Newever Trade Wings Ltd Directors Report

DIRECTORS REPORT

To

The Members,

NEWEVER TRADE WINGS LIMITED

Your Board of Directors takes pleasure in presenting this 12th Annual Report covering the highlights of the finances, business, and operations of your Company along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year ended 31st March, 2024.

1. COMPANYS FINANCIAL HIGHLIGHTS:

The highlights of the Companys financial results for the Financial Year 2023-2024 are as under:

		(Amount in Lakhs)
Particulars	FY 2023-2024	FY 2022-2023
Total Income	3,42,660.00	7,54,110.56
Total Expenditure	5,97,777.00	5,32,954.25
Profit/loss before exceptional and extraordinary items and tax	(2,55,117.00)	2,21,156.31
Add: Exceptional Items	0.00	0.00
Profit Before Tax	(2,55,117.00)	2,21,156.31
Tax	23,801.00	16,646.00
Net Profit / (Loss) after Tax	(2,78,918.00)	2,37,802.31

2. OPERATIONS

During the financial total income from the business of the Company of Rs. 3,42,660.00. Total expenditure of the company is Rs. 5,97,777.00 as compared to Rs. 5,32,954.25 in the previous year. Loss during the financial year is Rs. 2,78,918.00 as compared to profit Rs. 2,37,802.31 in the previous year.

The accounts of the Company have not finalised during the FY 2023-2024 for want of:

a. Confirmation from parties;

b. Software issue relating to preparation of accounts;

c. The Registered office and where the books of account are maintained which is located at 238B, A J C Bose Road, Unit 4B, 4th Floor, Kolkata – 700020 taken over by ICICI Bank under SARFAESI and the prime books of accounts and registrar are not with the company for preparation of accounts;

3. DIVIDEND

Due to inadequate profits your directors do not recommend any dividend during the year under review.

4. AMOUNT TRANSFERRED TO RESERVE

Due to loss in the current year the company has not transfer any sum to reserve.

5. DEPOSITS

The company has not accepted any public deposits under the provisions of the Companies Act, 2013 (Act).

6. SHARE CAPITAL

As on 31st March 2024, Authorised Capital of the Company stood Rs. 25,00,00,000.00 Consisting of 2,50,00,000 equity shares of face value of Rs.10 each; paid-up share capital of the company stood at Rs. 23,94,52,000.00 Consisting of 2,39,45,200 equity shares of face value of Rs.10.00 each fully paid-up.

7. SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY

Your company does not have any Subsidiary / Joint Venture and Associate Companies.

8. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

9. STATE OF AFFAIRS OF THE COMPANY

Granting of loans and advances and making investments is the core area of operations of the company. The Board of Directors of your company carries out these operations with active care and all essentials precaution thereby enhancing stakeholders values.

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the company during the year.

11. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Share of the company delist by the BSE Ltd and imposed SOP and other penalties, Company filed petition to Securities Appellate Tribunal (SAT) for revocation of delist.

12. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to the company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments & Cessation of Directors

During the year under review there was no changes in the Board of Directors of the Company.

14. BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own, the Independent Directors, Committee and other Individual Directors.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board and separate its functions of governance and management. The remuneration paid to directors if any is recommended by the Nomination and Remuneration Committee and approved by Board of Directors and Shareholders of the Company. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. The policy of the company on directors appointment and remunerations available on the website of the company i.e. newevertradewings.com.

16. COMMITTEES OF THE BOARD

The company has the following three committees of the board:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

The composition of each of the above committees, their respective role and responsibility is in conformity with the provisions of the Companies Act,2013 and SEBI (LODR) Regulations, 2015 and amendments made therein from time to time.

17. MEETING OF BOARD OF DIRECTORS

During the year under review, 4 (Four) Board Meetings were held on 24.05.2023, 11.08.2023, 11.11.2023 and 10.02.2024. The details of number of meeting attended by each director are as follows:

Date of Meeting	Mr. Vikrant Kayan	Mr. Vikash Dubey	Mr. Debjit Banerjee	Mr. Bhaskar Pal	Mrs. Girija Banerjee
	Attendance at the Board Meeting
24.05.2023	Yes	Yes	Yes	Yes	Yes
11.08.2023	Yes	Yes	Yes	Yes	No
11.11.2023	Yes	Yes	Yes	Yes	No
10.02.2024	Yes	Yes	Yes	Yes	No

18. AUDIT COMMITTEE

The Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 and comprises of Mr. Vikash Dubey as Chairman, Mr. Bhaskar Pal and Mr. Debjit Banerjee as its members.

During the Financial Year 2023-24, 4 (four) meetings of the Audit Committee of the Board of Directors were held on 24.05.2023, 11.08.2023, 11.11.2023 and 10.02.2024. All the recommendations made by the Audit Committee were accepted by the Board.

19. NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee is in accordance with the requirements of section 178 of the Companies Act 2013, and comprises of Mr. Vikash Dubey as Chairman, Mr. Bhaskar Pal and Mr. Vikrant Kayan as its members.

During the Financial Year 2023-24, 2 (Two) meeting of the Nomination and Remuneration Committee of the Board of Directors was held on 24.05.2023 and 11.08.2023.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholders Relationship Committee is in accordance with the requirements of section 178 of the Companies Act, 2013, and comprises of Mr. Vikash Dubey as Chairman, Mr. Bhaskar Pal and Mr. Debjit Banerjee as its members.

During the Financial Year 2023-24, 2 (Two) Meetings were held on 24.05.2023 and 11.08.2023.

21. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company at their meeting held on 24.05.2023 reviewed the performance of non-independent directors and the Board as a whole including the Chairman of the Company by taking into consideration views expressed by the executive directors and non-executive directors at various level pertaining to the quality, quantity and timeliness of flow of information between the company, management and the board have expressed their satisfaction.

22. DECLARATION BY THE INDEPENDENT DIRECTORS

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations.

The Board had taken on record the declaration and confirmation submitted by the independent directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

23. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the compliance with the Corporate Governance provisions specified in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply to the Company and hence the Corporate Governance Report does not forms part of this report.

24. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Hence there does not exists any details to be mentioned in Form AOC-2 which is attached as "Annexure - A".

All Related Party Transactions are placed before the Audit Committee for approval. The Company has adopted a Related Party Transactions Policy. The policy as approved by the board is uploaded on the Companys website at newevertradewings.com.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review no loan, guarantees or investments given by the company.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under SEBI (Listing Obligations and Disclosure Requirements), 2015 forms part of this report which is attached as "Annexure - B".

27. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on 31st March, 2024 is available on the Companys website at newevertradewings.com.

28. RISK MANAGEMENT POLICY

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may pose significant loss or threat to the Company. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy.

29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a whistle blower policy encompassing vigil mechanism pursuant to the requirements of the section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The Audit Committee reviews the functioning of the Whistle blower policy. The policy/vigil mechanism enables directors and employees to report to the management their concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

The whistle blower policy is uploaded on the website of the Company and can be accessed at newevertradewings.com.

30. INTERNAL CONTROL SYSTEMS

The internal financial controls of the Company are commensurate with its size, scale and complexity of operations. The company has policies and procedures which inter alia ensure integrity in conducting business, timely preparation of reliable information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Audit Committee actively reviews the adequacy and effectiveness of the internal financial control systems and suggests improvements if any to strengthen the same.

31. CORPORATE WEBSITE:

The Companys web address is newevertradewings.com. The website contains a complete overview of the Company. The Companys Annual Report, financial results, details of its business, shareholding pattern, compliance with Corporate Governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, the distribution schedule, and Code of Conduct are uploaded on the website.

32. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of section 134(5) of the Act, the directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) they 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 of the Company for FY 2023-2024.

(iii) they have 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.

(iv) they have prepared the annual accounts on a going concern basis.

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

33. STATUTORY AUDITORS AND HIS REPORT

M/s. PAMS & Associates., Chartered Accountants (Firm Reg. No. 316079E), were reappointed as Statutory Auditors of the Company from 11th Annual General Meeting till the conclusion of the 16th Annual General Meeting. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Audit Report of M/s. PAMS & Associates., Chartered Accountants (Firm Reg. No. 316079E) on the Financial Statements of the Company for the Financial Year 2023-24 forms part of this Annual Report. The report does contain qualification, reservation, adverse remark or disclaimer viz.

34. SECRETARIAL AUDITOR AND HIS REPORT

Pursuant to the provisions of section 204 of the Act, the Board has appointed M/s Suprabhat & Co., Practising Company Secretary (C.P. No. 14901), to undertake secretarial audit of the Company. A report from the secretarial auditor in the prescribed Form MR-3 is annexed as "Annexure-C" to this Report.

The following observation given in the Secretarial Compliance Report:

1. Company Secretary and Chief Financial Officer not appointed by the Company;

2. Filing of AOC-4, MGT-7 and MGT-14 for approval of Director Report and Financial Report not filed, However, the management agreed to file them belatedly with additional fees;

3. Company is under Suspension at BSE Ltd and BSE Ltd imposed fine under SEBI SOP procedures.

35. DISCLOSURE AS TO MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 (1) OF THE COMPANIES ACT, 2013:

Not applicable

36. DEMATERIALIZATION OF SHARES:

83.15% of the Companys paid up Equity Shares Capital is in dematerialization form as on 31st March, 2024 and balance 16.85% is in physical form.

Adroit Corporate Services Pvt. Ltd, 18/20, Jaferbhoy Industrial Estate, 1st floor, Makwana Road, Marol Naka, Andheri East, Mumbai, Maharashtra, 400059 is Share Registrar and Transfer Agents of the Company.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During year, BSE Ltd imposed SEBI SOP fine for not complying the SEBI (LODR) Regulations.

38. PARTICULARS OF EMPLOYEES

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said

Now that you have uploaded a significant portion of this report, I can help you compile or analyze it. Let me know if you would like to: information/ details is available for inspection at the Registered Office of the Company during working hours on any working day. Any member interested in obtaining this information may write to the company and this information would be provided on request.

39. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder. The Policy 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. The Company has not received any complaint of sexual harassment during the financial year 2023-2024.

40. HEALTH, SAFETY AND ENVIRONMENT

The company considers safety, environment and health as the management responsibility and therefore being constantly aware of its obligation towards maintaining and improving the environment across various spheres of its business activities.

41. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

Since, the Company neither owned, or operates any manufacturing unit or facility nor has carried out any transaction involving foreign exchange inflow or outflow, there is no information which needs to be disclosed in respect of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as per Section 134 of the Companies Act, 2013.

42. ACKNOWLEDGEMENT

The Board of Directors would like to express its gratitude and its appreciation for the support and co-operation from its members, RBI and other regulators. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company.

	VIKASH DUBEY
	Director
	DIN : 06548810
	VIKRANT KAYAN
Date: 28.08.2025	Director
Place: Kolkata	DIN : 00761044