exceptional item ofRs20,376 Lakhs for the financial year ended 31 st
March, 2023 as againstRs7,435 Lakhs achieved in the previous financial year.
(3) PERFORMANCE OF DIVISIONS : Content Publishing Division:
During the year under review, the turnover of content publishing division rose by 83%
toRs67,829 Lakhs as against turnover ofRs37,151 Lakhs achieved in the previous financial
year. The reason for this jump in the turnover of content publishing division was on
account of schools and colleges reopening-post pandemic.
Stationery Division:
The turnover of domestic stationery business almost doubled to Rs 37,988 Lakhs for the
Financial Year 2022-23 as against turnover of Rs19,218 Lakhs for the Financial Year
2021-22. This jump was mainly due to capturing the market share of unorganised players
engaged in this business and of schools and colleges reopening-post pandemic. The export
stationery business achieved turnover of
56,725 Lakhs during the year under review thereby registering an increase of 15% as
compared to revenue ofRs49,241 Lakhs achieved in the previous Financial Year 2021-22.
(4) DIVIDEND :
Your Directors have recommended final dividend ofRs2.60 (130%) per share on the face
value ofRs2/- each for the Financial Year 2022-23.The total dividend outgo would amount
toRs5,882 Lakhs. In view of the changes made under the Income Tax Act,1961, by the Finance
Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of
the shareholders. The Company shall, accordingly make the payment of the dividend after
deduction of tax at source, if applicable. The Dividend Distribution Policy of the Company
as per Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and marked as Annexure ‘A. The same is available on
website of the Company and can be accessed at add https://navneet.
com/pdfs/Corporate_Governance_Policies/Dividend-Distribution-Policy.pdf
(5) TRANSFER TO GENERAL RESERVES :
The Board of Directors has decided to retain the amount of profit for the Financial
Year 2022-23 in the Statement of Profit and Loss as at 31 st March, 2023.
(6) FIN ANCING :
Dur ing the year under review, the Company has Commercial Papers (CPs) to meet working
capital requirements. As on 31st March 2023, the outstanding amount of CPs wasRs5,000
Lakhs. The other financing requirements of the Company has been met through working
capital loans from multiple banks.
(7) DIREC TORS RESPONSIBILITY STATEMENT :
As required under Section 134(3) (c) of the Act, 2013 your Directors hereby state:
that in the preparation of annual financial statements for the year ended 31stMarch,
2023, the applicable Indian Accounting Standards had been followed along with proper
explanation relating to material departures, if any; ??that the Directors had 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 and of the profit and loss of
Company for that period;
??that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act,2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; ??that the Directors had prepared the annual accounts on a going
concern basis;
the Directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;
The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
(8) DIREC TORS : entire
Dur ing the year under review, Shri. Nilesh S. resigned as a Director of the Company
with effect from 1st February, 2023. Shri. Bipin A Gala, due to his advancing
age resigned as a Director of the Company with effective from 1st June,
2023.The Board of Directors issued placed on record its appreciation for the leadership
and invaluable contribution made by them during their tenure as Director of the Company.
In accordance with the provisions of the Act, 2013, Shri. Shailendra J. Gala and Shri.
Gnanesh D. Gala, Directors of the Company, retire by rotation and, being eligible offer
themselves for re-appointment. The five year term of Shri. Gnanesh D. Gala as Managing
Director, Shri. Raju H Gala as Joint Managing Director,
Shri. Anil D. Gala and Shri. Shailendra J Gala as whole time Directors of the Company
expired on 31st May, 2023. The Board of Directors has, upon recommendation of the
Nomination and Remuneration Committee appointed each of them for another term of five
years with effect from 1st June, 2023. These appointments are subject to
approval of the members at the ensuing Annual General Meeting of the Company. Further, the
Board of Directors has based on the recommendation of the Nomination and Remuneration
Committee appointed Shri. Dilip C.
Sampat as a Director of the Company and also a whole time director for a period of five
years with effect from 1 st June, 2023. The said appointment shall also be
subject to approval of the members at the ensuing Annual General Meeting of the Company.
