Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of NDA Securities Ltd.

Mar 31, 2025

Your Board of Directors has immense pleasure in presenting the 33rd Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2025. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in this Board Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

INFORMATION ON STATE OF THE COMPANY''S AFFAIRS

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

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

1. FINANCIAL STATEMENT
(Amount in ''Lacs'')
FINANCIAL METRIC	31.03.2025	31.03.2024
Revenue from Operations	625.04	572.83
Other Income	137.11	82.38
TOTAL INCOME	762.15	655.21
Total Expenditure (inclusive of interest & Depreciation)	592.04	561.00
Profit (loss) before Tax	170.11	94.21
Current Tax	(27.67)	(27.75)
Earlier Year Tax	-	0.48
Deferred Tax (Asset)	(17.14)	0.14
NET PROFIT (LOSS)	159.58	65.84
Other Comprehensive Income	0.13	4.33
NET PROFIT (LOSS) AFTER COMPREHENSIVE INCOME	159.70	70.17
Paid up Equity Capital	594.84	594.84
Reserves	686.01	526.31

2. DIVIDEND

The Directors do not recommend any dividend for the year.

3. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2025, the Company has only one Subsidiary Company i.e. M/s NDA Commodity Brokers Private Limited. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, our Company has prepared Consolidated Financial Statements of the Company which forms part of 33rd Annual Report. Further, a statement containing salient features of Financial Statements of the Subsidiary in the prescribed format AOC-1, pursuant to Section 129 (3) of the Companies Act, 2013, is annexed as Annexure-1 to this Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related information of the Company and the Audited Accounts of the Subsidiary are available on our website i.e. www. ndaindia.com. Further, NDA Securities limited, has entered into an agreement of acquiring the shares from shareholders of NDA Research and Technologies Private Limited and to maintain the company i.e., NDA research and Technologies Pvt. Ltd. as its wholly owned subsidiary company.

4. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves.

5. DIRECTORS RESPONSIBILITY 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 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 effective during the financial year 2024-25.

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

a. In the preparation of the annual accounts for

the year ended 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. They 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 at the end of the financial year ended 31st March, 2025 and of the profit of the company for the same period;

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

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

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

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

6. AUDIT OBSERVATIONS

Auditors'' observations are suitably explained in notes to the Accounts and are self- explanatory.

7. AUDITORS OF THE COMPANY i) Statutory Auditors:

The Members of the company had at their 30th Annual General Meeting held on 29th September, 2022, approved the appointment of M/s. J M and Associates (Firm Registration No.: 017544N) as the Statutory Auditor of the Company to hold office for a term of five years commencing from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting.

M/s. J M and Associates (FRN.: 011270N), have provided their consent and confirmed that they meet the eligibility criteria prescribed under section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and they are not disqualified to act as Statutory Auditors of the Company.

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed Mona Bansal & Associates (Membership No. 44163 & COP No.- 17676), as Secretarial Auditor of the Company for the FY 2024-25.

The Secretarial Audit Report for the Financial Year ended March 31,2025 is given in this Report as Annexure- A

M/s Ashutosh Gupta & Co., Chartered Accountants, is the Internal Auditor of the Company.

8. NUMBER OF BOARD MEETINGS

There were Six ( 6 ) meetings of the Board of Directors held during the financial year 2024-25 are as follows:

S.NO.	DATE OF MEETING	NAME OF DIRECTORS WHO ATTENDED THE MEETING
1.	29.05.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
2.	09.08.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
3.	16.08.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
4.	09.10.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
5.	13.11.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
6.	12.02.2025	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh

9. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013

Company has two Independent Directors namely Mr. Akshay Saxena and Ms. Naina Singh, appointed w.e.f.

01.04.2024 and have given their declarations that they meet the eligibility criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

10. BOARD EVALUATION

In line with the requirement of Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 26th March, 2025, wherein the performance of the non- independent directors was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee evaluated the effectiveness of its functioning and that of the Committees. The aspects covered in the evaluation included the contribution to and monitoring of

Corporate Governance practices, participation in the long- term strategic planning and fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

11. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

In accordance with the provisions of Regulation 25(7) and 46(2) of the Listing Regulations, the Company familiarizes its independent directors at regular intervals, with their roles and responsibilities and the business strategies of the Company. Apart from the aforementioned, the Company also updates the independent directors periodically with the recent changes in statutory provisions applicable on the Company and/or any change /addition in the business operations of the Company.

The details of training and familiarization program conducted during the year are provided on the website of the Company at www.ndaindia.com.

12. DEPOSITS

During the FY 2025-26, the Company did not accept any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

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

â¢ Mr. Gaurav Jindal - Managing Director

â¢ Mr. Arun Kumar Mistry - Chief Financial Officer

â¢ Ms. Shalini Chauhan - Company Secretary.

CHANGE IN DIRECTORS:

â¢ Mr. Gaurav Jindal (DIN: 06583133) was appointed as an Additional Director, designated as the Managing Director of the Company, in the Board Meeting held on 28.05.2025, subject to the approval of the shareholders and after obtaining necessary prior approvals from NSE and BSE.

â¢ Mr. Ram Gopal Jindal (DIN: 06583160) was appointed as an Additional Director (NonExecutive, Non-Independent) of the Company in the same Board Meeting held on 28.05.2025, subject to the approval of the shareholders and after obtaining necessary prior approvals from NSE and BSE.

