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Naapbooks Ltd.

BSE: 543351 Sector: IT
NSE: N.A. ISIN Code: INE0GOA01018
BSE 00:00 | 27 Jan 58.00 0






NSE 05:30 | 01 Jan Naapbooks Ltd
OPEN 58.00
52-Week high 77.70
52-Week low 50.40
P/E 22.92
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 58.00
CLOSE 58.00
52-Week high 77.70
52-Week low 50.40
P/E 22.92
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Naapbooks Ltd. (NAAPBOOKS) - Director Report

Company director report


The Members

Naapbooks Private Limited

Your Directors are please to present the 3rd Annual report on the business andoperation of the company and audited financial statements for the financial year ended31st 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 thefinancial 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 Company's 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 thedate of audit report:

No significant material changes and commitments have been occurred between the date ofbalance 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/Tribunalsagainst the company.

8. Changes in shares capital

There is no change in company's 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 theprovisions 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 tomaintain a dynamic system of internal controls over financial reporting to ensure reliablefinancial record-keeping transparent financial reporting and disclosure and protection ofphysical 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 andOutgo

a. Conservation of Energy: Energy conservation is very important for the companyand therefore energy conservation measures are undertaken wherever practicable in itsplant and attached facilities. The Company is making every effort to ensure the optimaluse of energy avoid waste and conserve energy by using energy efficient equipment withlatest technologies.

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

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

Particulars Amount in Rs.
Out Flow: Nil
Earning: 10644013/-

14. Industrial Relation

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

15. Directors

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

16. Board Meetings

During the year 2019-20 the Board of Directors met Six (6) times yiz:17/05/201928/06/2019 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 120days.

17. Director Remuneration

Member's attention is drawn to Note 22 of Financial Statements wherein the disclosureof remuneration paid to Directors is given during the year 2019-20. No Sitting fees havebeen 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 materialdepartures;

b) We have Selected accounting policies have been applied consistently to give a trueand fair view of the state of affairs of the company at the end of the financial year andof the profit of the company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords for safeguarding the assets of the company and for preventing and detecting fraudand 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 allapplicable laws and that such systems were adequate and operating effectively. This willensure 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 arm's length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the company withrelated 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 fordetailed related parties transactions entered during the year.

Since all the related party transactions were entered by the Company in ordinary courseof business and were in arm's length basis FORM AOC- 2 is not applicable to theCompany.

20. Auditors

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

The Auditors' Report for the financial year ended March 31 2020 on the financialstatements of the Company is a part of this Annual Report. The Auditor's Report for thefinancial year ended March 312020 does not contain any qualification reservation oradverse remark.

21. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT 9as 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 levelmanagement for identifying the risk measuring the same and takes corrective measures formanaging the risk.

23. Particulars of employees

During the year under review there was no managerial personnel/employee whoseinformation required to be provided under Section 197 of the Companies Act 2013 readwith Rule 5 sub-rule 2 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

24. Corporate Social Responsibility

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

25. Evaluation of Board Performance

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

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

26. Other Regulatory Requirement

The Company has been complied with all regulatory requirements of central governmentand state government and there were no significant and material orders passed by theRegulators or Courts or Tribunals during the year impacting the going concern status andthe Company's 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 auditorto audit the cost records of the company.

28. Social Initiative

Our Company is a socially responsible corporate citizen. In keeping with the Company'scommitment towards contribution to community welfare the Company and its employeescontinue to support and closely associated with Friends of environment a non-governmentorganization and involved in numerous activities like tree plantation cleanliness drivecreation of social awareness dissemination of information concerning Environment andPollution and host of other activities for the cause of environment protection atCompany's various locations.

29. Secretarial Audit Report

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

30. Vigil Mechanism

Presently the company is not coming within the borrowing limit laid down by Section177(9) read with Companies (Meetings of Board and its Powers) Rules 2014 and otherrelevant criteria. Hence the company has not constituted any vigil mechanism. However thecompany is in the process of setting up such a mechanism and as soon it is set up theestablishment of the same will be notified in the company's website and disclosed in thenext board report.

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

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

32. Acknowledgement and appreciation

The Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company. I am sure youwilt join our Directors in conveying our sincere appreciation to all employees of theCompany for their hard work and commitment.