(9) RISK MANAGEMENT POLICY :
During the year under review, the Company has identified and evaluated elements of
business risk. Business risk, inter-alia, includes fluctuations in Foreign
Exchange, Regulatory Risk, Competition from other players and
High Input Costs. The Risk Management Framework defines the risk management approach of
the Company and includes periodic review of such risk and also documentation, mitigating
controls and reporting mechanism of such risks. The Board of Directors and senior
management team currently assess the operations and operating environment to identify
potential risks and take necessary action to mitigate the same. As required under
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has formed Risk Management Committee to
discuss, identify, evaluate and mitigate the various business risks that the Company may
face during its functioning.
(10) CORPORATE SOCIAL RESPONSIBILITY :
The Company firmly believes that education and health is basic need of every individual
and therefore it focuses on development in the field of Education and Health
There is constant effort to bridge the gap in accessing services and facilities for
quality education and health care. With this belief, this year too, your Company has
fulfilled its Corporate Social Responsibilities. During the year under review your Company
has implemented CSR Programmes in the field of Education, Health and Medical Care,
Environment Development, Community Development, Animal Welfare and Sports Development.
Education
Enhancing Opportunities for Education
During the Financial Year 2022-23 the Company supported 2,987 children through paying
up school or college or institution fees so that they get the opportunity to seek basic
education and also gain knowledge which will benefit them for their development. The
Company distributed books and other educational kits to 7,184 underprivileged children
to ensure that they are equipped to pursue their education in the State of
Maharashtra and Gujarat.
The Company believes that enhancing infrastructure facilities plays an important role
in providing quality education to children. School infrastructure maintenance helped
provide conducive environment for 2,906 children to study and provide boarding facilities
for them. The Company also helped set up college in rural Gujarat for girls and provided
opportunities for 50 young girls to pursue their education. The Company also supported
development of Science, Maths and Language lab for
350 children in slum community of suburban Mumbai.
This has helped children enhance their basic concepts in core subjects and improve
their academic scores.
Health And Medical Care Medical Aid
Your Company believes that quality health services are the basic need and access to it
is the right of every citizen. During the year, 6,051 underprivileged patients were
supported for their medical treatments and surgeries.
Enhancing Health Facilities
The Company made quality health services accessible by enhancing facilities and
providing hi-tech medical equipment. The Company carried out hospital upgradation facility
which has enabled provide quality health services to 3,900 patients in Gujarat and
Maharashtra. This upgradation facility amongst other facilities includes developing
doctors rooms, case discussion conference rooms for health experts and patients rooms.
Reaching out for accessibility
Medical Camp also proves to be one of the best platforms where underprivileged patients
access health facilities under one roof. The Company supported mega medical camps in
Gujarat which helped more than 2,585 patients in getting support with diagnostic services,
medical treatment and surgeries.
OTHERS Animal Welfare
The Company adopted 3,100 animals at 254 animal shelters in the State of Gujarat and
Maharashtra to provide fodder, medicines and shelter to big and small animals. Necessary
surgeries were performed on animals with tumor or removal of plastics from stomach of
stray animals, deformation of limbs and treatment for other ailments were also carried
out.
Environment Development
The Company carried out irrigation and ground water recharging in 10 villages and
thereby benefiting 161 families and over 1000 people. The Company carried out desilting
work which helped 483 farmers families and helped enhance farm yields. Tree plantation
drives were conducted in communities around Silvassa factory. More than 153 trees were
planted by the employees and community.
Community Development
During this year, the Company supported self-help groups for activities related to
income generation and infrastructure development. These income generation
Programmes helped 2,500 families become self-sufficient through mushroom farming and
agarbatti making. This support has improved quality of lives of these community people.
Self Help groups, working on micro credits are an important strategy towards empowerment
and self-dependence. These Programmes have benefited individuals uplifting their socio
economic conditions where more than 12,200 groups with 131,700 and more women have
enhanced their socio economic situation.
