naapbooks ltd share price Directors report


The Members,

Naapbooks Private Limited

Your Directors are please to present the 3rd Annual report on the business and operation of the company and audited financial statements for the financial year ended 31st March, 2020.

1. Financial Performance

The highlights of the financial results for the financial year 2019-20 are as under:

(Rs. In Lakhs)

Particulars March 31, 2020 March 31, 2019
Income From Operations (gross) 225.11 221.18
Total Income 225.11 221.18
Depreciation & amortization 20.64 16.17
Provision of Tax 13.22 6.03
Deferred Tax (1.78) (1.26)
Net Profit/Loss 32.40 14.15


2. Dividend

With a view to conserve reserve, your directors do not recommend any dividend for the financial year ended, 31st March, 2020.

3. Transfer to reserves in terms of section 134 (3) (j) of the companies act, 2013

The board does not proposed any amount to carry to any specific reserves.

4. Brief description of the Companys working during the year

During the year under review, the Company reported net income from operations of Rs. 225.11 Lakhs. The net profit after tax reported for the year is of Rs. 32.40 Lakhs,

5. Change in the nature of business

There is no Change in the nature of the business of the Company done during the year.

6. Material changes and commitments occurred between the date of balance sheet and the date of audit report:

No significant material changes and commitments have been occurred between the date of balance sheet and the date of audit report

7. Significant and Material Orders Passed By Regulators/Courts/Tribunals

There are no significant and material orders passed by Regulators/Court/Tribunals against the company.

8. Changes in shares capital

There is no change in companys share capital during the year under review.

9. Deposit

The Company has neither accepted nor renewed any deposits during the year under review.

10. Particulars of Loans, Guarantee or Investments

The company has not given any loans, guarantees or made investment covered under the provisions of section 186 of the Companies Act, 2013 during the year 2019-20.

11. Internal Control

The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

12. Details of Holding, subsidiary and Associates

Ndear Technologies private Limited is an associate of Naapbooks Private Limited.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

a. Conservation of Energy: Energy conservation is very important for the company and therefore energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipment with latest technologies.

b. Technology absorption: The Company continuous to use the latest technologies for improving the productivity and quality of its services and products.

c. Foreign exchange Earnings and Outgo: During the period under review foreign exchange earnings or out flow reported as follow:

Particulars Amount in Rs.
Out Flow: Nil
Earning: 1,06,44,013/-

14. Industrial Relation

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

15. Directors

There is no change in the present Board of Directors of the Company during the financial year.

16. Board Meetings

During the year 2019-20, the Board of Directors met Six (6) times, yiz:17/05/2019 28/06/2019, 30/09/2019, 19/11/2019, 20/01/2020, 13/03/2020.

The interval between any two meetings was well within the maximum allowed gap of 120 days.

17. Director Remuneration

Members attention is drawn to Note 22 of Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2019-20. No Sitting fees have been paid to the directors.

18. Directors Responsibility Statement

On behalf of the Directors, t confirm that as required under clause (c) of sub-section (3)of section 134 of the Companies Act, 2013.

a) Applicable accounting standards have been followed with explanation for any material departures;

b) We have Selected accounting policies have been applied consistently 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 of the company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts are prepared on a going concern basis; and

e) We had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. This will ensure legal compliance in all area of companies operations.

19. Related Party Transactions

All related party transactions that were entered into during the financial year were on

an arms length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at

large. Your Directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Since all the related party transactions were entered by the Company in ordinary course of business and were in arms length basis, FORM AOC- 2 is not applicable to the Company.

20. Auditors

M/s Pankaj Kumar J & Co, Chartered Accountants, who were appointed as the statutory auditors of the Company, hold office until the conclusion of the 6th AGM to be held in the calendar year 2023.

The Auditors Report for the financial year ended March 31, 2020 on the financial statements of the Company is a part of this Annual Report. The Auditors Report for the financial year ended March 31,2020 does not contain any qualification, reservation or adverse remark.

21. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

22. Business Risk Management

The Company has implemented various policies from ground level to the top level management for identifying the risk, measuring the same and takes corrective measures for managing the risk.

23. Particulars of employees

During the year under review, there was no managerial personnel/employee whose information required to be provided under Section 197 of the Companies Act, 2013, read with Rule 5, sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

24. Corporate Social Responsibility

The provision of section 135 of Companies Act, 2013 for implementing Corporate Social Responsibility Policy, constitute committee and expenditure thereof is not applicable to the company since the company is not meeting with the criteria of net-worth, turnover or net profits mentioned therein.

25. Evaluation of Board Performance

The Board has set up certain parameters based on which the Board internally evaluated all the directors excluding the director being evaluated, and the Chair Person by other directors. The evaluation process included assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Manner of evaluation: A framework for evaluation has been prepared and based on the framework, questionnaire has been made including different specific topics of evaluation and setting out different parameters / criteria against which the different topics as to the Board and its committees. Chairman and non-independent directors, have been evaluated, both individually and collectively, based on inputs received from directors and internal sources.

26. Other Regulatory Requirement

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

27. Cost Audit Report

As per provision of section 148(3) of Companies act, 2013 and rule 6(2) of Companies (cost record and audit) Rules, 2014, the company is not required to appoint a cost auditor to audit the cost records of the company.

28. Social Initiative

Our Company is a socially responsible corporate citizen. In keeping with the Companys commitment towards contribution to community welfare, the Company and its employees continue to support and closely associated with Friends of environment a non-government organization and involved in numerous activities like tree plantation, cleanliness drive, creation of social awareness, dissemination of information concerning Environment and Pollution and host of other activities for the cause of environment protection at Companys various locations.

29. Secretarial Audit Report

The provisions of Section 204 of the Companies Act, 2013 and the rules made there under are not applicable to the Company since the Company is not covered under the said provisions presently.

30. Vigil Mechanism

Presently the company is not coming within the borrowing limit laid down by Section 177(9) read with Companies (Meetings of Board and its Powers) Rules, 2014 and other relevant criteria. Hence the company has not constituted any vigil mechanism. However, the company is in the process of setting up such a mechanism and as soon it is set up, the establishment of the same will be notified in the companys website and disclosed in the next board report.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules there under.

32. Acknowledgement and appreciation

The Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you wilt join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment.