Nagpur Power & Industries Ltd Directors Report

To

The Members,

Nagpur Power and Industries Limited

Your Directors take pleasure in presenting the 28^th (Twenty Eight) Annual Report of Nagpur Power and Industries Limited along with the summary of Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2024 is summarized below:

	Standalone	Consolidated
Particulars	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations and Other Income	0.00	0.00	4,66,007.58	4,38,334.68
Other Income (Net of Excise Duty)	35,859.18	11,045.88	38,389.08	11,077.00
Total Income / Revenue	35,859.18	11,045.88	5,04,396.66	4,49,411.68
Profit/ (Loss) before Interest, Depreciation & Tax	129.25	(12,721.53)	41,159.50	8,184.11
Less: Interest	72.26	84.68	18,750.51	14,690.97
Profit before Depreciation & Tax	56.99	(12,806.21)	22,408.99	(6,506.86)
Less: Depreciation	586.06	803.16	28,740.15	29,632.52
Profit/ (Loss) before Taxation	(529.07)	(13,609.37)	(6,331.15)	(36,139.38)
Less: Current Tax / (MAT)	-	780.00	-	780.00
Deferred Tax and adjustments prior year	-	-	-	59.51
Excess Provision for Income Tax / MAT Earlier Year	-	-	-	293.88
Profit/ (Loss) after tax for the year	(529.07)	(14,389.37)	(6,331.15)	(37,272.77)
Total other comprehensive income (net of tax)	11,689.35	2,558.48	8,195.37	1,252.98
Total comprehensive income for the year	11,160.27	(11,830.89)	1,864.22	(36,019.79)

* Figures as per Ind AS for both the years.

2. STATE OF COMPANYS AFFAIRS:

STANDALONE:

The Company has posted a zero revenue from operations for the current year (F.Y. 2023-24). The Loss during the F.Y. 2023-24 was at INR 5.290 Lakhs as compared to Loss of INR 143.89 Lakhs in F.Y. 2022-23 translating to Basic Earnings Per Share at INR (0.04) for the F.Y. 2023-24 as against INR (1.10) in F.Y. 2022-23.

CONSOLIDATED:

Operational revenue was at INR 4,660.07 Lakhs during the F.Y. 2023-24 as compared to INR 4,383.35 Lakhs in F.Y. 2022-23. The Loss during the F.Y. 2023-24 was at INR 63.31 lakhs as compared to loss of INR 372.72 lakhs in F.Y. 2022-23 translating to Basic Earnings Per Share at INR (0.43) for the F.Y. 2023-24 as against INR (2.78) in F.Y. 2022-23.

3. DIVIDEND:

In view of the losses incurred and in order to conserve capital for future investment plan, the Board of Directors does not recommend any dividend for the financial year 2023-24.

4. TRANSFER TO RESERVES:

In view of the loss, no amount was required to be transferred to the reserves.

5. SHARE CAPITAL:

During the year, the Company has not issued shares with differential voting rights, nor has granted any stock options or sweats equity, no bonus shares were issued by the Company. There was no provision made by the Company for purchase of its own shares by employee or by the trustee. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

During the year, there was no change in the Share Capital of the Company. As on March 31, 2024, the issued, subscribed and paid up share capital of your Company stood at INR 13,09,55,070/ - comprising 1,30,95,507 Equity shares of INR 10/- each.

6. CHANGE IN NATURE OF BUSINESS:

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

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which this report relates and the date of the report except as otherwise mentioned in this director report, if any.

There had been no changes in the nature of Companys business. To the best of information and assessment there has been no material changes occurred during the financial year, generally in the classes of business in which the Company has an interest except as otherwise mentioned in this director report, if any.

8. DEPOSITORY SYSTEM:

Your Companys equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2024, 90.71% equity shares of the Company were held in dematerialised form and balance 9.29% were held in physical form. M/s Link Intime India Pvt. Ltd. is the Registrar and Share Transfer Agent (RTA) of the Company.

9. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at https:/ / www.nagpurpowerind.com/investors/corporate-governance/.

10. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met seven (7) times on May 30, 2023, August 11, 2023, September 13, 2023, October 10, 2023, November 02, 2023, February 09, 2024, March 07, 2024. The details of attendance of Directors at the Board Meetings during the financial year 2023-24 are given in the Corporate Governance Report which forms part of the Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company is well supported by the knowledge and experience of its Directors and Key Managerial Personnel.

