The Board of Directors has immense pleasure in presenting the 40th (Fortieth) Annual Report of North Eastern Carrying
Corporation Limited (the “Company”) also known by initialism ‘NECC' together with the Audited Financial Statements for the
Financial Year ended March 31, 2025.
In compliance with the applicable provisions of the Companies Act, 2013, ('the Act'), the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), this Board's Report is
prepared based on the standalone financial statements of the Company for the year under review.
1. FINANCIAL HIGHLIGHTS
Key highlights of performance of the Company for the financial year 2024-25 are summarized as under with comparative
position of previous year's performance:
Rs. in Lakhs except EPS
|
Particulars
|
2024-2025
|
2023-2024
|
|
Revenue from operations
|
32,872.47
|
33,511.52
|
|
Other income
|
71.07
|
161.12
|
|
Total Revenue
|
32,943.54
|
33,672.64
|
|
Total expenses
|
31,639.89
|
32,655.81
|
|
Profit before tax
|
1303.65
|
1016.83
|
|
Tax liability
|
278.40
|
214.62
|
|
Profit after tax
|
1025.25
|
802.21
|
|
Total comprehensive income
|
1014.75
|
791.02
|
|
Earnings per share (EPS)
|
1.03
|
0.84
|
FINANCIAL PERFORMANCE
The total revenue booked by the Company during the FY 2024-25 marginally decreased by 2.17% from 336.72 Crores to
Rs. 329.43 Crores, the management of the company continually put their best efforts to increase its revenue from
operations with its core business.
The management of the Company has put its best efforts to be a cost effective Company and has been able to reduce its
administrative, finance and operating cost during the FY 2024-25. The total expenses collectively decreased by 3.11% and
recorded at Rs. 316.39 Crores during the FY 2024 -25.
The total comprehensive income at Rs. 10.14 Crores higher by 28.28% and earing per share (EPS) has increased to 1.03
per share, during the FY 2024-25.
STATE OF THE COMPANY'S AFFAIRS AND BUSINESS OPERATION
The company has provided logistics and transportation services through Commercial Vehicles as well as Electric
Commercial Vehicles (EV). The company offer extraordinary solutions as unique to its client's needs and specializes in
offering PTL/FTL/ODC/ BULK in PAN India especially in the region of North and North East of India. The company has
major presence in the neighbor country of India like Nepal, Bhutan, Tibet and Boarder area of Bangladesh along with
warehousing services and custom clearance.
The Company has also provide logistics and transportation services to Tata Steel Limited, Gail (India) Limited, Rungta
Sons Pvt. Ltd, TVS Supply Chain, Mankind Pharma Limited, Hindalco Industries Limited, Uno Minda Limited, L G
Balakrishnan & Bros. Limited etc. and continually exploring more opportunities to enhance more clients.
In process of exploring new opportunities during the year under review, the Company has awarded a work contract from
Tata Steel Limited (TSL) for transportation of steel goods through EV (Electronic Heavy Commercial Vehicle) for the period
of five years.
2. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
3. DIVIDEND
For the purpose of expansion of business and future planes, the Board of Director has decided to invest the profits into the
operations of the Company. Hence, no dividend is recommended for the financial year ended March 31, 2025.
Pursuant to the Regulation 43A of the SEBI (Listing Obligation Disclosure Requirements) Regulations 2015 (SEBI Listing
Regulations), the Dividend Distribution Policy has been not applicable on the Company.
4. TRANSFER TO RESERVES
The Company has not proposed to transfer any amount to General Reserve during the financial year 2024-25.
5. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
The Company has no Subsidiary, Joint Ventures and Associate Companies, during the period under review. However, as
on date, The Company has acquired 10.81% stake in SG Green Logistics Private Limited, pursuant to Memorandum of
Understanding (MOU) executed on December 04, 2023.
6. SHARE CAPITAL
AUTHORISED CAPITAL
There has been no change in the Authorised Capital of the Company during the Financial Year 2024-25, the Authorized
Share Capital of the Company is Rs. 100 Crores divided into 10,00,00,000 equity shares of Rs. 10/- each.
ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
During the Financial Year 2024-25, the change in Issued, Subscribed and Paid up Capital of the Company are as follow;
| |
|
Face
|
|
Particulars
|
No. of
|
Value Per
|
|
Shares
|
Equity
Shares
|
| |
|
Issued, Subscribed and Paid-up Equity Share Capital
as on April 01, 2024
|
9,52,31,154
|
Rs. 10/-
|
|
Equity shares issued and allotted pursuant to preferential allotment to others
|
6,70,000
|
Rs. 10/-
|
|
Equity shares issued and allotted pursuant to preferential allotment to
promoters
|
39,55,062
|
Rs. 10/-
|
|
Equity shares converted from partly paid up to fully paid up
|
1,43,784
|
Rs. 5/-
|
|
Issued, Subscribed and Paid-up Equity Share Capital
as on March 31, 2025
|
10,00,00,000
|
Rs. 10/-
|
These shares rank pari passu with the existing Equity Shares of the Company, in all respects. The Company has not
issued any Equity Shares with differential rights, sweat equity shares or bonus shares during the year under review.
7. ANNUAL RETURN
Pursuant to Section 134(3) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2025 is available
on the Company's website at www.neccgroup.com.
8. BOARD OF DIRECTORS
Your Company has an appropriate mix of directors on its Board. As on March 31, 2025, the Board consist of 6 (Six)
Directors comprising of 2 (Two) Executive Directors, 1 (One) Non-Executive Non-Independent Director and 3 (Three) Non¬
Executive Independent Directors including 1 (One) Woman Independent Director in compliance with the applicable
provisions of the Act and the SEBI Listing Regulations. Your Directors are eminent individuals of diverse backgrounds with
skills, experience and expertise in various areas, the complete list of which has been provided in the Corporate
Governance Report forming part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Appointment/Reappointment/Cessation/Resignation of Directors:
There has been no change in the composition of Board of Directors, during the Financial Year 2024-25. The Directors, as
on March 31, 2025, are as under;
|
S. No.
|
Name
|
Designation
|
|
1.
|
Mr. Sunil Kumar Jain
|
Chairman & Managing Director
|
|
2.
|
Mr. Utkarsh Jain
|
Whole-Time Director
|
|
3.
|
Mr. Pratyaksh Jain
|
Non-Executive, Non Independent Director
|
|
4.
|
Mr. Ashutosh Kumar Dubey
|
Non-Executive, Independent Director
|
|
5.
|
Mr. Saurav Upadhyay
|
Non-Executive, Independent Director
|
|
6.
|
Mrs. Priya Singh
|
Non-Executive , Independent Director
|
B. Retirement by rotation and subsequent reappointment
As per the provisions of Section 152 of the Act, Mr. Sunil Kumar Jain is retiring by rotation and being eligible, offer himself
for re-appointment. A resolution seeking approval of the members for reappointment and his brief resume along with other
details as stipulated under the SEBI Listing Regulations, form part of the Notice of the Annual General Meeting (AGM).
C. Key Managerial Personnel (“KMP”)
As on March 31, 2025, the following are the Key Managerial Personnel (“KMPs”) of the Company as per Section 2(51) and
Section 203 of the Act. ;
|
S. No.
|
Name
|
Designation
|
|
1.
|
Mr. Sunil Kumar Jain
|
Chairman & Managing Director
|
|
2.
|
Mr. Utkarsh Jain
|
Whole-Time Director
|
|
3.
|
Mr. Chandan Singh
|
Chief Financial Officer
|
|
4.
|
Mr. Rakesh
|
Company Secretary & Compliance Officer
|
During the year under review, Mr. Shyam Lal Yadav, ceased form the office of Chief Financial Officer and Mrs. Mamta
Bisht, ceased from the office of Company Secretary & Compliance Officer of the Company w.e.f. September 30, 2024 and
October 30, 2024 respectively and in place of them Mr. Chandan Singh appointed as Chief Financial officer and Mr.
Rakesh appointed as Company Secretary & Compliance Officer of the Company w.e.f. October 30, 2024 and December
03, 2024, respectively.
INDEPENDENT DIRECTORS' DECLARATION
The Company has received necessary declarations from each Independent Director that they meet criteria of
independence as laid down under the provisions of Section 149 of the Act and Regulation 16 of the SEBI Listing
Regulations and necessary disclosures regarding Committee positions in other public companies have been made by the
Directors.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent
Directors of the Company and had no pecuniary relationship or transactions with the Company, apart from receiving sitting
fees. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.
The Board acknowledges the contribution made by the Independent Directors of the Company, with their integrity,
expertise and diverse experience, in the growth and development of the Company. In the opinion of the Board, all the
Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute and
they fulfill the conditions specified in the Act as well as the Rules made thereunder and SEBI Listing Regulations.
None of the Independent Directors of the Company is debarred from holding the office of Director by virtue of any SEBI
order or any other authority.
FAMILIARISATION PROGRAMME FOR DIRECTORS
Disclosure pertaining to familiarisation programmes for Directors is provided in the Corporate Governance Report forming
part of this Annual Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR APPOINTMENT OF DIRECTORS
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for appointment
and remuneration of Directors, Key Managerial Personnel and Senior Management. The Nomination and Remuneration
Policy, as approved by the Board of Directors, is available on the website of the Company and can be accessed through
the web link: https://www.neccgroup.com/POLICES-&-CODE/37 .The salient features of the policy are mentioned in the
Corporate Governance Report, which forms part of this Report.
9. DIRECTORS' RESPONSIBILTY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory, and secretarial auditors including the audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by the management and the relevant
Board Committees including the Audit Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and operating effectively during FY 2024-25.
Pursuant to Sub-section 5 of Section 134 of the Act, the Board of Directors, to the best of their knowledge and ability,
stated that;
i. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting
Standards have been followed along with proper explanation relating to material departures;
ii. 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 as
at March 31, 2025 and of the profit of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively; and
vi. the Directors have devised a proper system to ensure compliance with the provisions of all applicable laws and such
systems are adequate and are operating effectively.
10. BOARD AND COMMITTEES OF BOARD
BOARD
During the Financial Year 2024-25 The Board meets 12 (Twelve) time to consider and approve various matters. The
maximum gap between two Board Meetings was less than 120 days. The detail of meetings and attendance of the Board
of Directors are provided in the Corporate Governance Report forming part of this Annual Report.
BOARD'S COMMITTEES
The Board has established Committees as a matter of good corporate governance practices and as per the provisions of
the Companies Act 2013, the SEBI Listing Regulations and as per the requirement of the business of the Company. The
Board has following Board level committees;
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Right Issue Committee
The details with respect to the composition, terms of reference, number of meetings held, and business transacted by the
aforesaid Committees, are given in the Corporate Governance Report forming part of this Report.
