Dear Shareholders,
The Board of Directors takes immense pleasure, presenting the 10thAnnual Report on the performance of the company together with Audited Financial Statements of Accounts and the Auditors Report of your Company for the Financial Year ended on 31stMarch2023.
FINANCIAL HIGHLIGHTS:
The Company's financial performance for the year ended 31stMarch 2023 is summarized below:
Particulars
|
Standalone
|
Consolidated
|
31.03.2023
|
31.03.2022
|
j31.03.2023
|
31.03.2022
|
Sales/Income from Business operations (Gross)
|
4078.69
|
1916.18
|
4084.24
|
1923.62
|
Other Income
|
33.88
|
32.60
|
33.88
|
32.62
|
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense
|
1237.53
|
381.07
|
1237.98
|
381.91
|
Less: Depreciation/ Amortisation/ Impairment
|
362.96
|
178.38
|
362.96
|
178.38
|
Profit /loss before Finance Costs, Exceptional items and Tax Expense
|
874.57
|
202.69
|
875.02
|
203.53
|
Less: Finance Costs
|
1.04
|
5.44
|
1.04
|
5.45
|
Profit /loss before Exceptional items and Tax Expense
|
873.53
|
197.25
|
873.98
|
198.08
|
Add/(less): Exceptional items
|
-
|
-
|
-
|
-
|
Profit /loss before Tax Expense
|
873.53
|
197.25
|
873.98
|
198.08
|
Less: Tax Expense (Current & Deferred)
|
221.44
|
48.25
|
221.55
|
48.48
|
Profit /loss for the year (1)
|
652.09
|
149.00
|
652.43
|
149.60
|
Total Comprehensive Income/loss (2)
|
-
|
-
|
-
|
-
|
Total (1 2)
|
652.09
|
149.00
|
652.43
|
149.60
|
Balance of profit /loss for earlier years
|
367.12
|
218.12
|
372.60
|
223.00
|
Less: Transfer to Debenture Redemption Reserve
|
-
|
-
|
-
|
-
|
Less: Transfer to Reserves
|
652.08
|
149.00
|
652.43
|
149.60
|
Less: Dividend paid on Equity Shares
|
-
|
-
|
-
|
-
|
Less: Dividend paid on Preference Shares
|
-
|
-
|
-
|
-
|
Less: Dividend Distribution Tax
|
-
|
-
|
-
|
-
|
Balance carried forward
|
1019.20
|
367.12
|
1025.04
|
372.60
|
Earnings per share (Basic)
|
10.09
|
2.55
|
10.10
|
2.56
|
Earnings per share (Diluted)
|
10.09
|
2.55
|
10.10
|
2.56
|
STATE OF COMPANY'S AFFAIRS Business Operations
NPSTis a Fintech Company focusing on Digital Payment Solutions like UPI, IMPS, Mobile Banking & Wallets to Banks and Payment Companies. The Company operate as "NPCI Approved Merchant PSP" digitizing Merchant acquiring space under the brand name of "TimePay".
Currently the company is providing its services under two verticals i.e., Technology Service Provider (TSP) and Third-Party Payment Application provider (TPAP). We are also in the business of providing smart transaction and merchant management solution for micro, small and medium enterprise. Our Company is certified with ISO 9001:2015 for delivering Quality products, ISO 27001:2013 ensuring information security and CMMI Level 3 for software & mobile solutions platform process improvement.
Financial Performance
Our Company has generated revenue from its operations amounting to Rs.4078.69/- Lakhs in FY 2022-23as compared to Rs. 1916.18/- in FY 2021¬ 22. The total revenue year on year percentage has increased by 112.85%.
The net profits of the Company have also increased to Rs. 652.09/- from Rs. 149.00/- which has given year on year yield 337. 64%. Further the Directors are desirous of even better opportunities and favorable growth prospects in coming future.
TRANSFER TO RESERVES
The Board of Directors of the company has not transferred any amount to its General Reserve during the Financial Year 2022-23.
DIVIDEND
No Dividend has been declared by the company for the year ended March 31, 2023 with a futuristic approach to retain the earnings in the business for expansion from internal accrual for the growth of the company and strengthen the company's position in the market.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the company.
