namaste exports ltd Directors report

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section-73 of the Companies Act, 2013 and the rules made thereunder.

PERFORMANCE

The Company registered sale of Rs.2140.38 Lakhs. A steep reduction in the sales was due to on going Ukarine-Russia war which was effected whole of Europe and Russia. Our business in mainly concentrated in Europe & Russia.

FUTURE PROSPECTS

The Company has reduced the installed Capaity to suit the prensent orders on hand and business. The Company would depend on out sourcing for production in the event of orders exceeding installed capacity. The reduction in capacity has resulted in substintial savings. With this reduction of expenses and expectation of good orders would result in the Company turning profitable.

2.EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments which occurred affecting the financial position of the Company between March 31, 2023 and the date on which this report has been signed.

3.CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

4. DIVIDEND

As the Company has not fully recovered from the financial distress it is not able to declare dividend.

5. CHANGE IN SHARE CAPITAL

Disclosure regarding Issue of Equity Shares with Differential Rights

During the year under review the Company has not issued Shares with Differential Rights.

Disclosure regarding issue of Employee Stock Options:

During the year under review the Company has not issued Shares Employee Stock Options.

Disclosure regarding issue of Sweat Equity Shares:

During the year under review the Company has not issued Sweat Equity Shares.

6. CAPITAL EXPENDITURE

As on 31st March, 2023, the gross tangible assets stood at Rs.652.81 Lakhs. The Company has not purchased any assets under lease.

7. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary. The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

During the financial year 2022-23, 11 meetings of the Board of Directors were as under: One Board meetings during May 2022 viz. 23/05/2022, and remaining ten meetings on 06/06/2022,30/07/2022,02/08/2022, 23/08/2022,27/08/2022,10/11/2022,15/11/2022,06/12/2022, 06/02/2023 & 10/02/2023 respectively.

APPOINTMENT OF INDEPEDENT DIRECTOR

Mrs.Geetha Santhanagopalan,(DIN: 06602023) who completed her 10 years tenure as an Independent Director of the Company, Thereby she ceases to be Independent Director of the Company in therms of the Act & Mr. Setur Veradachari Madhavan ( DIN:10341124) was appointed by the board of directors in place of Mrs. Geetha Santhanagopalan w.e.f. 04.10.2023.

APPOINTMENT OF ADDITIONAL DIRECTOR AND CHAIRPERSON OF COMPANY AND REGULARISATION:

Mrs. Madhura N Bhat (DIN: 06487847) appointed as Additional Director w.e.f. 07/08/2023. Her appointment as regular director is proposed at the ensuing AGM & Chairperson of the Company.

Name of Director retiring by rotation at this AGM :

Mr. K. Madana Bhat (DIN: 09061239) who retires by rotation, being eligible offer himself for re-appointment.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

9.COMPOSITION OF AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE & STAKEHOLDERS RELATIONSHIP COMMITTEE:

Following are the composition of various Committees: Audit Committee of the Company consists of three (3) Non-Executive Directors out of which two are Independent Directors and all of them have financial and accounting knowledge.

The Board has accepted the recommendations of the Audit Committee during the year under review.

The Audit Committee comprises of :

(i). G.P. Roy (Chairman of the Committee) (DIN : 06487847) (ii). Mrs. Geetha Santhanagopalan (DIN : 06602023) (iii). K. Vikas Bhat (DIN : 00939715)

The Audit Committee met 4 times during the year from 1st April 2022 to 31st March 2023 on 23/05/2022,27/08/2022,15/11/2022 and 06/02/2023.