Board and Committee meetings are scheduled in advance, enabling them to plan their schedules effectively and
participate meaningfully in discussions. Only in case of special and urgent business matters, if the need arises, by calling
the Board / Committee meetings at a shorter notice, in accordance with the applicable law. The agenda for the Board and
Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed
decision.
11. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, forming part of the Board's Report, as
stipulated under Regulation 34 (2)(e) read with Schedule V to the SEBI Listing Regulations, is attached and forms integral
part of this report.
12. CORPORATE GOVERNANCE
The Company, believe that good and effective Corporate Governance is critical to achieve corporate vision and mission of
the organization; it is more of an organizational culture than a mere adherence to rules and regulations. The Company has
established and maintained a strong ethical environment, overseen by Board of Directors, where 50% Directors are
Independent including one woman director. The Company's practices and policies reflect the true spirit of Corporate
Governance initiatives.
The Company is in compliance of all mandatory requirements of Corporate Governance as stipulated as per Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing
Regulations”). In terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a Report on Corporate
Governance along with Compliance Certificate confirming compliance of conditions of Corporate Governance during FY
2024-25 issued by the Practicing Company Secretaries, Mr. Ashish Kumar Friend (M/s A. K. Friends & Co.) is attached
and forms integral part of this Report (herein referred to “Corporate Governance Report”).
13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has place internal financial controls which are adequate and operating effectively. The Company has
adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the
Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The Company has appointed M/s Sanghi & Company, Chartered Accountant as Internal Auditor of the Company that
functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity. The remediation of
deficiencies as identified by the Internal Auditor has resulted in a robust framework for internal controls. M/s Nemani Garg
Agarwal & Co, Chartered Accountants, the Statutory Auditors of the Company, has audited the financial statements
included in the Annual Report and has issued an attestation report on Company's internal control over financial reporting.
14. CORPORATE SOCIAL RESPONSIBILITY
In line with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has
constitute the Corporate Social Responsibility Committee, undertakes CSR activities, projects & programs and prepared
Corporate Social Responsibility Policy.
The Company's “Corporate Social Responsibility Policy” is available on the website of the Company at website link
https://neccgroup. com:5000/pdf/CSR-Policy. pdf.
During the Financial Year 2024-25, The Company has undertaken CSR Activities towards promoting education of
children's and also provide support and guidance in promoting education in this regard Company contribute with NGO viz.
R K Rungta Charitable Trust, who are excelling in promoting education and developing infrastructure for education in rural
and urban areas.
The Annual Report on CSR activities in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
annexed as Annexure - I to the this Report.
15. AUDITORS
STATUTORY AUDITOR
Members in their 36th AGM had appointed M/s. Nemani Garg Agarwal & Co., Chartered Accountants, (Firm Registration
No. 010192N) as Statutory Auditors of the Company to hold office for a period of upto 5 (Five) years i.e. till the conclusion
of the 41st AGM of the Company to be held in the financial Year 2026. The Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company.
M/s Nemani Garg Agarwal & Co., Statutory Auditors has not reported any instances of frauds in their Report under Section
143(12) of the Act, on the Financial Statements of the Company for the Financial Year ended March 31, 2025 The
Auditors' Report for the financial year ended March 31, 2025 contains the following qualifications as made by the statutory
auditors:
1. The Company has not provided provision for doubtful debts.
2. The Company has not recognized right to use assets of leased property.
3. The Debit & credit balances are subject to confirmation.
Pursuant to the regulation 33(3) and 34 of the SEBI listing regulations a statement on Impact of Audit Qualifications is
annexed as Annexure - II and the response of the Management/Directors in respect thereof is given below:
1. The Company has not provided provision for doubtful debts since the debtors are fully realizable.
2. The Company has not recognized right to use assets of leased property since the lease are not long term lease.
3. Company is in process of getting confirmation from parties.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s A.K.
Friends & Co., (Prop. Mr. Ashish Kumar Friends) Practicing Company Secretaries (COP No.4056), New Delhi to undertake
the Secretarial Audit of the Company for the year ended March 31, 2025. The Secretarial Audit Report for the financial
year ended March 31, 2025 is annexed to this report as Annexure - III. The Secretarial Audit Report for the financial year
ended March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.
Further, Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the
Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit
Committee and the Board of Directors have approved the appointment and remuneration of M/s A. K. Friends & Co. (Mr.
Ashish Kumar Friends) Company Secretary in practicing (FCS No. 5219, Certificate of Practice No. 4056), as the
Secretarial Auditor of the Company for a term of five (5) consecutive years, effective from April 1, 2025 till March 31, 2030.
The Board has recommended his appointment for approval of the Members at the ensuing Annual General Meeting
(AGM). A brief profile and other relevant details of Mr. Ashish Kumar Friends are provided in the Notice convening the
ensuing Annual General Meeting (AGM). Mr. Ashish Kumar Friends has consented to act as the Secretarial Auditor of the
Company and confirmed that his appointment, if approved, would be within the limits prescribed under the Companies Act,
2013 and SEBI Listing Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial
Auditor under the applicable provisions of the Act, rules made thereunder, and SEBI Listing Regulations.
INTERNAL AUDITOR
Pursuant to Section 138 of the Act & rules made thereunder, M/s Sanghi & Company., Chartered Accountant (Firm
Registration No. 012619N), acts as Internal Auditor of the Company for the FY 2024-25. M/s Sanghi & Company has
reported their Internal Auditor Report for the FY 2024-25 to the Chairman of the Audit Committee.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
As the Company is engaged in the business of transportations and logistic services, included in the term 'Infrastructural
projects/ facilities' under Schedule VI to the Act, the provisions of Section 186 of the Act related to loans made, guarantees
given or securities provided are not applicable to the Company. However, for good corporate governance practice the
details of the same are provided in the Financial Statements.