Meetings with 900 Yuvati Baithaks (Girl Youth Groups) were conducted during the
year. During these meetings, sessions were organised to create awareness about ill-effects
of alcohol and drug abuse and importance of education.
Sports - Sports Equipments and Coaching
The Company believes that sports is an integral part of an individual and creates a
character. The Company has realised that as often it happens that individuals have the
ability to achieve great success in sports but only due to lack of platform and facilities
they are unable to achieve that success. The Company provides opportunities to the
underprivileged children and youth to explore their passion and talent and groom them as
successful sports persons.
During the year, the Company gave platform to 410 underprivileged youth to participate
in the sports by providing sports equipment and training to these individuals. The support
provided by the Company enabled youth to gain a great achievements in the word cricket
tournaments that were held. CSR annual report is annexed as Annexure ‘B.
(11) NOMINATION AND REMUNERATION POLICY :
In compliance with the requirements of Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy(NRC
Policy) which has been uploaded on the Companys website. 113
The salient features of the NRC Policy are as under: i) Setting out the objectives of
the Policy; ii) Definitions for the purposes of the Policy; iii) Policy for appointment
and removal of Director, KMP and Senior Management ; iv) Policy relating to the
Remuneration for the Managerial Personnel, KMP, Senior Management Personnel; v) criteria
for selection and appointment of Board members.
(12) BOARD MEETINGS :
Four (4) Board Meetings were held during the Financial Year ended 31st March, 2023. The
details of the Board
Meetings with regard to their dates and attendance of each of the Directors thereat
have been provided in the
Corporate Governance Report.
(13) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY :
Your Company has maintained a proper and adequate system of internal controls. The
Companys internal control procedures which includes internal financial controls, ensure
compliance with various policies, practices and statutes and keeping in view the
organisations pace of growth and increasing complexity of operations. This ensures the
safeguarding of assets and properties of the Company and protects against unauthorised use
and disposal of the assets. Your Companys internal control systems commensurate with the
nature and size of its business operations.
The internal auditors team carries out extensive audits throughout the year across all
locations and across all functional areas and submits its reports to the Audit
Committee of the Board of Directors .
(14) INDEPENDENT DIRECTORS :
All the Independent Directors of the Company have given their declarations /
confirmations to the Company as required under Section 149(7) of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014 and Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 that they meet and are in compliance with
the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.
In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation which exists or
may be reasonably anticipated that could impair or impact their ability to discharge their
duties.
(15) RELATED PARTY TRANSACTIONS :
Related party transactions that were entered into during the Financial Year were at
arms length basis and in ordinary course of business. There are no materially significant
related party transactions made by the Company with Promoters, Key Managerial Personnel or
other designated persons which may have potential conflict with interest of the Company at
large. All related party transactions were entered into only with prior approval of the
Audit Committee. A statement of all related party transactions is presented before the
Audit Committee on quarterly basis, specifying the nature, value and terms and conditions
of the transaction. The Board of Directors has adopted a policy on Related Party
Transactions and the same is available on the website of the Company. Transactions with
related parties, as per requirements of Indian Accounting Standard 24 are disclosed in the
notes to accounts accompanying to the financial statements.
Since all related party transactions entered into by the Company were in the ordinary
course of business and at arms length basis, Form AOC- 2 is not applicable to the
Company.
The Company has adopted a policy on Related Party Transactions and dealing with Related
Party Transactions which is uploaded on the website of the
Company.
(16) PERFORMANCE OF SUBSIDIARIES AND ASSOCIATES : a) Navneet Futuretech Limited
(formerly known as eSense Learning Limited)
The Companys wholly owned subsidiary company Navneet Futuretech Limited (NFL) provides
tech-based products, and services to students belonging to the K12 segment and offers a
wide spectrum of products and offerings in the B2B and B2B2C space. NFLs total revenue
for FY 2022-23 wasRs1,614 Lakhs as againstRs1,049 Lakhs for FY 2021-22. EBITDA for FY
2022-23 wasRs(3,246) Lakhs as againstRs(781) Lakhs for FY 2021-22.
b) Indiannica Learning Private Limited
The Company is pioneer in products that promote knowledge and learning. The Company has
an extensive product catalogue comprising specialised curricular learning solutions
consisting of textbooks, interactive student and teacher resources, teacher training
materials, educational, instructional, and information products as well as technology
solutions.