In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies Act, Mr. Gautam Khandelwal (DIN: 00270717) will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The resolution seeking Members approval for his re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended his appointment at the ensuing AGM.

During the financial year 2023-24 Ms. Nidhi Salampuria tendered her resignation as Company Secretary of the Company w.e.f. August 31, 2023. Ms. Nidhi Salampuria continues as the NonExecutive Director on the board of the Company.

During the financial year 2023-24, the Board of Directors, upon recommendation of the Nomination and Remuneration Committee appointed Mr. Praveen Bhati as the Company Secretary and Compliance Officer of the Company w.e.f. March 07, 2024.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as directors of the Companies.

Sr. Name of the person No.	Designation	Date of Appointment
1 Mr. Gautam Khandelwal	Executive Chairman and Whole Time Director	01/07/2009
2 Mr. Santosh Khandelwal	Chief Financial Officer	30/09/2014
3 Mr. Praveen Bhati	Company Secretary& Compliance Officer	07/03/2024

12. DECLARATION INDEPENDENCE:

The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in these regulations and are independent of the management. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, the independent directors possess the requisite qualifications, experience and expertise (including proficiency) and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company has received confirmation from the Independent Directors regarding their registration in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs.

13. FAMILIARIZATION PROGRAM:

The Company conducts familiarization programs for Independent Directors to enable them to understand their roles, rights and responsibilities. Operational updates are provided for them to have a good understanding of Companys operations, businesses and the industry as a whole. They are periodically updated on material changes in regulatory framework, changes in laws and its impact on the Company.

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared as per the requirement of the act which included various aspects of Boards and Committees functioning, Composition of the Board and its Committees, functioning of Individual Directors. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices and the fulfilment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non - Executive Directors. The Board expressed their satisfaction with the evaluation process.

15. NOMINATION AND REMUNERATION POLICY:

The policy of the Company on appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of Directors, Key Managerial Personnel and Senior Management and other matters provided under of Section 178 (3) of the Companies Act, 2013 is adopted by the Board and may be accessed on Companys website at the link: https:/ / www.nagpurpowerind.com/investors/corporate-governance/.

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

16. LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided by the Company during the financial year under review form parts of the notes to the financial statements provided in this Annual Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Disclosures pertaining to conservation of energy, technology absorption are not applicable to the Company during the year under Review.

The Company has not undertaken any R&D activity in the current year.

The Company has not imported any technology during the year.

There was no inflow or outflow of foreign exchange during financial year 2023-24 and 2022-23.

18. RISK MANAGEMENT

The Company is aware of the risks associated with the business. The Senior Management regularly analyses and takes corrective actions for managing / mitigating the same. In terms of the requirement of the Act, the Company has authorized Senior Management to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Companies strategic objectives. The Senior Management periodically informs the board on various issues along with its recommendations and comments for Boards review and necessary action.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

20. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has One Subsidiary Company "The Motwane Manufacturing Company Private Limited". The Company does not have Joint Ventures/Associate Companies. During the year no Company has become or ceased to be subsidiary or associate of the Company.

21. PERFORMANCE OF SUBSIDIARY:

The Motwane Manufacturing Company Private Limited, Subsidiary of the Company generated a revenue from operations of INR 4660.08 Lakhs during the year under review. The loss during the F.Y. 2023-24 was at INR 58.02 Lakhs.

22. CONSOLIDATED FINANCIAL STATEMENTS:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards and forms part of the Annual Report. A statement containing the salient features of the Financial Statements of "The Motwane Manufacturing Company Private Limited", Subsidiary of the Company as per Rule 5 of the Companies (Accounts) Rules, 2014, is provided in the prescribed Form AOC-1 which is annexed as "Annexure A".

23. DEPOSITS:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, the Company has not accepted any public deposits during the year under review.

24. RELATED PARTY TRANSACTIONS:

All related party transactions are placed before the Audit Committee for review and approval.

In terms of Regulation 23 of SEBI LODR Regulations, the Company had obtained the approval of the members of the Company by ordinary resolution at the 27th Annual General Meeting (AGM) held on December 22, 2023, for entering into material related party transactions. Accordingly, the details of the material related party transactions entered into during the year have been reported in Form AOC-2, which is given as "Annexure B" to this Report.

The attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 32) forming part of the standalone financial statements.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company website and can be accessed at the Web link: https://www.nagpurpowerind.com/investors/corporate-governance/

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

26. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 as on March 31, 2024.