17. RELATED PARTY TRANSACTIONS
The Company has a well-defined process of identification of related parties and transactions with related parties, its
approval and review process. The Policy on Materiality of Related Party Transactions and on dealing with Related Party
Transactions (RPTs), as approved by the Audit Committee and the Board of Directors, is placed on the Company's
website at the link: https://www.neccaroup. com/POLICES-&-CODE/37.
All contracts / arrangements /transactions entered by the Company with the related parties were in the ordinary course of
business and on arm's length basis were carried out with prior approval of the Audit Committee. All related party
transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval
of the Audit Committee was obtained for the transactions which were planned and/or repetitive in nature and omnibus
approvals were also taken as per the policy laid down for unforeseen transactions.
The Particulars of contract or arrangement entered into by the Company with related parties as per the provisions of
Section 188 of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 and Regulation 23 of
the Listing Regulations are disclosed in Form AOC - 2, annexed to this report as Annexure - IV.
Further, during the year, the Company had not entered into any contract(s)/ arrangement(s) / transaction(s) with the
related parties which could be considered material in accordance with the policy of the Company on materiality of related
party transactions.
18. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
There are no significant particulars relating to Conservation of Energy, technology absorption under Rule 8(3) of
Companies (Accounts) Rules, 2014 since your Company is not engaged in any manufacturing activity. No agreement has
been entered into for Technology absorption. However, the Company has made intensive use of technology in its
operation during the year under review.
19. PARTICULARS REGARDING EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT AND FOREIGN
EXCHANGE EARNINGS & OUTGO
The Company has not incurred any expenditure on Research & Development during the financial year 2024-25. Further,
the Company has no earning or outgo in Foreign exchange as per Rule 8(3) of Companies (Accounts) Rules, 2014.
20. RISK MANAGEMENT
Risk Management comprises all the organizational rules and actions for early identification of risks in the course of doing
business and the management of such risks.
The Company has a Risk Management Policy which outlines the manner in which the Company identifies, assesses,
monitors and manages risk. As the Company belongs to transportation and logistics Industry and in the opinion of the
Board, to mitigate and recover the risk involves in Material Handling, Motor Vehicle Accidents, Slips, Trips and Falls,
Competition, Cyber Risk and Financial Risk, the Company has adopted Risk Management Strategy which comprising of
Risk identification, Risk analysis, Risk evaluation, Risk treatment, Risk monitoring and review.
The Policy and Strategy is duly implemented and monitored in the Company. The Company has identified various risks
and has taken various steps to mitigate them.
The “Risk Management Policy” is available on the website of the Company at website link
https://neccgroup. com:5000/pdf/Risk-managment-Policv. pdf
21. PERFORMANCE EVALUATION
During the year, the Board has carried out an annual evaluation of its own performance, performance of the directors, as
well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee (NRC) has defined
the evaluation criteria, procedure and time schedule for the performance in accordance with the Act, SEBI Listing
Regulations and governance guidelines criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 05, 2017. The Chairman of the Committee also had interactions
with each of the Directors and sought their feedback and suggestions on the overall Board Effectiveness and Directors
performance.
A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the
Board who were evaluated on parameters such as guidance/ support to management outside Board/ Committee meetings,
degree off fulfillment of key responsibilities, effectiveness of meetings etc. The performance of Individual Directors were
reviewed by the Board and the NRC, with criteria such as preparedness, constructive contributions, and input in meetings.
Non- Independent Directors, the Board as a whole, and the Chairman of the Company were evaluated at a separate
meeting of Independent Directors. The evaluation results were discussed at the Board Meeting.
22. HUMAN RESOURCE MANAGEMENT
Employees are the backbone of the Company and it is regarded as one of the important resources for the success of the
Company. Over the years, the Company has strengthened its Human Resource's processes to ensure continual
development and growth of its employees.
The previous years of pandemic taught the Company successfully dealing with supply chain crisis, circumventing inflation,
managing hybrid work environment, and maintaining continuous business growth amid these disturbances. The Financial
Year 2024-25 was the year of transition of Human Resources (HR) function, from being a mere support function to a
strategic business partner, as the department redefined the work and the workforce to become an integral part of the
business.
Your Company has more than 230 branches across PAN India, Nepal and operational set ups into border areas of Bhutan
and Bangladesh and the total Manpower of the Company as on March 31, 2025 are 552 employees including 12 female
employees. In order to increase the professional culture and achieve originations goals the Company has introduced 116
new manpower in the Company during the financial year under review. However, 145 peoples have ceased the
organization due to retirement, resignation and personal reasons.
TRAINING AND HUMAN RESOURCE DEVELOPMENT
As a measure of capacity building including up-gradation of employees' skill and to ensure high delivery of performance,
training and HRD continued to receive priority during the financial year.
Training and Human Resource policy of the Company aims and sharpening business skills and competence required for
better employee performance and provides all possible opportunities and support to the employees to improve their
performance and productivity. Training was also provided to promote better understanding of professional requirements as
well as to aware employees towards socio-economic environment in which business of the Company is carried out.
