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NDA Securities Ltd.

BSE: 511535 Sector: Financials
NSE: N.A. ISIN Code: INE026C01013
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NSE 05:30 | 01 Jan NDA Securities Ltd
OPEN 5.63
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VOLUME 2
52-Week high 11.69
52-Week low 5.40
P/E 11.49
Mkt Cap.(Rs cr) 3
Buy Price 6.15
Buy Qty 10.00
Sell Price 5.80
Sell Qty 195.00
OPEN 5.63
CLOSE 5.63
VOLUME 2
52-Week high 11.69
52-Week low 5.40
P/E 11.49
Mkt Cap.(Rs cr) 3
Buy Price 6.15
Buy Qty 10.00
Sell Price 5.80
Sell Qty 195.00

NDA Securities Ltd. (NDASECURITIES) - Director Report

Company director report

Dear Shareholders

Your Board of Directors has immense pleasure in presenting the 28thAnnual Report of your Company along with the Audited Financial Statements for theFinancial Year ended on 31st March 2020. Further in compliance with the Companies Act2013 the Company has made all requisite disclosures in this Board Report with theobjective of accountability and transparency in its operations to make you aware about itsperformance and future perspective of the Company.

INFORMATION ON STATE OF THE COMPANY'S AFFAIRS

The Company had started its journey by acquiring the membership inNational Stock Exchange as soon as it came into existence in the year 1994 and heldCategory-1 Merchant Banking license till 1998.

In the year 1994 the Company came out with a public issue which was asuccess. The Company is among the first broking houses of Northern India to go public. Ourshare is presently listed at Bombay Stock Exchange.

1. FINANCIAL STATEMENT

Particulars

Amount (in Rupees)

31.03.2020 31.03.2019
Revenue from Operations 45072053 45919509
Other Income 4170227 10048497
Total Income 49242280 55968006
Total Expenditure (inclusive of interest & Depreciation) 55507638 57678144
Profit (loss) before Tax (6265358) (1710138)
Provision for Tax (Asset) - -
Deferred Tax (Asset) (49238) (93515)
Net Profit (loss) (6216120) (1616623)
Paid up Equity Capital 50922000 50922000
Reserves 20139693 25429527

2. DIVIDEND

The Directors do not recommend any dividend for the year.

3. Covid-19

The Covid- 19 did not have much financial impact on the company duringthe year under reference as the tenure was short. However effect of covid-19 could beworse in the coming financial year.

4. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2020 the Company has only one Subsidiary Companyi.e. M/s NDA Commodity Brokers Private Limited.

Pursuant to the provisions of Section 129 [3) of the Companies Act2013 your Company has prepared Consolidated Financial Statements of the Company whichforms part of this Annual Report. Further a statement containing salient features ofFinancial Statements of the Subsidiary in the prescribed format AOC-1 pursuant to Section129 (3) of the Companies Act 2013 is annexed as "Annexure-1" to this Report.

In accordance with the provisions of Section 136 of the Companies Act2013 the Audited Financial Statements the Consolidated Financial Statements and therelated information of the Company and the Audited Accounts of the Subsidiary areavailable on our website i.e. www.ndaindia.com.

5. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves.

6. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and the reviews performed by the Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2019-20.

Accordingly pursuant to Section 134(5) of the Companies Act 2013Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) They had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year ended 31st March 2020 and of the loss of the company for thesame period;

c) They had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d) They had prepared the annual accounts on a going concern basis;

e) They had laid down internal financial controls in the company thatare adequate and were operating effectively.

f) They had devised proper systems to ensure compliance with theprovisions of all applicable laws and these are adequate and are operating effectively.

7. AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to theAccounts and are selfexplanatory.

8. AUDITORS OF THE COMPANY

i) Statutory Auditors:

The Members of the Company had at their 25th Annual GeneralMeeting held on 27th September 2017 approved the appointment of M/s. SatyaPrakash Garg & Co. Chartered Accountants [Firm Registration No.- 017544N) as theStatutory Auditors of the Company to hold office for a term of five years commencing fromthe conclusion of 25th Annual General Meeting till the conclusion of 30thAnnual General Meeting.

M/s. Satya Prakash Garg & Co. Chartered Accountants have providedtheir consent and confirmed that they meet the eligibility criteria prescribed underSection 141 of the Companies Act 2013 read with Rule 4 of the Companies [Audit andAuditors) Rules 2014 and that they are not disqualified to act as Statutory Auditors ofthe Company.

ii) Secretarial Audit:

Pursuant to Section 204 of the Companies Act 2013 read with Rulesthereof the Board of Directors had appointed Ms. Mona Bansal Practising CompanySecretary as Secretarial Auditor of the Company for the FY 2019-20.

The Secretarial Audit Report for the Financial Year ended March 312020 is given in this Report as Annexure- A

iii) Internal Auditor:

The company has appointed M/s Ashutosh Gupta & Co. CharteredAccountants as Internal Auditor of the Company.

9. WEB ADDRESS OF ANNUAL RETURN

As per the Companies [ Amendment) Act 2017 dated 3rd January 2018read with notification dated 9th February 2018 a copy of Annual Return is available onthe website of the Company i.e. www.ndaindia.com under "investorrelation" Section.

10. NUMBER OF BOARD MEETINGS

There were four (4) meetings of the Board of Directors held during thefinancial year 2019-20 are as follows:

S.No. Date of Meeting Name of Directors who attended the meeting
1. 28.05.2019 Mr. Sanjay Agarwal Mrs. Deepti Agarwal Mr. Lalit Gupta* Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
2. 13.08.2019 Mr. Sanjay Agarwal Mrs. Deepti Agarwal Mr. Lalit Gupta* Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
3. 29.11.2019 Mr. Sanjay Agarwal Mrs. Deepti Agarwal Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
4. 13.02.2020 Mr. Sanjay Agarwal Mrs. Deepti Agarwal Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi

*Mr. Lalit Gupta Independent Director of the Company had resigned fromthe Company on 13.08.2019.

11. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION149(6) OF THE COMPANIES ACT 2013

Presently the Company have two Independent Directors namely Mr. UmaShanker Gupta and Mr. Ram Kishan Sanghi who have given their declarations that they meetthe eligibility criteria of Independence as provided in sub-section (6) of Section 149 ofthe Companies Act 2013.

12. BOARD EVALUATION

In line with the requirement of Regulation 25 (3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a meeting of the IndependentDirectors of the Company was held on 13th February 2020 wherein theperformance of the nonindependent directors was evaluated.

The Board based on the recommendation of the Nomination andRemuneration Committee evaluated the effectiveness of its functioning and that of theCommittees.

The aspects covered in the evaluation included the contribution to andmonitoring of Corporate Governance practices participation in the long- term strategicplanning and fulfilment of Directors' obligations and fiduciary responsibilitiesincluding but not limited to active participation at the Board and Committee meetings.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

Following officials are the Key Managerial Personnel (‘KMP') ofthe Company:-

• Mr. Sanjay Agarwal- Managing Director

• Mrs. Deepti Agarwal- Whole Time Director

• Mr. Arun Kumar Mistry- Chief Financial Officer

• Ms. Vanshika Rastogi- Company Secretary

Retirement bv Rotation

Mrs. Deepti Agarwal[DIN:00049250] will retire from the office byrotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

14. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies [Acceptance of Deposits] Rules2014.

15. CHANGE IN SHARE CAPITAL

There is no change in share capital of the Company during the financialyear 2019-20.

16. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during thefinancial year 201920.

17. SHIFTING OF REGISTERED OFFICE

During the year the Company shifted its Registered Office from 1002AArunachal 19 Barakhamba Road New Delhi-110001to E-157 Second Floor Kalkaji New Delhi-110019.

18. MANAGEMENT'S DISCUSSION AND ANALYSIS

A comprehensive Management's Discussion and Analysis Report whichis enclosed forming a part of the Board Report.

19. CORPORATE GOVERNANCE

The Company is listed with BSE Limited [formerly Known as Bombay StockExchange Limited]. In view of clause 15[2] of SEBI [Listing Obligation and DisclosureRequirement] Regulation 2015 the compliance with the Corporate Governance provisions asspecified in Regulations 1718192021222324252627 and clause [b] to [i] of subregulation [2] of regulation 46 and para C D and E of Schedule V are not applicable tothe Company under the criteria given in the said Regulation. Hence no disclosure has beenmade on the items covered under Corporate Governance.

20. RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Act read with Rule 8 [2] of theCompanies [Accounts] Rules 2014 there are no transactions which are required to bereported under Section 188 of the Act in Form AOC-2.

All related Party Transactions as required under AS-18 are reported inNotes to Accounts of the Financial Statements of the Company.

21. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

As per the requirement under the Act the Independent Directors had aseparate meeting on 13.02.2020 without the presence of non- independent directors andmembers of management.

22. AUDIT COMMITTEE

The Chairman informed the Board that as per the provisions of Section177 of the Companies Act 2013 all Public Companies satisfying the following conditionsshall constitute an Audit Committee:

i) Listed Company;

ii) With a paid up capital of Ten crore rupees or more;

iii) Having turnover of one hundred crore rupees or more;

iv) Having in aggregate outstanding loans or borrowings or debenturesor deposits exceeding fifty crore rupees or more.

COMPOSITION :

Minimum 3 directors with majority independent further provided thatmajority including its Chairperson shall be persons with ability to read and understandthe financial statement. The Audit Committee shall consist of the following membersnamely:

1) Uma Shanker Gupta- Chairman

2) Ram Kishan Sanghi- Member

3) Sanjay Agarwal -Member

MEETINGS

The details regarding number of meetings held by Audit Committee duringthe year are as follows:

S.No. Date of Meeting Name of Directors who attended the meeting
1. 28.05.2019 Mr. Lalit Gupta* Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
2. 13.08.2019 Mr. Lalit Gupta* Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
3. 29.11.2019 Mr. Uma Shanker Gupta Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
4. 13.02.2020 Mr. Uma Shanker Gupta Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal

*Mr. Lalit Gupta Independent Director of the Company had resigned fromthe Company on 13.08.2019.

ROLE

1) Oversight of the company's financial reporting process and thedisclosure of its financial information to ensure that the financial statement is correctsufficient and credible;

2) Recommendation for appointment remuneration and terms ofappointment of auditors of the company;

3) Approval of payment to statutory auditors for any other servicesrendered by the statutory auditors;

4) Reviewing with the management the annual financial statements andauditor's report thereon before submission to the board for approval with particularreference to:

a. Matters required being included in the Director's ResponsibilityStatement to be included in the Board's report in terms of clause (c) of sub-section 3 ofsection 134 of the Companies Act 2013

b. Changes if any in accounting policies and practices and reasonsfor the same

c. Major accounting entries involving estimates based on the exerciseof judgment by management

d. Significant adjustments made in the financial statements arising outof audit findings

e. Compliance with listing and other legal requirements relating tofinancial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5) Reviewing with the management the quarterly financial statementsbefore submission to the board for approval;

6) Reviewing with the management the statement of uses / applicationof funds raised through an issue (public issue rights issue preferential issue etc.)the statement of funds utilized for purposes other than those stated in the offer document/ prospectus / notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter;

7) Review and monitor the auditor's independence and performance andeffectiveness of audit process;

8) Approval or any subsequent modification of transactions of thecompany with related parties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the company wherever it isnecessary;

11) Evaluation of internal financial controls and risk managementsystems;

12) Reviewing with the management performance of statutory andinternal auditors and adequacy of the internal control systems;

13) Reviewing the adequacy of internal audit function if anyincluding the structure of the internal audit department staffing and seniority of theofficial heading the department reporting structure coverage and frequency of internalaudit;

14) Discussion with internal auditors of any significant findings andfollow up there on;

15) Reviewing the findings of any internal investigations by theinternal auditors into matters where there is suspected fraud or irregularity or a failureof internal control systems of a material nature and reporting the matter to the board;

16) Discussion with statutory auditors before the audit commencesabout the nature and scope of audit as well as post-audit discussion to ascertain any areaof concern;

17) To look into the reasons for substantial defaults in the payment tothe depositors debenture holders shareholders (in case of non-payment of declareddividends) and creditors;

18) To review the functioning of the Whistle Blower mechanism;