COST AUDIT
The provision of section 148 of The Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of The Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.
SHARE CAPITAL AND OTHER CHANGES
During the Financial Year 2022-23, the capital structure of the company is:
1. Authorized Share Capital
The Authorised Share Capital of the company is Rs. 75,000,000/-(Rupees Seven Crores Fifty Lakhs Only) divided into 7,500,000 (Seventy-Five Lakhs) Equity Shares of Rs. 10/- each.
2. Paid-up Share Capital
The Paid-up Share Capital of the company is Rs. 64,620,000/-(Rupees Six Crores Forty-Six Lakhs Twenty Thousand Only) divided into 6,462,000 (Sixty-Four Lakhs Sixty-Two Thousand Only) Equity Shares of Rs. 10/- each.
3. Preferential Issue
During the year, the Company has not increased its issued and paid-up Equity Share Capital by making any preferential issue of shares.
4. Right Issue
During the year, the company has not increased its issued and paid-up Equity Share Capital by making any right issue of shares.
5. Bonus Issue
During the Financial Year no shares were issued to existing shareholders as Bonus Shares under any Bonus Issue.
6. Issue of Equity Shares with Differential Rights
Company does not have Equity Shares with differential rights and have not issued any shares with differential rights during the financial year 2022-23.
7. Issue of Sweat Equity Shares
During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme.
8. Issue of Employee Stock Options
During the current reporting period, the Company introduced Khushiyowala ESOP - "NPST ESOP 2023" scheme with an intent to reward the Employees for association, dedication, and contribution to the goals of the Company. The Company progresses towards transition from an only owner/management group to an employee-owned management team all together.NPST puts a foot forward rewarding its employees via announcing NPST ESOP 2023Scheme, which got approved at the meeting of shareholders at the EGM held on 27thMarch 2023.
The Nomination and Remuneration Committee of the Board of Directors (NRC) of the Company, inter alia administers and monitors the NPST ESOP 2023 of the Company in accordance with applicable SEBI regulations.
The disclosure relating to the Scheme and other relevant details are posted in investor desk>notices & announcement section on the Company's website or link: https://www.npstx.com/investor-desk/notices- announcement/ .
No stock options were granted or vested during the year under report.The disclosure as required under Regulation 14 read of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed to this report as Annexure-I.
9. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees.
10. Splitting/Sub Division of shares
No splitting/ sub division of shares was done during the financial year 2022-23.
11. Further Issue of Shares Through Initial Public Offer and Listing of Shares
No further issue of shares has taken place in the current reporting period.
CHANGE IN THE NAME OF THE COMPANY
During the financial year, there has been no change in the name of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor Education and Protection fund (IEPF).
DEPOSITS
Company has complied with section 73 of The Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment. Hence the requirement of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not applicable.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Company does not have any Associate Company/ Joint Venture, however, has one Subsidiary namely "SSK Citizen Services Private Limited" in
which our company holds 99.80% as on 31/03/2023.
SSK Citizen Services Private Limited ("SSK")
? Corporate Information
SSK Citizen Services Private Limited was incorporated as a Private Limited Company under the provisions of The Companies Act, 2013 vide Certificate of Incorporation dated April 20, 2015 bearing Corporate Identification Number U72300MH2015PTC263632 issued by Registrar of Companies, Mumbai
? Registered Office
The Registered Office is situated at Off No. 427/428/429, A - Wing, NSIL, Lodha Supremus II,Road No. 22 Wagle I.E. Thane - 400604, Maharashtra, India.
? Main Objects of SSK
? To Undertake and carry on, whether in India or elsewhere, the business of, in or relating to and to offer or render consultancy, Software development and technology services, Mobile service and developments, technology based infrastructure and other services like Business process outsourcing across sectors and channels in or relating to the area of eGov, Power, Education, Financial Inclusion, Remittance, BFSI, Health, Financial, Government, Solar, Fast Moving Consumer goods (FMCG) Business, and Power (energy) along with distribution, information technology including computer hardware, systems integration, software and solutions, such as but without prejudice to the generality of the foregoing, telecom, datacom, system integration and networking, electronic media, ERP, e commerce, electronic communication and trading internet, intranet, client server technology, and web or internet related techniques, solutions or products, and to distribute and publish electronic information, product and services in all their branches and of any kind, nature and description, and further to establish, run and/ or manage, whether in India or abroad, data processing, data mining, data storage, data extraction and transcription centers.