REPRESENTATION OF WOMEN EMPLOYEES
As on March 31, 2025, the Company has 12 women employees, which represent 2.17% of the total work force. There is no
discrimination of employees on the basis of gender. An internal compliant committee has been constituted to look after the
welfare and provide protection against sexual harassment of women at workplace.
AWARDS AND RECOGNITION TO EMPLOYEES
In order to build the right organizational culture, the Company distributes various awards and recognition in terms of their
performance, capabilities, communication skills, coordination etc. on yearly basis. Though the Company is an equal
opportunity employer, special focus is given to employees for enhance their diversity and knowledge.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
In line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013,
every employer of a workplace shall constitute an “Internal Compliant Committee” for redressal of compliant(s) against
sexual harassment of women employees. The Company has about 12 women employees in various cadres including
permanent, contractual, temporary and trainees. The Internal Compliant Committee 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.
There was no complaint received during the financial year 2024-25 and hence no complaint is outstanding as on March 31,
2025 for redressed.
24. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules') are annexed herewith
as Annexure - V to this Report.
Since none of the employees of the Company is drawing a remuneration of more than Rs. 102 Lakhs per annum, if
employed throughout the Financial Year and Rs. 8.5 Lakhs per month, if employed for part of the Financial Year, the
provisions of Section 197(12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, relating thereto are not applicable. However, the list of top ten employees of the
Company (based on remuneration drawn during Financial Year 2024-25) is annexed herewith as Annexure - VI to this
Report.
25. MAINTENANCE OF COST RECORDS
The Central Government has not prescribed the maintenance of cost records for the products/services of the Company
under Companies (Cost Records and Audit) Rules, 2014, read with Companies (Cost Records and Audit) Amendment
Rules, 2014 prescribed by the Central Government under Section 148 of the Companies Act, 2013. Accordingly, Cost
Accounts and Records are not required to be maintained by the Company
26. POLICIES
The Company seeks to promote and follow the highest level of ethical standards in all business transactions guided by
Company's value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the corporate governance policies are available on the
Company's website i.e. www.neccgroup.com
27. WHISTLE BLOWER MECHANISM
Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for Directors and employees to report to the
management, instances of unethical, actual or suspected, fraud or violation of the Company's code of conduct or ethics
policy. The Ethics and Whistle Blower Policy provides for direct access to the Chairperson of the Audit Committee. The
policy is available on the Company's website and can be accessed at: https://neccaroup.com:5000/pdf/Viail-Mecchanism-
Policv.pdf
28. THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there is no application made/proceeding pending against the Company under the Insolvency
and Bankruptcy Code, 2016.
29. VALUATION AT THE TIME OF ONE TIME SETTLEMENT
During the year under review, the Company has not entered in any one time settlement with any of the Banks/Financial
Institutions and therefore, the relevant disclosures are not applicable to the Company.
30. STATUTORY DISCLOSURES
1. The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 during
the financial year 2024-25.
2. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern
status and Company's operations in future.
3. The Company maintains an adequate system of Internal Controls including suitable monitoring procedures, which
ensure accurate and timely financial reporting of various transactions, efficiency of operations and compliance with
statutory laws, regulations and Company policies. For more details, please refer to the “Management Discussion and
Analysis” annexed to this report.
4. The Company has not issued any stock options to the directors' or any employee of the Company.
5. The Company is compliant with the applicable Secretarial Standards (SS) issued by the Institute of Company
Secretaries of India.
6. The Business Responsibility and Sustainability Report (BRSR) are not applicable on the Company.
31. MATERIAL CHANGES AFFECTING THE COMPANY
RIGHT ISSUE OF THE COMPANY
Pursuant to the consent of the Board of Directors of the Company being accorded on July 05, 2022 for issuance of the
equity shares of the Company by way of a rights issue to the eligible equity shareholders of the Company, the Board of
Directors at its meeting held on Tuesday, May 16, 2023 has approved the terms and conditions for Rights Issue of up to
4,51,77,602 partly paid-up Equity Shares with face value of Rs. 10.00/- each ('Rights Shares') for cash at a price of Rs.
18.00/- ('Issue Price') per Right Shares including a premium of Rs.8.00/- per Rights Shares aggregating up to Rs.
8,131.97 Lakhs payable on Application Rs. 9.00/- and balance Rs. 9.00/- payable on First and Final call in the ratio of 9
(Nine) Equity Shares for every 10 (Ten) fully paid-up Equity Shares held by the Eligible Equity Shareholders of the
Company.
The Board of Directors at its meeting held on Wednesday, May 24, 2023 has fixed Friday, June 02, 2023 as the record
date for the purpose of determining the equity shareholders entitled to receive the rights entitlement in the Rights Issue.
The Offer period for the eligible securities commenced on Wednesday, June 14, 2023 and end on Tuesday, July 11,
2023. [both days inclusive].
On Monday, July 17, 2023, the Rights Issue Committee of the Company approved the allotment of 4,51,77,602 partly
paid-up equity shares to the successful Shareholders.