19) Approval of appointment of CFO (i.e. the whole-time FinanceDirector or any other person heading the finance function or discharging that function)after assessing the qualifications experience and background etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms ofreference of the Audit Committee;

21) Recommendation for appointment remuneration and terms ofappointment of auditors of the company;

22) Review and monitor the auditor's independence and performance andeffectiveness of audit process;

23) Examination of the financial statement and the auditors' reportthereon;

24) Approval or any subsequent modification of transactions of thecompany with related parties;

25) Scrutiny of inter-corporate loans and investments;

26) Valuation of undertakings or assets of the company wherever it isnecessary;

27) Evaluation of internal financial controls and risk managementsystems;

28) Monitoring the end use of funds raised through public offers andrelated matters;

29) The Audit Committee may call for the comments of the auditors aboutinternal control systems the scope of audit including the observations of the auditorsand review of financial statement before their submission to the Board and may alsodiscuss any related issues with the internal and statutory auditors and the management ofthe company;

30) The Audit Committee shall have authority to investigate into anymatter in relation to the items specified (as mentioned at S.No. 21 to 28 above) orreferred to it by the Board and for this purpose shall have power to obtain professionaladvice from external sources and have full access to information contained in the recordsof the company;

31) The auditors of a company and the key managerial personnel shallhave a right to be heard in the meetings of the Audit Committee when it considers theauditor's report but shall not have the right to vote;

32) The Audit Committee may invite such of the executives as itconsiders appropriate (and particularly the head of the finance function) to be present atthe meetings of the committee but on occasions it may also meet without the presence ofany executives of the company. The finance director head of internal audit and arepresentative of the statutory auditor may be present as invitees for the meetings of theaudit committee; and

33) Resolve any disagreements between management and the auditorregarding financial reporting.

REVIEW

The Audit Committee shall review the following information:

1) Management discussion and analysis of financial condition andresults of operations;

2) Statement of significant related party transactions (as defined bythe Audit Committee) submitted by management;

3) Management letters / letters of internal control weaknesses issuedby the statutory auditors;

4) Internal audit reports relating to internal control weaknesses; and

5] The appointment removal and terms of remuneration of the Chiefinternal auditor shall be subject to review by the Audit Committee.

POWERS

1] To investigate any activity within its terms of reference.

2] To seek information from any employee.

3] To obtain outside legal or other professional advice.

4] To secure attendance of outsiders with relevant expertise if itconsiders necessary.

23. NOMINATION AND REMUNERATION COMMITTEE

The Chairman informed the Board that as per the provisions of Section178 of the Companies Act 2013 read with Rule 6 of Companies [Meetings of Board and itsPowers] Rules 2014 all public Companies satisfying following conditions shall constituteNomination and Remuneration Committee:

i] Listed Company;

ii] With a paid up capital of ten crore rupees or more;

iii] Having turnover of one hundred crore rupees or more;

iv] Having in aggregate outstanding loans or borrowings or debenturesor deposits exceeding fifty crore rupees or more.

COMPOSITION

The Nomination and Remuneration Committee shall consist of followingmembers namely:

i] Uma Shanker Gupta- Chairman

ii] Ram Kishan Sanghi -Member

iii] Sanjay Agarwal- Member

MEETINGS

The Committee shall meet as and when it is thought appropriate.

The details regarding number of meeting held by Nomination andRemuneration Committee during the year are as follows:

S.No. Date of Meeting Name of Directors who attended the meeting
1. 13.02.2020 Mr. Uma Shanker Gupta Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal

ROLE

1] Formulation of the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board a policy relating tothe remuneration of the directors key managerial personnel and other employees;

2] Formulation of criteria for evaluation of Independent Directors andthe Board;

3] Identifying persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down and

recommend to the Board their appointment and removal. The company shalldisclose the remuneration policy and the evaluation criteria in its Annual Report.

4) The Nomination and Remuneration Committee shall identify persons whoare qualified to become directors and who may be appointed in senior management inaccordance with the criteria lay down recommend to the Board their appointment andremoval and shall carry out evaluation of every director's performance.

5) The Nomination and Remuneration Committee shall formulate thecriteria for determining qualifications positive attributes and independence of adirector and recommend to the Board a policy relating to the remuneration for thedirectors key managerial personnel and other employees.