Indiannica Learning Private Limited achieved higher turnover of Rs 6,517 Lakhs as
against Rs Rs 5,457 Lakhs for FY 2021-22. The EBITDA was Rs 861 Lakhs as
against Rs191 Lakhs for FY 2021-22.
c) Navneet (HK) Limited
Navneet (HK) Limited achieved turnover of Rs658 Lakhs and after considering expenses,
it made a net profit ofRs9 Lakhs. The Company holds 70% of the share capital of Navneet
(HK) Limited.
d) Navneet Tech Ventures Private Limited Navneet Tech Ventures Private Limited
(‘NTVPL) was incorporated in March, 2021 to setup, own and operate Technology based
and driven education in
India. NTVPL became wholly owned subsidiary of the Company in June, 2021. NTVPL has
incurred a loss ofRs2 Lakhs for the financial year ended 31 st March, 2023 as
against loss ofRs45 Lakhs incurred in FY 2021-22
. e) Navneet Learning LLP
The Company continue to hold 93% of voting rights and equivalent share in profit / loss
in Navneet Learning LLP (‘the LLP). After considering administrative expenses, the
LLP incurred a loss ofRs24,100 for 2022-23 as against loss ofRs39,120 for the
Financial Year 2021-22.
f) Genext Students Private Limited
Genext Students Private Limited is engaged in the business of giving tutoring services
to students through web/ mobile. The total revenue for the Financial Year 2022-23 wasRs8
Lakhs as againstRs47 Lakhs for the Financial Year 2021-22. The total comprehensive
loss for the Financial Year 2022-23 wasRs1,218 Lakhs vis-a-visRs321 Lakhs for the
Financial Year 2021-22.
g) Carveniche Technologies Private Limited
Carveniche Technologies Private Limited is an education technology company engaged in
the business of AI based learning platform, interactive content and physical Math &
logic boxes for children in the age group of 3-14 years. The total revenue generated for
the Financial Year 2022-23 was Rs235 Lakhs (FY 2021-22 Rs 214 Lakhs). The total
comprehensive loss of Rs 432 Lakhs for the Financial Year 2022-23 and for the Financial
Year 2021-22 it was Rs 205 Lakhs. The numbers for the Financial Year 2022-23 are unaudited
and as certified by the management of this associate company.
h) K12 Technologies Private Limited
The total revenue generated for the Financial Year
2022-23 was Rs 35,828 Lakhs as against Rs14,958 Lakhs for the Financial Year 2021-22.
The total comprehensive loss for the Financial Year 2022-23 wasRs3,769 Lakhs as against
total comprehensive loss ofRs24,872 Lakhs. The numbers for the Financial Year 2022-23 are
unaudited and as certified by the management of this associate company.
(16) CONSOLIDATED FINANCIAL STATEMENT :
Your Directors have pleasure in presenting Consolidated Financial Statement which form
part of the Annual Report and Accounts.
(17) LISTING OF SECURITIES :
The equity shares of the Company are listed on the BSE
Limited (BSE) and National Stock Exchange of India
Limited (NSE) with security ID 508989 and symbol of
NAVNETEDUL respectively. The outstanding Commercial
Papers issued are listed on NSE under separate security
ID for each tranche. The Company confirms that the annual listing fees to both the
stock exchanges for the
Financial Year 2023-24 have been paid.
(18) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :
Details of loans, guarantees or investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the note number 47 and 48 to the standalone
financial statement.
(19) BOARD EVALUATION :
Pursuant to the provisions of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a structured questionnaire was prepared after taking
into consideration various aspects of Boards function, composition of the Board and its
committee, culture, execution and performance of specific duties, obligations and
governance.