10. NOMINATION AND REMUNERATION COMMITTEE:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration

The Nomination and Remuneration Committee comprises of:

(i). Mrs.Geetha Santhanagopalan

(Chairman of the Committee) (DIN : 06602023) (ii). G.P. Roy (DIN : 06487847) (iii).K. Vikas Bhat (DIN : 00939715)

The Committee met one time during the year 2022-23 viz on 15/11/2022

The Grievance Committee comprises of :

(i). G.P. Roy (Chairman of the Committee) (DIN : 06487847) (ii). Mrs. Geetha Santhanagopalan (DIN : 06602023) (iii).K. Vikas Bhat (DIN : 00939715)

11.VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established an effective vigil mechanism (for directors and employees to report genuine concerns) pursuant to the provisions of Section 177(9) which is available on website of the Company and there were no cases reported during the last period.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the annual accounts on a ‘going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. 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, draft MGT-7 Annual Return available in the web site. The web address pertaining to Annual Report referred in Sub Section 3 of Sec 92 is Website: www.namasteexports.net and Web Link is: http://www.namasteexports.net/investors_desk.php

14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE/ FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JV

Your Company is not subsidiary of any company. Your Company has no subsidiaries or joint ventures in India or abroad. Consequently, financial performance of the Subsidiary/Associates referred to in Section 129 of the Companies Act, 2013 in Form AOC-1 is not annexed to this Report.

15. STATUTORY AUDITORS

The Statutory Auditors M/s. Ishwar & Gopal, Chartered Accountants, (FRN No. 001154S) has been appointed for period of 5 years from the date of 34th AGM till conclusion of 39th AGM in accordance with the regulations specified in the Companies Act, 2013 and ratification of their appointment is not required as per the amended provisions of the Companies Act, 2013.

Your Company has not appointed any internal auditors.

16. EXPLANATION BY BOARD ON COMMENTS BY AUDITORS:

The Statutory Auditors of the Company M/s. Ishwar & Gopal, Chartered Accountant, Bangalore have given their Audit Report for the year ended 31st March, 2023 with certain emphasis of matter, on which the Directors of the Company clarify as follows.

17. SECRETARIAL AUDIT REPORT

Not applicable

18. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Your Company gives high priority for conservation of energy through better supervision and training of employees to economize the usage of electricity.

19 RATIO OF REMUNERATION TO EACH DIRECTOR

The Company had 310 employees as on 31st March, 2023. Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 (1) (2) (3) of the Companies (Appointment and Remuneration) Rules, 2014, details/disclosures of Ratio of Remuneration to each Director to the median employees remuneration is annexed to this report as Annexure 1 There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than sixty lakhs rupees per financial year or five lakh rupees per month as the case may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.

20. DEPOSITS

Your Company has not invited/accepted/renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment on or before 31st March, 2023.

21. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBNUALS IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or regulator or tribunal during the period under review which impacts going concern status of the Company.

22. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Company continued to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Companys management at all levels of the organization. The Audit Committee, which meets at-least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the auditors.

23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

The Company has not given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

24. RISK MANAGEMENT POLICY

The Company has not yet formulated a Risk Management Policy. Your Company has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and undertakes periodical review to ensure that executive management controls risk by means of a properly designed framework.

25. CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, this clause is not applicable.

26. RELATED PARTY TRANSACTIONS (RPTs):

Related Party Transactions were entered into during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is attached.

27. ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

29. COST AUDIT:

The provision of Cost Audit is not applicable to the Company.

29. MANAGEMENT DISCUSSION AND ANALYSIS

As requisite and appropriate Management Discussion & Analysis is covered under this Report itself, a separate note on the same is not being furnished.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

30. EVENT BASED DISCLSOURE

There are no event based disclosures.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to readress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23.

No of complaints received: NIL No of complaints disposed off: NIL

32. FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014)

There are no frauds

33. HUMAN RESOURCES & INDUSTRIAL RELATIONS

Employee relations at all levels continued to remain cordial.

34. COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

The company is in compliance with applicable secretarial standards issued by ICSI, New Delhi from time to time.

35. ACKNOWLEDGEMENT

Directors place on record their sincere appreciation for the assistance and co-operation received from the bankers. The Directors also place on record their appreciation for the support given and contribution made by the officers, staff and workers at all levels during the year. Government of India particularly Ministory of Corporate Affairs,Ministry of Commerce and Finance and Govt. of Karnataka and Bank for their support during the year under review and the Company look forward to their continued co-operation and support.