6) The Nomination and Remuneration Committee shall while formulatingthe policy ensures that:

a) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run thecompany successfully;

b) relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and

c) remuneration to directors key managerial personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals:Provided that such policy shall be disclosed in the Board's report".

24. STAKE HOLDERS RELATIONSHIP GRIEVANCE AND SHARE TRANSFER COMMITTEE

The Chairman informed the Board that as per the provisions of Section178 of the Companies Act 2013 Companies which consists of more than one thousandshareholders debenture- holders deposit-holders and any other security holders at anytime during a financial year shall constitute a Stakeholders Relationship Grievance andShare Transfer Committee.

COMPOSITION

The Stake Holders Relationship Grievance Committee shall consist of atleast three Directors namely:

i) Uma Shanker Gupta- Chairman

ii) Ram Kishan Sanghi- Member

iii) Sanjay Agarwal- Member

MEETINGS

The Committee shall meet as and when it is thought appropriate.

The details regarding number of meeting held by StakeholdersRelationship Grievance and Share Transfer Committee during the year are as follows:

S.No. Date of Meeting Name of Directors who attended the meeting
1. 13.02.2020 Mr. Uma Shanker Gupta Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal

TERMS OF REFERENCE

i) The Stake Holders Relationship Grievance and Share TransferCommittee specifically look into the redressal of grievances of shareholders debentureholders and other security holders;

ii) The Stake Holders Relationship Grievance and Share TransferCommittee shall consider and resolve the grievances of the security holders of the companyincluding complaints related to transfer of shares non-receipt of balance sheetnon-receipt of declared dividends.

iii) To expedite the process of share transfers the Board of thecompany shall delegate the power of share transfer to an officer or a committee or to theregistrar and share transfer agents. The delegated authority shall attend to sharetransfer formalities at least once in a fortnight.

iv) The Stakeholders Relationship Grievance Committee oversees andreviews all matters connected with the securities transfers and also looks into redressingof shareholders complaints like transfer of shares non-receipt of annualreports/dividends etc.

v) The Committee oversees the performance of the Registrar and Transferagents and recommends measures for overall improvement in the quality of investorservices".

25. PERFORMANCE EVALUATION

The performance of the Board Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee and that ofIndividual Directors for the year 201920 were evaluated on the basis of criteria asapproved by the Board. All directors were provided the criteria for evaluation which wereduly filled in.

The performance of Independent Directors was evaluated by the Board ofDirectors. Each Board Member completed the evaluation and shared their views with theChairman. Areas of improvement in the functioning of the Board and Committees wereidentified.

26. GENERAL BODY MEETINGS:

Location and time for the last three AGMs:

Year Date Time Venue Special Resolution
2016-17 27th September 2017 4:00 P.M. Agarwal Dharmshala OCF Pocket 104 Kalkaji Vistar Near Punjsons Factory Kalkaji New Delhi-110019 Re- appointment of Smt. Deepti Agarwal as Whole- Time Director of the Company.
2017-18 27th September 2018 4:00 P.M. Agarwal Dharmshala OCF Pocket 104 Kalkaji Vistar Near Punjsons Factory Kalkaji New Delhi-110019 Re- appointment of Sh. Sanjay Agarwal as Managing Director of the Company.
2018-19 27th September 2019 4:00 P.M. Agarwal Dharmshala OCF Pocket 104 Kalkaji Vistar Near Punjsons Factory Kalkaji New Delhi-110019 1. ReAppointment of Mr. Uma Shanker Gupta as an Independent Director for period of 5 Years.
2. ReAppointment of Mr. Ram Kishan Sanghi as an Independent Director for period of 5 Years.

(i) Special resolution passed last year through postal ballot anddetails of voting pattern

No resolution was passed through postal ballot during the year underreview.

MARKET PRICE DATA (Rs.)