The Synopsis of the Right Issue are as follows:
|
i
|
Instrument
|
|
Partly-paid up equity shares
|
|
ii
|
Stock Exchanges
|
|
BSE Ltd & National Stock Exchange of India Limited
|
|
ii
|
Total no. of Rights Equity
shares proposed to be
issued
|
|
4,51,77,602 partly paid-up equity shares of face value of ? 10.00/- each
for cash at a price of ? 18.00/- per rights equity share amount aggregating
to ? 8131.97 Lakhs
|
|
iii
|
Issue Price
|
|
? 18.00/- per partly paid-up Equity Share On Application ? 9.00 per Equity
Share
|
|
iv
|
Record Date
|
|
Friday, June 02, 2023 for the purpose of determining the equity
shareholders entitled to receive the rights entitlement in the rights issue
[“Eligible Equity Shareholders”].
|
|
v
|
Rights entitlement ratio
|
|
Ratio of 9 Rights Equity Shares for Every 10 Fully Paid-Up Equity Share
held by the Eligible Equity Shareholders on the Record Date i.e. Friday,
June 02, 2023.
|
|
vi
|
Issue period
(a) Issue opening date
(b) Issue closing date
|
|
Wednesday, June 14, 2023
Tuesday, July 11, 2023
[both days inclusive]
|
|
vii
|
Lead Manager to the Issue
|
|
Capital Square Advisors Private Limited
|
|
viii
|
Registrar to the Issue
|
|
Purva Sharegistry (India) Private Limited
|
|
ix
|
Banker to the Issue
|
|
Kotak Mahindra Bank Limited
|
|
x
|
Gross subscription %
|
|
108.08%
|
|
xi
|
Date of Allotment
|
|
July 17, 2023
|
|
xii
|
Listing Approval from Stock
Exchanges
|
|
July 19, 2023
|
|
xiii
|
Trading Approval from
Stock Exchanges
|
|
July 21, 2023
|
#The Rights Issue Committee of the Company at its meetings extends the date of closure of Rights Issue from Tuesday,
June 27, 2023 to T uesday, July 11, 2023 in order to provide an extended window to the Eligible Equity Shareholders of the
Company to subscribe to the Rights Shares. The Company has successfully closed the right issue by July 2023 which was
oversubscribed by the shareholders.
Thereafter, the Board of Directors of the Company, at its meeting held on October 03, 2023, decided to make the First
and final call of ? 9.00/- per partly paid-up equity share (comprising ? 5.00/- towards face value and ? 4.00/- towards
premium)
|
i
|
Instrument
|
|
Partly-paid up equity shares
|
|
ii
|
Total no. of Rights Equity
shares issued
|
|
4,41,65,375 partly paid-up equity shares of face value of ? 5.00/- each
|
|
iii
|
Record Date
|
|
Monday, October 09, 2023
|
|
iv
|
Issue period
(a) Issue opening date
(b) Issue closing date
|
|
Wednesday, October 18, 2023
Wednesday, November 01, 2023
[both days inclusive]
|
|
v
|
Date of Allotment
|
|
November 03, 2023
|
|
vi
|
Listing Approval from Stock
Exchanges
|
|
November 07, 2023
|
|
vii
|
Trading Approval from
Stock Exchanges
|
|
November 09, 2023
|
#NSDL has rejected approval on 1,29,508 shares as they were already pledged, which has later released &
accordingly trading Approval on 1,29,508 shares has been received vide BSE & NSE letter dated 30.11.2023.
Thereafter, the Right Issue Committee, duly authorized by the Board of Directors of the Company, at its meeting held
on November 21, 2023, decided to make the 1st Reminder of First and Final call of ? 9.00/- per partly paid-up equity
share (comprising ? 5.00/- towards face value and ? 4.00/- towards premium)
|
i
|
Instrument
|
|
Partly-paid up equity shares
|
|
ii
|
Total no. of Rights Equity
shares issued
|
|
6,76,282partly paid-up equity shares of face value of ? 5.00/- each
|
|
iii
|
Issue period
(a) Issue opening date
(b) Issue closing date
|
|
Monday, November 27, 2023
Monday, December 11, 2023
[both days inclusive]
|
|
iv
|
Date of Allotment
|
|
December 14, 2023
|
|
v
|
Listing Approval from Stock
Exchanges
|
|
NSE December 15, 2023&
BSE December 18, 2023
|
|
vi
|
Trading Approval from
Stock Exchanges
|
|
December 26, 2023
|
#CDSL has rejected approval on 36 shares due to technical issue & accordingly trading Approval on 36 shares has
been received vide BSE & NSE letter dated 29.12.2023
Thereafter, the Right Issue Committee, duly authorized by the Board of Directors of the Company, at its meeting held
on January 03, 2024, decided to make the 2nd Reminder of First and Final Call of ? 9.00/- per partly paid-up equity
share (comprising ? 5.00/- towards face value and ? 4.00/- towards premium)
|
i
|
Instrument
|
|
Partly-paid up equity shares
|
|
ii
|
Total no. of Rights Equity
shares issued
|
|
1,79,135 partly paid-up equity shares of face value of ? 5.00/- each
|
|
iii
|
Issue period
(a) Issue opening date
(b) Issue closing date
|
|
Monday, January 08, 2024
Monday, January 08, 2024
[both days inclusive]
|
|
iv
|
Date of Allotment
|
|
January 31 , 2024
|
|
v
|
Listing Approval from Stock
Exchanges
|
|
NSE January 31 , 2024 &
BSE February 06, 2024
|
|
vi
|
Trading Approval from
Stock Exchanges
|
|
February 19, 2024
|
Thereafter, the Right Issue Committee, duly authorized by the Board of Directors of the Company, at its meeting held
on May 21, 2024, decided to make the 3rd Reminder of First and Final call of ? 9.00/- per partly paid-up equity share
(comprising ? 5.00/- towards face value and ? 4.00/- towards premium)
|
i
|
Instrument
|
|
Partly-paid up equity shares
|
|
ii
|
Total no. of Rights Equity
shares issued
|
|
53,635 partly paid-up equity shares of face value of ? 5.00/- each
|
|
iii
|
Issue period
(a) Issue opening date
(b) Issue closing date
|
|
Friday, May 24, 2024
Friday, June 07, 2024
[both days inclusive]
|
|
iv
|
Date of Allotment
|
|
August 05,2024
|
|
v
|
Listing Approval from Stock
Exchanges
|
|
NSE - August 09, 2024 &
BSE - September 09, 2024
|
|
vi
|
Trading Approval from
Stock Exchanges
|
|
December 06, 2024
|
Thereafter, the Right Issue Committee, duly authorized by the Board of Directors of the Company, at its meeting held
on January 31, 2025, decided to make the 4th Reminder of First and Final call of ? 9.00/- per partly paid-up equity
share (comprising ? 5.00/- towards face value and ? 4.00/- towards premium) has finally converted 90,149 partly paid
up shares into fully paid up shares.