The following were the Evaluation criteria: a) For Independent Directors: -
Knowledge and Skills-Professional Conduct-
Duties, Role and Functions-Fulfillment of the
Independence iteria; and b) For Executive Directors: -
Performance as Team Leader/Member - Evaluating Business Opportunity and analysis of
Risk Reward Scenarios - Set Key Goals and Achievements -
Professional Conduct and Integrity - Sharing of Information with the Board.
The Board of Directors expressed its satisfaction with the evaluation process.
(20) REPORTING OF FRAUDS :
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and/ or to the Board as required under
Section 143(2) of the Companies Act, 2013 and Rules framed thereunder.
(21) TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF) :
(a) Transfer of unclaimed dividend to IEPF:
As required under Section 124 of the Companies
Act, 2013, the unclaimed dividend amount aggregating toRs50 Lakhs lying with the
Company for a period of seven years were transferred during the financial year 2022-23, to
the Investor Education and Protection Fund Authority (IEPF) established by the Central
Government.
(b) As required under Section 124 of the Companies
Act, 2013, the Company transferred 43,108 equity shares , in respect of which dividend
has not been claimed by the members for seven consecutive years or more to the Investor
Education and
Protection Fund Authority during the financial year 2022-23. Details of shares so
transferred have been uploaded on the website of IEPF as well as the Company.
(22) WHISTLE BLOWER POLICY :
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other
stakeholders to report genuine concerns has been established. The same is uploaded on the
website of the Company.
(23) SECRETARIAL AUDIT :
Pursuant to the provisions of Section 204 of the Companies Act,2013 and read with Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 and
amendments thereto, your Company engaged the services of CS Sunil M. Dedhia (COP No.2031),
Proprietor of Sunil M. Dedhia & Co., Company Secretary in Practice to conduct the
Secretarial Audit of the Company for the
Financial Year ended 31st March, 2023.The Secretarial Audit Report in Form MR- 3 is
attached as Annexure ‘C forming part of this Report.
(24) SUBSIDIARY COMPANY :
The Company does not have any material subsidiary whose net worth exceeds 10% of the
consolidated net worth of the Company in the immediately preceding accounting year or has
generated 10% of the consolidated income of the Company during the previous financial
year. A statement containing salient features of the financial statement of subsidiary
company in the prescribed format AOC-1 is included in the report as Annexure ‘D and
forms part of this Report.
(25) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :
The Company has a familiarisation programme for Independent Directors with regard to
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, the business models of the Company etc. and the same is available on the
website of the Company.
(26) CORPORATE GOVERNANCE :
A report on Corporate Governance as stipulated under Regulation 34 of Securities and
Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 alongwith requisite certificate obtained from M/s. N. A. Shah
Associates LLP, Statutory Auditor of the Company confirming compliance with the conditions
of Corporate Governance is attached and forms part of this Report marked as Annexure
‘E.
(27) STATUTORY AUDITOR :
The Members of the Company at their 36th Annual General Meeting had approved
the re-appointment of M/s. N. A. Shah Associates LLP (Firm Registration No.
116560W/W100149), Chartered Accountants as the statutory auditors of the Company for a
period of five years commencing from the conclusion of the 36th AGM until the conclusion
of 41st AGM of the Company to be held in the year 2027.
Pursuant to the provisions of Companies Amendment
Act, 2017, notified on 7 th May, 2018, ratification of Appointment of Statutory Auditor
at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing
AGM does not carry any resolution on ratification of appointment of M/s. N A. Shah
Associates LLP as statutory auditor of the Company.
(28) COMMENTS ON AUDITORS REPORT :
There are no qualifications, reservations or adverse remarks or disclaimer made by
the Statutory Auditors in their report requiring explanation or comments from the Board of
Directors as required under Section 134(3) of the Companies Act, 2013.
(29) BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR) :
As required under Regulation 24 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, Business
Responsibility & Sustainability Report is provided in a separate section and forms
part of the Annual Report. as Annexure ‘F.
(30) PARTICULARS OF EMPLOYEES :
Disclosure pertaining to remuneration as per Section
197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘G to
this report. However, as per the provisions of Section 136(1) of the Companies Act, 2013,
this Report is sent to the shareholders excluding the said information. Any shareholder
interested in obtaining such information may write to the Company Secretary at the
Registered Office of the Company.