Month High Low
April 2019 10.40 9.88
May 2019 9.90 9.90
June 2019 13.55 10.15
July 2019 12.83 13.5
August 2019 13.5 13.0
September 2019 13.0 13.0
October 2019 13.0 13.0
November 2019 13.0 12.35
December 2019 12.35 12.35
January 2020 12.35 12.30
February 2020 12.30 12.30
March 2020 12.30 12.30

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31 2020

Share Holding of Nominal Value of Rs. No of shareholders %age of shareholders No. of Shares held %age of Shares held
Upto 5000 3336 95.12 467894 9.91
5001-10000 103 2.93 83235 1.63
10001-20000 33 0.94 47350 0.93
20001-30000 5 0.14 12808 0.25
30001-40000 5 0.14 18100 0.35
40001-50000 0 0 0 0
50001-100000 1 0 8300 0.16
100001 & above 24 0.02 445423 87.40
Total 3507 100 5092200 100

DEMATERIALISATION OF SHARES

The Shares of the Company are in demat form. The Company's Sharesare available for trading in the depository systems of both the National SecuritiesDepository Limited and the Central Depository Services (India) Limited. As on 31stMarch 2020 the statement of the shares in demat form is given below:

S.No. Particulars No. of Shares %
1. NSDL 4644257 91.20
2. CDSL 64683 1.27
3. Physical 383260 7.53
Total 5092200 100

27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

28. PREVENTION OF INSIDER TRADING

The Board has adopted a code for the Prevention of Insider Trading inthe securities of the Company. The Code inter alia requires pre- clearance from DesignatedPersons for dealing in the securities of the Company as per the criteria specified thereinand prohibits the purchase or sale of securities of the Company by Designated Personswhile in possession of Unpublished Price Sensitive Information in relation to the Companybesides during the period when the trading window is closed.

The aforesaid Code is available at the website of the Company www.ndaindia.com.

29. VIGIL MECHANISM

The Company has devised a vigil mechanism for Directors and employeesthrough the adoption of Whistle Blower Policy details whereof on our website i.e. www.ndaindia.com.

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

The Company is in line with the requirement of the Sexual Harassment ofWomen at workplace (Prevention Prohibition and Redressal) Act 2013. The InternalComplaints Committee is in place to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees etc.) are coveredunder this policy.

The following is a summary of sexual harassment complaints received anddisposed of during the year 2019-20:

• No. of complaints received-NIL

• No. of complaints disposed of: NIL

31. REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Section 178 ofthe Companies Act 2013 and Regulation 19(4) & Schedule II Part D (A) of SEBI (ListingObligations and Disclosure Requirements) 2015.

32. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL(KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules 1975.

The Ratio of Remuneration of Each Director Chief Financial OfficerCompany Secretary of the Company for the FY-2019-2020 is annexed at Annexure-B.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable to the Company.

34. ANNUAL LISTING FEE

The Company has paid the Annual listing fees for the financial year2019-20 to BSE LTD.

35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUT GO

During the period under review there was no energy conservationtechnology absorption and foreign exchange earnings and outgo.

36. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS

There have been no significant and material orders passed by Regulatorsor courts or tribunals impacting the going concern status and the future operations of theCompany.

37. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the RiskAssessment and minimisation procedures and periodical review to ensure that risk iscontrolled by means of a properly defined framework. In the Board's view there are nomaterial risks which may threaten the existence of the Company.

38. REPORTING OF FRAUDS

The auditors of the Company have not reported any fraud as specifiedunder the 2nd proviso to Section 143 [12) of the Companies Act 2013.

39. APPRECIATION

Your Directors wish to place on records their sincere appreciation toall the Employees of the Company for their untiring efforts efficient work managementloyal services commitment and dedication that developed the culture of professionalism.Your Directors also thank and express gratitude to the Company's Customers Vendors andInstitutions. Your Directors also wishes to express deep sense of gratitude to the all ourBankers Central and State Governments and their departments and to the local authoritiesfor the continued support.

Your Directors register sincere appreciations to the Shareholders ofthe Company for keeping faith and confidence reposed in us.

By Order of the Board of Directors

Place: New Delhi Sanjay Agarwal Deepti Agarwal
Date:03.09.2020 Managing Director Whole Time
Director
DIN:00010639 DIIN: 00049250
Farm No.- 4 Dera Greens Opp. Dera Senior 157 Block-E
Secondary School Mehrauli Dera Hauz Khas Kalkaji
South Delhi-110074 New Delhi-110019

.