? To provide sales, service, trading & distribution of all services and products and appointment of retails franchisee & distributors for delivery of all types of services & products.
? To carry on the business of soliciting or procuring insurance business as a corporate agent or Sub agent for general and life insurance companies and to receive commission or remuneration from the insurance business so procured.
? To provide training, skilling, content development & creation, program management, knowledge solutions, survey, study & analytics, event management, research, recruitment and HR related services, providing and taking personnel/ consultants/ human resources to/from other organizations, Institution etc.
? To issue, implement, undertake, assist, facilitate, offer, distribute or otherwise promote, undertake any value added services schemes and projects including but not limited to issue a mobile or any pre - paid cash wallet, prepaid card and or cash card to consumers, retailer & distributors and setting up a payment and settlement systems, support a bank in issuing "card present", credit and debit cards on phone, or direct debit facility on mobile phone, to provide informational and transactional facilities and solutions to consumers, retailers & distributors for making payment for all goods and services, carry on any services and sales in India or abroad.
? Capital Structure and Shareholding Pattern of SSK
The authorized share capital of SSK is Rs. 500,000/-divided into 50,000 equity shares of Rs. 10/- each. It's issued, subscribed and the paid - up equity share capital is Rs. 1,00,000/- divided into 10,000 equity shares of Rs. 10/- each. The shareholding pattern of SSK as on 31/03/2023 is as mentioned below:
S.No. Name of Shareholder
|
No. of Equity Shares
|
%
|
1. Network People Services
|
|
|
Technologies Limited
|
9,980
|
99.80%
|
2. Ashish Aggarwal
|
10
|
0.10%
|
3. Deepak Chand Thakur
|
10
|
0.10%
|
Grand Total
|
10,000
|
100.00%
|
? Board of Directors of SSK
Boards of Directors of SSK as on 31/03/2023:
? Deepak Chand Thakur
? Ashish Aggarwal
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The statement containing the salient features of the financial statement of the Company's Subsidiary namely SSK Citizen Services Private Limited ("SSK") is mentioned in AOC-1 annexed to this report as Annexure-II.
REGISTRAR & SHARE TRANSFER AGENTS
The Company has appointed M/sLink Intime India Private Limited as its Registrar & Share Transfer Agent.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Allcontracts/arrangements/transactions that were entered into by the Company during the Financial Year were in Ordinary Course of the Business and on Arm's Length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of The Companies Act, 2013 is disclosed in Form AOC-2 in Annexure-III is annexed to this report.
There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement is disclosed in the financials.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Following are the changes in directors and KMP of our Company during the F.Y. 2022-23:
DIN/PAN
|
Name
|
Date of event
|
Nature of event
|
Reason
|
ATM PA6786C FMRPS3181 N
|
Shreya Agarwal Manali Rushang Ved
|
14/11/2022
14/11/2022
|
Resignation
Appointment
|
Personal reason
Appointed as CS & Compliance Officer (KMP)
|
Mr. Apurva Chamaria (DIN: 07408982) was appointed as Additional Director under Non-Executive category on the board of the company w.e.f. June 2, 2023. His tenure will expire at the ensuing Annual General Meeting. The board of directors has recommended his appointment as Director of the company to the members in the ensuing AGM.
Further, Mrs. Renu Shyam Sunder Vashist, Non-Executive Director (DIN: 08845912) have tendered her resignation w.e.f. 23.08.2023 & Mr. Rajiv Kuma Aggarwal, Independent Director (DIN: 01784236) have tendered his resignation w.e.f. 24.08.2023
V Composition Of Board of Directors:
During the F.Y. 2022-23, our Company comprises of Six (6) directors on our Board including Two (2) Executive Directors and Four (4) Non-Executive Directors out of which Two (2) are Independent Directors. Our Board also has One (1) Women director.
The Board structure of the Company comprises of following Directors and KMP as on 31/03/2023.
DIN/PAN
|
Name
|
Designation
|
06713945
|
Deepak Chand Thakur
|
Chairman & Managing Director
|
06986812
|
Ashish Aggarwal
|
Joint Managing Director
|
08845912
|
Renu Shyam Sunder Vashist
|
Non-Executive Director
|
02695010
|
Gaurav Chowdhry
|
Nominee Director
|
01784236
|
Rajiv Kumar Aggarwal
|
Independent Director
|
00288274
|
Abhishek Mishra
|
Independent Director
|
ADXPN1812F
|
Inder Kumar Naugi
|
CFO (KMP)
|
FMRPS3181 N
|
Manali Rushang Ved
|
CS & Compliance Officer (KMP)
|
None of the Directors on the Board of the Company as stated above for the Financial Year ended 31stMarch, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority. The certificate for non-disqualification is attached as Annexure-IV
V Directors Liable To Retire By Rotation And Be Eligible To Get Re-Appointed
Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Gaurav Chowdhry (DIN: 02695010), got appointed as Nominee Director (Non-ExecutiveCategory) on the board w.e.f27thApril, 2021, is liable to get retire by rotation at the ensuing 10thAGM, and being eligible to get re-appointed as Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.
V Independent Directors
Mr. Rajiv Kumar Aggarwal and Mr. Abhishek Mishra were appointed as Independent Non-executive Directors on Board for a term of 5 (five) consecutive years, in the Extra-Ordinary General meeting held on 20/10/2020.
V Managing Director, CFO and CS
Mr. Deepak Chand Thakur was appointed as Managing Director and Mr. Ashish Aggarwal was appointed as Joint Managing Director of the Company with effect from 20/10/2020 for a term of five years and has been handling the management of the company utmost efficiency.
Mr. Inder Kumar Naugaiwas appointed as the Chief Financial Officer (CFO) of the company w.e.f26/08/2020 as per the provisions of The Companies Act 2013.He handles finance and accounts of the company.
Mrs. Shreya Agarwal, M.No.A59432has resigned from the post of Company Secretary cum Compliance Officer of the company w.e.f. 14/11/2022.
Mrs. Manali Rushang Ved, M.No: A62091 has been appointed as Company Secretary cum Compliance Officer of the company with effect from 14/11/2022.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The confirmations were placed before and noted by the Board.
MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and take a view on the Company's policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.
During the year, the Board meetings were held on the following dates as mentioned in the table:
Sr. No.
|
Date of Meeting
|
Board Strength
|
No. of
Directors Present
|
1
|
21/05/2022
|
6
|
5
|
2
|
30/05/2022
|
6
|
5
|
3
|
15/07/2022
|
6
|
5
|
4
|
29/08/2022
|
6
|
5
|
5
|
13/09/2022
|
6
|
5
|
6
|
07/10/2022
|
6
|
5
|
7
|
14/11/2022
|
6
|
5
|
8
|
15/11/2022
|
6
|
5
|
9
|
09/01/2023
|
6
|
5
|
10
|
06/02/2023
|
6
|
6
|
11
|
14/02/2023
|
6
|
5
|
12
|
22/02/2023
|
6
|
5
|
13
|
28/03/2023
|
6
|
5
|
MEETINGS OF INDEPENDENT DIRECTORS
In Compliance with the Companies Act, 2013 and Secretarial Standardsissued by Council of ICSI, the Independent Directors of the Company are required to hold at least one meeting in a calendar year without the attendance of Non-Independent Directors and Members of Management. Such meeting of Independent Directors of the Company was held on 11/11/2022.
Independent Directors Meeting considered the performance of Non-Independent Directors and Board as whole, reviewed the performance of Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.
Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programmes by Chairman, Managing Director and Senior Management.
All Independent Directors were present at the meetings of Independent Directors held on 11/11/2022.
Name of the Member
|
Position
|
Status
|
Mr.Abhishek Mishra
|
Chairman
|
Non-Executive Independent Director
|
Mr. Rajiv Kumar Agarwal
|
Member
|
Non-Executive Independent Director
|
DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION
The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non¬ executive directors and executive directors.
The Company's Nomination & Remuneration policy which includes the Director's appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is attached as Annexure-V to this Report and the same is also available on the website of the Company at the link https://www.npstx.com/investor-desk/policies/
COMMITTEES OF THE BOARD
The Board of Directors has constituted three Committees, viz.;
? Audit Committee
? Nomination and Remuneration Committee
? Stakeholders' Relationship Committee
Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Annexure-VI.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(C) of The Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors confirm that:
a) In the preparation of the annual accounts for the year ended March 31,2023, the applicable accounting standards had been followed along with proper explanation relating to material departures and there are no material departures from the same;
b) The Directors had 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 31,2023 and of the profit and loss of the Company for that period;
c) The Directors had 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;
d) The Directors had prepared the annual accounts on a 'going concern' basis;
e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis on matters related to the business performance is given as a separate section in the Board Report as Annexure-VII.
AUDITORS OF THE COMPANY
? Statutory Auditors
M/s Keyur Shah & Co.,Chartered Accountants, Ahmedabad (Firm Registration No.:141173W),were
appointed as Statutory Auditor of the Company, in the 7th (Seventh) Annual General Meeting held on 24/12/2020 to hold office for a term of five years till the conclusion of 12th (Twelfth) Annual General Meeting to be held in the year 2025.They have confirmed their eligibility to the effect that their re¬ appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.
As required under the provisions of Section 139 of The Companies Act, 2013, the company has obtained a written consent and certificate from the abovementioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of Section 141 of The Companies Act, 2013.
Therefore, being eligible, the Board of Directors has appointed M/s Keyur Shah & Co. as Statutory Auditors.
Further, in accordance with the Companies Amendment Act, 2017, enforced on 7thMay, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.
? Secretarial Auditor
Pursuant to provision of Section 204 of The Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re¬ enactments) thereof, for the time being in force), the Board of Directors had appointed Mrs. Kala Agarwal, Company Secretary in Practice, Mumbai (Mem. No.: 5976) as a Secretarial Auditor to conduct Secretarial Audit for the financial year 2022-23 in the meeting of the board of directors held on August 29, 2022.
The Secretarial Audit Report for the financial year ended March 31,2023 is annexed to this Reportas Annexure-VIII.
? Internal Auditor
Pursuant to the provisions of Section 138 of The Companies Act, 2013 & the rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the board of directors in their meeting held on 23/04/2021 had appointed M/s RVA & Associates LLP, Chartered Accountant, Mumbai (M.No.:115003W), as Internal Auditors to conduct Internal Audit for the financial year 2021-22 and 2022-23.
CORPORATE SOCIAL RESPONSIBILITY
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations, adverse remarks or disclaimers made by Statutory Auditors of the Company in their Audit Report.
However, the following are the explanation in response to the adverse remark made by the Practicing Company Secretary in the Secretarial audit report:
The Board of Directors of the company confirms that the provisions of Section 135(1) of The Company Act, 2013 is not applicable to the company for the Financial Year 2022-23.
RISK MANAGEMENT POLICY
The company operates in conditions where economic; environment and social risk are inherent to its businesses. In managing risk, it is the Company's practice to take advantage of potential opportunities while managing potential adverse effects. As per the requirement of Section 134(3)(n) of The Companies Act, 2013 read with the rules made there under, if any, Board has framed a very comprehensive Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the Company, which in the opinion of the Board may threaten the existence of the Company. The objective of the policy is to make an effective risk management system to ensure the long-term viability of the Company's business operations.
Further, during the current reporting period, the board does not identify any elements of risk of such magnitude which may threaten the existence of the company.
Although the Company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the Company the process for the mitigation of the risk is defined under the risk management policy of the company which are available for the access on our website https://www.npstx.com/investor-desk/policies/
INTERNAL FINANCIAL CONTROLS
The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The Company introduced Khushiyowala ESOP - "NPST ESOP 2023" scheme as approved by the members of the company at the extra ordinary general meeting held on March 27, 2023 with an intent to reward the Employees for association, dedication, and contribution to the goals of the Company.
The Nomination and Remuneration Committee of the Board of Directors (NRC) of the Company, inter alia administers and monitors the NPST ESOP 2023 of the Company in accordance with applicable SEBI regulations.
Further the Committee has approved the grant of 55900 (Fifty Five Thousand Nine Hundred) options in the meeting held on July 6, 2023 and 10000 (Ten Thousand) options in the meeting held on August 23, 2023 at the exercise price of Rs. 10/- (Rupees ten only) to the eligible employees of the company
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the F.Y. 2022-23, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
CORPORATE GOVERNANCE
The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company but the Company adheres to good corporate practices at all times.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of The Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31,2023, will be available on the website of the Company at https://www.npstx.com/investor-desk/annual-return/ it is filed with the Registrar of Companies and thereafter the same can be viewed by the members and stakeholders.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Company has not given any loan, guarantee or provided security in connection with a loan and had not made any investment under the Section 186 of The Companies Act, 2013 during the F.Y. 2022-23.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
Pursuant to the amendments in Section 197 (12) of The Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-IX.
Apart from that, there are no employees in the company whose particulars are required to be disclosed in accordance with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the report.
DISCLOSURE FOR AMOUNTS RECEIVED FROM DIRECTORS AND RELATIVES OF DIRECTORS
During the F.Y. 2022-23, the Company has not received/ borrowed any amount from its directors or their Relatives.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes that its employees are its principal assets and that its continued growth is dependent uponthe ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However, aspirations of employees in Company remain to be high. This is a challenge as only growth can fulfill these aspirations and in today's market scenarios one has to perform extraordinarily to achieve growth.
The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company's commitment extends to its neighboring communities to improve their educational, cultural, economic and social well-being.
Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.
VIGIL MECHANISM & WHISTLE BLOWER
The company has established a Whistle Blower Policy which also incorporates a Vigil Mechanism in terms of the SEBI (LODR) Regulations, 2015 for directors and employees commensurate to the size and the business of the company to promote ethical behaviors, actual or suspected fraud or violation of our code of conduct and ethics. Under the said mechanism, the employees are free to report violations of applicable laws and regulations and the code of conduct. It also provides for adequate safeguards against the victimization of persons who use such mechanism.
The Whistle Blower Policy of the Company is also available on the website of the company at the link https://www.npstx.com/investor-desk/policies/
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of The Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are attached as Annexure-X to this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Our Company is an equal opportunity provider and believes in providing opportunity and key positions to women professionals. At the same time, it has been an Endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.
The Company has zero tolerance towards sexual harassment of Women at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of Women at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under. The policy is also available on the website of the company at the link https://www.npstx.com/investor-desk/policies/
The Company has complied with the provisions relatingto the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.
The following is a summary of sexual harassment complaints received and disposed off during the year:
a) Number of complaints pending at the beginning of the year: NIL
b) Number of complaints received during the year: NIL
c) Number of complaints disposed off during the year: NIL
d) Number of cases pending at the end of the year: NIL
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's shares.
The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website https://www.npstx.com/investor-desk/policies/
INVESTOR GRIEVANCE REDRESSAL
The Company firmly believe that maintaining transparent and effective communication with our shareholders is crucial for fostering trust and long-term partnerships. We recognize the significance of promptly addressing any concerns or grievances raised by our valued investors. Our dedicated Investor Grievance Redressal Mechanism ensures that every grievance is handled with the utmost care and resolved in a fair and transparent manner. There were zero complaints registered for the current reporting period.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
GENERAL
The overview of the industry and important changes in the industry during the last year is mentioned on page no. [16] of the annual report.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
All the material changes, commitments affecting the financial position of your Company between the end of financial year (March 31, 2023) and the date of report (24.08.2023) has been mentioned in the board report.
CFO CERTIFICATION
The company has obtained Compliance Certificate from Mr. Inder Kumar Naugi, Chief Financial Officer of the company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2022-23 attached as Annexure-XI to this Report.
ACKNOWLEDGEMENT
Your directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.
For and on behalf of the Board of Directors Network People Services Technologies Limited
Sd/-
Deepak Chand Thakur
Date: 24.08.2023 Chairman and Managing Director
Place: Thane DIN: 06713945
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