|
i
|
Instrument
|
|
Partly-paid up equity shares
|
|
ii
|
Total no. of Rights Equity
shares issued
|
|
90,149 partly paid-up equity shares of face value of ? 5.00/- each
|
|
iii
|
Issue period
(a) Issue opening date
(b) Issue closing date
|
|
Monday, February 03, 2025
Monday, February 17, 2025
[both days inclusive]
|
|
iv
|
Date of Allotment
|
|
February 24,2025
|
|
v
|
Listing Approval from Stock
Exchanges
|
|
NSE - February 27, 2025 &
BSE - Awaiting for approval
|
|
vi
|
Trading Approval from
Stock Exchanges
|
|
-
|
The Company has successfully closed the Right Issue (Application as well as First and Final Call). However, the
trading of 90,149 fully paid up equity shares with Stock Exchanges are under process.
ALTERATION IN THE OBJECTS FOR UTILIZATION OF FUNDS - RIGHT ISSUE
The Board of Directors of the Company had on Wednesday, December 06, 2023, approved the alteration in the objects
for utilization of funds out of the net proceeds of the Rights Issue of Equity Shares of the Company and change in the
Objects of Issue as stated in the Letter of Offer dated May 24, 2023 by passing Special Resolution through Postal
Ballot on December 06, 2023. The new objects for Utilization of such net proceeds and fund utilized of proceeds from
right issue are detailed below:
|
„ Original Objects of the
Sr. Original Modified
Issue as per Letter of
No. Allocation Allocation
Offer / Modified Objects
|
Fund utilized
as on
July 31, 2025
|
Fund to be
utilized
|
|
„ Construction and
1. 6,447.00 2,105.00
Development of Warehouse
|
1,905.00
|
200.00
|
|
To invest in the shares of SG
2. Logistic Management Private - 846.25
Limited
|
846.25
|
-
|
|
Repayment of Unsecured
Loan obtained from the
3. promoter, for the Advance - 1,478.00
payment made for acquisition
of the Warehouse land
|
1,478.00
|
-
|
|
4. Repayment of Term Loans - 1,570.00
|
1,570.00
|
-
|
|
5. General Corporate Purpose 1,585.24 2,032.99
|
2,032.99
|
-
|
|
Total 8,032.24 8,032.24
|
7,832.24
|
200.00
|
*Assuming full receipt of First and Final Call Money with respect to Rights Shares in the Issue
** General Corporate Purpose is within the threshold limit i.e., 25% of the Gross proceeds amounts to Rs. 2032.99 lakhs,
out of which Rs. 1,585.24 lakhs has been utilized and the additional (remaining balance) of Rs.447.75 lakhs has been
allocated and will be utilized as per the revised objects
PREFERENTIAL ISSUE OF THE COMPANY
Pursuant to the consent and approval of the Board of Directors of the Company in its Board meeting held on February 14,
2024 reviewed and discussed the fund requirement and accordingly passed of Special Resolution by the Shareholders in
Extraordinary General Meeting held on March 08, 2024, to create, issue, offer and allot equity shares/ Share warrants on
preferential basis up to maximum of 46,25,062 Equity Shares of the Company of the face value of Rs. 10/- each (Rupees
Ten only) (“Equity Shares”) at a price of Rs. 32.05/- (Rupees Thirty Two and Five paisa Only) which includes a premium of
Rs. 22.05/- (Rupees Twenty two and Five paisa only) per Equity Share aggregating up to a maximum of Rs.
14,82,33,237.10 (Rupees Fourteen Crores Eighty Two Lakhs Thirty Three Thousand Two Hundred and Thirty Seven and
Ten paisa only) to Promoters and other non-promoter group person for cash consideration by way of preferential issue on
a private placement basis in accordance with Section 62 (1)(c) of the Companies Act, 2013 read with Rule 13 of the
Companies (Share Capital and Debenture) Rules, 2014 and Chapter V of the SEBI (ICDR) Regulations.
| |
Category of the
Proposed Allottee
|
Maximum No. of Equity
|
Maximum
|
|
Name of the Proposed Allottee
|
Shares proposed to be
allotted
|
Consideration
(In Rs.)
|
|
Mr. Sunil Kumar Jain
(Preferential Allotment through
Warrants)
|
Promoter
|
39,55,062
|
12,67,59,737
|
|
Mr. Hemant Kumar Aggarwal
(Preferential Allotment through
Equity shares)
|
Others
|
6,70,000
|
2,14,73,500
|
|
Total
|
|
46,25,062
|
14,82,33,237
|
The Company is undertaking an issue and allotment of certain Equity Shares/warrants, the proceeds of which will be
primarily used to meet the needs of the growing business of the Company, including working capital requirements for
pursuing growth plans, Repayment of Borrowings, and for General corporate purposes.