(31) MANAGEMENT DISCUSSION AND ANALYSIS :
As per Regulation 34 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management
Discussion and Analysis report forms part of this Report.
(32) ANNUAL RETURN :
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of
the Company in Form MGT-7, is available on the Companys website at https://navneet.com/download/#Annual-return
(33) CREDIT RATING :
During the year under review CRISIL has reassigned CRISIL A1+ (pronounced CRISIL A one
Plus) rating to the Commercial Paper programme of the Company. The instruments with this
rating are considered to have very strong degree of safety regarding timely payment of
financial obligations.
During the year under review CARE Ratings has reaffirmed CARE AA+ (pronounced
CARE Double A Plus) rating to the Long /Short Term Bank facilities of the Company. The
bank facilities covered with this rating are considered to have very strong degree of
safety regarding timely payment.
(34) NUMBER OF CASES FILED AND THEIR DISPOSAL UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on 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 made there under. The details of number of complaints pending at the
beginning of the financial year, received during financial year and pending as on end of
financial year as under:
Particulars |
Number of |
|
Complaints |
| Number of complaints pending as on |
Nil |
| the beginning of the financial year |
|
| Number of complaints filed during the |
Nil |
| financial year |
|
| Number of complaints pending as on |
Nil |
| the end of the financial year |
|
(35) OTHER DISCLOSURES :
During the year under review:
??no significant or material orders were passed the Regulators/Courts/Tribunals
impacting the going concern status of the Company and its future operations; ??no
proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement
with any
Bank or Financial Institution;
??no material change and commitment affecting the financial performance of the Company
occurred between the end of the Financial Year of the Company to which the financial
statement relate and the date of this report;
??no public deposit as defined in Section 73 the Companies Act,2013 and the Companies
(Acceptance of Deposits) Rules, 2014 was accepted or renewed;
??there has been no change in the nature of business of the Company.
? the Company has complied with the provisions of
Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General
Meetings (SS-2) issued by the Institute of Company Secretaries of India.
? all the insurable interest of the Company including inventories, buildings, plant and
machinery are adequately insured against risk of fire and other risks.
(36) DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO : (A) CONSERVATION OF ENERGY
Companys plant was designed to achieve high efficiency in the utilisation of energy.
The key areas with regards to reduction of energy are identified and constant efforts are
made towards energy conservation.
(B) TECHNOLOGY ABSORPTION, ADOPTATION AND INNOVATION
Research & Development
(1) Efforts in brief towards technology absorption, adaptation & innovation
Through visits of technical personnel to developed Western countries, your Company
keeps abreast with the advanced Technology
Development and through specific programmes introduces, adopts and absorbs these
sophisticated technologies.
(2) Benefits derived as a result of the above efforts
In view of the above, your Company has been able to achieve a higher production,
accuracy and perfection in printing.
(3) In case of Imported Technology
| (i) |
Technologies |
None, your |
|
Imported |
Company |
| (ii) |
Year of Import |
has not |
| (iii) |
Has the technology |
imported any |
|
been fully absorbed |
technology |
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Companys export turnover has beenRs55,139 Lakhs Total Foreign Exchange earned and
used : (i) Foreign Exchange earned :Rs54,604 Lakhs (ii) Foreign Exchange used :Rs2,493
Lakhs
(37) ACKNOWLEDGEMENT :
Your Directors take this opportunity to thank customers, vendors, investors, bankers of
the Company and the communities in which the Company operates, for their unstinted
co-operation and valuable support extended during the year.
Your Directors also thank Government of various States in India and government
departments/agencies concerned for their co-operation.
Your Directors appreciate and value the contribution made by each and every employee of
the Company for their hard work, solidarity, cooperation and support given during the year
under review.
For and on behalf of the Board of Directors
|
Sd/- |
Place : Mumbai |
Kamlesh S. Vikamsey |
Date : 16th May, 2023 |
Chairman |
+91-9892691696