27. INTERNAL FINANCIAL CONTROLS:

The Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The internal controls over financial reporting have been identified by the management and are checked for effectiveness by the management and tested by the Auditors on a sample basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit Committee periodically.

28. AUDIT COMMITTEE OF THE COMPANY:

The Audit Committee comprises of 4 (four) Directors, viz. Mr. Nimis Sheth (Chairperson), Mr. Virat Mehta, Mr. Gautam Khandelwal and Mr. Shyam Kanbargi. The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations. The details of the role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the members at such meetings are given in the report on Corporate Governance, which forms part of the Annual report. During the Financial Year under review, the recommendations made by the Audit Committee were accepted by the Board.

29. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to report genuine concerns about any unethical behavior, actual or suspected fraud or violations of the Companys code of conduct. The provisions of this policy are in line with the provisions of Section 177 (9) of the Act. The policy can be accessed on the Companys website at following link

30. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT AND NOTES TO FINANCIAL STATEMENTS

M/ s. Parekh Sharma and Associates, Chartered Accountants (Firm Registration No. 129301W) were re-appointed as the Statutory Auditors of the Company to hold office for a second term of 5 (Five) consecutive years commencing from conclusion of the 26^th Annual General Meeting (AGM) held on September 23, 2022 until the conclusion of the 31st Annual General Meeting of the Company to be held in the year 2027 as per the provisions of Section 139 of the Companies Act, 2013.

The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. For the financial year 2023-24, the total fees paid by the Company to the Auditors for all the services provided by them was INR 4,75,000/- (Indian Rupees Four Lacs Seventy-Five Thousand Only).

The report issued by M/s. Parekh Sharma and Associates on the financial statements of the Company for the financial year ended March 31, 2024 forms part of the Annual Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

31. INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013 and the rules made there under, M/s M. V. Ghelani & Co., Chartered Accountants (ICAI Firm Registration No. 119077W) are Internal Auditors of the Company. The audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning, periodicity and methodology for conducting the internal audit.

32. SECRETARIAL AUDIT REPORT:

The Board of the Company has appointed M/s. DSM & Associates, Practicing Company Secretaries Firm, to conduct the Secretarial Audit and their Report on Companys Secretarial Audit is appended to this Report as "Annexure C". There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. DSM & Associates, Company Secretary in practice, in their Secretarial Audit Report for the financial year 2023-24.

Pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a copy of the Secretarial Audit Report of The Motwane Manufacturing Company Private Limited (MMCPL), Unlisted Material Subsidiary of the Company for the financial year 2023-24 has been appended as "Annexure D" to this Report.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been submitted to the stock exchanges within 60 days of the end of the financial year.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS- 1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and adopted under the Companies Act.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee or to Central Government under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

35. COST RECORD:

Provisions of Section 148(1) of the Companies Act, 2013 for maintenance of cost records are not applicable to the Company.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended as "Annexure E" to this Report.

37. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India ("SEBI").

The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report as "Annexure F". A certificate from M/s. DSM & Associates, Company Secretaries in practice, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act, 2013 forms part of the Corporate Governance Report.

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

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of the Sexual Harassment of Women in the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH"). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contract, temporary, trainees) are covered under this policy. Following is a summary of Sexual Harassment Complaints received and disposed off during the year 2023-2024. The details required to be disclosed under POSH form part of the Corporate Governance Report.

No. of Complaint received	No. of Complaints disposed off	No. of Complaints pending
	nil	NIL
NIL

39. PARTICULARS OF EMPLOYEES:

In accordance with the requirements of Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures with respect to the remuneration of directors and employees has been appended as "Annexure G" to this Report.

40. BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT:

Our Company is not covered under top 1000 listed entities based on market capitalization, hence Business Responsibility and Sustainability Report is not applicable to the Company.

41. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year;

iii. They have taken proper and sufficient care to the best of their knowledge and ability, 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 annual accounts have been prepared on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

42. INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

No Independent Director was appointed during the Financial Year under review.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there were no instances of onetime settlement with any Bank or Financial Institution.

44. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any Shares lying in Demat Suspense Account or Unclaimed Suspense Account.

ACKNOWLEDGEMENTS:

Your Board of Directors wishes to place on record their appreciation for the whole-hearted cooperation received by the Company from the Shareholders, various Government departments, Business Associates, Company/s Bankers and all the employees during the year.