Thereafter, the consent and approval of the Board of Directors of the Company was accorded on April 04, 2024 to allot
equity shares and Share warrants on preferential basis of 46,25,062 Equity Shares of the Company of the face value of
Rs. 10/- each (Rupees Ten only) (“Equity Shares”) at a price of Rs. 32.05/- (Rupees Thirty Two and Five paisa Only) which
includes a premium of Rs. 22.05/- (Rupees Twenty two and Five paisa only) per Equity Share aggregating to Rs.
14,82,33,237.10 (Rupees Fourteen Crores Eighty Two Lakhs Thirty Three Thousand Two Hundred and Thirty Seven and
Ten paisa only) to above mentioned Promoter and other non-promoter group person for cash consideration by way of
preferential issue on a private placement basis:
|
i
|
Instrument
|
Preferential Allotment
|
|
ii
|
Total no. of Equity shares issued
|
Allotment of 6,70,000 Equity shares on preferential basis at a price of
Rs. 32.05/- (Rupees Thirty Two and Five paisa Only) which includes a
premium of Rs. 22.05/- (Rupees Twenty two and Five paisa only)
|
|
iii
|
Date of Allotment
|
April 04, 2024
|
|
iv
|
In- Principle Approval
|
BSE - March 21, 2024 and
NSE - March 21, 2024
|
|
v
|
Listing Approval from Stock
Exchanges
|
BSE - May 15, 2024 and
NSE - July 26, 2024
|
|
vi
|
Trading Approval from Stock
Exchanges
|
BSE - September 30, 2024 and
NSE - September 30, 2024
|
|
i
|
Instrument
|
Preferential Allotment
|
|
ii
|
Total no. of Share warrants
convertible into equity shares
issued
|
Allotment of 39,55,062 Share warrants convertible into equity
shares on preferential basis at a price of Rs. 32.05/- (Rupees Thirty
Two and Five paisa Only) which includes a premium of Rs. 22.05/-
(Rupees Twenty two and Five paisa only)
|
|
iii
|
Date of Allotment
(Share warrants convertible into
equity shares)
|
April 04, 2024
|
|
iv
|
In- Principle Approval
|
BSE - March 21, 2024
NSE - March 21, 2024
|
|
v
|
Date of Conversion of Share
warrants into Equity Shares
|
August 28, 2024
|
|
vi
|
Listing Approval from Stock
Exchanges
|
BSE - October 25, 2024
NSE - Awaiting for approval
|
|
vii
|
Trading Approval from Stock
Exchanges
|
-
|
The Company has successfully closed the Preferential Issues. However, the in-principal listing approvals of
39,55,062 Equity Shares are under process with NSE Ltd.
OBJECTS FOR UTILIZATION OF FUNDS - PREFERENTIAL ISSUES
The Company issue and allotted Equity Shares/warrants on preferential issue and the proceeds of which will be
primarily used to meet the needs of the growing business of the Company, including working capital requirements for
pursuing growth plans, Repayment of Borrowings, and for General corporate purposes. The details for Utilization of
such net proceeds and fund utilized of proceeds from preferential issues are detailed below:
|
Sr.
No.
|
Objects of the Issue as per
Letter of Offer
|
Original
Allocation
|
Fund Utilized
as on March 31, 2025
|
Fund To Be
Utilized
|
|
1.
|
Working capital requirement
|
107.00
|
107.00
|
-
|
|
2.
|
General Corporate Purposes
|
107.00
|
107.00
|
-
|
|
3.
|
Repayment of Borrowings
|
1268.00
|
1268.00
|
-
|
|
Total
|
1482.00
|
1482.00
|
-
|
32. ‘THINK GREEN, GO GREEN' INITIATIVE
The Companies Act, 2013 and The SEBI Listing Regulations permits companies to send documents like Notice of Annual
General Meeting, Annual Report and other documents through electronic means to its members at their registered email
addresses. As a responsible Corporate Citizen, the Company has actively supported the implementation of 'Green
Initiative' of the Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to
shareholders, whose email IDs are registered.
Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes
electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The Company will also be
conducting the AGM this year through Video Conferencing / Other Audio Visual Means. Members can refer to the detailed
instructions for e-voting and electronic participation in the AGM, as provided in the Notice of the AGM.
Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the
Registrar and Share Transfer Agent (R&TA) of the Company/Depository Participant (DP) of the respective member and
take part in the Green Initiative of the Company.
33. ACKNOWLEDGEMENT
The Board of Directors place on record their sincere appreciation for the continued support and goodwill of the esteemed
Shareholders, Bankers, Financial Institutions, Business partners and other Stakeholders. The Directors also thank to M/s
Nemani Garg Agarwal & Co, Statutory Auditor and M/s A. K. Friends & Co., Secretarial Auditor and other professionals for
their valued contribution. The Directors also sincerely appreciate and thank all the employees of the Company for their
valuable contribution and dedicated efforts in steering the Company to excellent performance for yet another year in
succession.
On Behalf of the Board of Director of
North Eastern Carrying Corporation Limited
Sd/-
Sunil Kumar Jain
Date : August 07, 2025 Chairman and Managing Director
Place : Delhi DIN: 00010695
|