â¢ Mr. Arvind Sharma was appointed as an Additional Director (Executive, Non-Independent) of the

Company with effect from 12.05.2025 pursuant to the authorization granted by the Board.

â¢ Mr. Deepak Khurana was appointed as an Additional Director (Executive, NonIndependent) of the Company with effect from

12.05.2025 pursuant to the authorization granted by the Board. He tendered his resignation dated

31.05.2025 from the post of Additional Director.

Change in Key Managerial Personnel

During the year, Mr. Gaurav Jindal was appointed as the Managing Director of the Company with effect from May 28, 2025, following the cessation of Mr. Sanjay

Agarwal from the said role. Therfore Mr. Gaurav Jindal has been appointed as the KMP of the company from 28.05.2025 in place of Mr. Sanjay Agarwal.

14. CHANGE IN SHARE CAPITAL

There is no change in the paid up equity share capital during the Financial Year 2024-25. Presently, Paid up capital of the company is 59,48,364 equity shares of face value ^10/- each.

15. SIGNIFICANT CHANGES OCCURRED AFTER TAKEOVER OF THE COMPANY AND THE END OF THE FINANCIAL YEAR 2024-25 TILL DATE

1. Completion of the Takeover and Change in Control of Management

The takeover of NDA Securities Limited has been successfully completed in accordance with all applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. All requisite approvals were duly obtained from the Stock Exchange, Depository Participants, and Clearing Corporations to facilitate the transaction.

This milestone was achieved pursuant to the Share Purchase Agreement dated 01st February 2024, which marked the formal initiation of the takeover process. Consequent to this acquisition, there has been a change in the control of the management of the Company.

2. Reclassification of Promoters And Public Shareholders

Pursuant to the takeover and in accordance with the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ram Gopal Jindal (Acquirer) and Mr. Gaurav Jindal (Person Acting in Concert) have been reclassified and recognized as Promoters and members of the Promoter Group of the Company.

Simultaneously, the erstwhile promoters of the Company have been reclassified from ''Promoter'' category to ''Public'' category, upon receipt of necessary approvals and in compliance with the applicable regulatory framework.

3. Margin Trading Facility (MTF):

Under the supervision of the new management, the Company has obtained the Margin Trading Facility (MTF) license from both the NSE and BSE stock exchanges to offer MTF services.

4. SEBI Market Maker facilities:

The Company has successfully applied for approval of SEBI Market Maker facilities from the National Stock Exchange (NSE), thereby enabling it to enhance liquidity and depth in the trading of designated securities.

5. Change of Corporate Office:

The Company has shifted its Corporate Office from E-157, Second Floor, kalkaji, New Delhi-110019 to 307, 3rd Floor, D Mall, Pitampura, Netaji Subhash Place, New Delhi-110034, where it now maintains its books of accounts in compliance with applicable statutory requirements.

6. New LOGO Adoption

Adoption of a New Corporate Logo as a Result of the Recent Takeover, Reflecting the Change in Management and Brand Identity.

16. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during the financial year 2024-25.

17. MANAGEMENT''S DISCUSSION AND ANALYSIS

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

18. CORPORATE GOVERNANCE

The Company is listed with BSE Limited (formerly Known as Bombay Stock Exchange Limited). In view of clause 15(2) of SEBI (Listing Obligation and Disclosure

Requirement) Regulation, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17,18,19,20,21,22,23,24,25,26,27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company under the criteria given in the said Regulation. Hence, no disclosure has been made on the items covered under Corporate Governance.

19. RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, transactions which are required to be reported under Section 188 of the Act in Form AOC-2 which is enclosed, forming a part of the Board Report.

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

20. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

As per the requirement under the Act, the Independent Directors had a separate meeting on 26th March, 2025, without the presence of non- independent directors and members of management.

21. AUDIT COMMITTEE

The Chairman informed the Board that as per the provisions of Section 177 of the Companies Act, 2013 all Public Companies satisfying the following conditions shall constitute an Audit Committee:

i. Listed Company;

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

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

iv. Having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

COMPOSITION:

Minimum 3 directors with majority independent further provided that majority including its Chairperson shall be persons with ability to read and understand, the financial statement. The Audit Committee shall consist of the following members namely:

1. Sanjay Agarwal-Member* (resigned w.e.f 22.05.2025)

2. Akshay Saxena - Chairman

3. Naina Singh - Member

4. Gaurav Jindal - Member (appointed w.e.f 28.05.2025)

MEETINGS:

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

S.NO.	DATE OF MEETING	NAME OF DIRECTORS WHO ATTENDED THE MEETING
1.	29.05.2024	Mr. Sanjay Agarwal,Mr. Akshay Saxena, Ms. Naina Singh
2.	09.08.2024	Mr. Sanjay Agarwal,Mr. Akshay Saxena, Ms. Naina Singh
3	09.10.2024	Mr. Sanjay Agarwal,Mr. Akshay Saxena, Ms. Naina Singh
4.	13.11.2024	Mr. Sanjay Agarwal,Mr. Akshay Saxena, Ms. Naina Singh
5.	12.02.2025	Mr. Sanjay Agarwal,Mr. Akshay Saxena, Ms. Naina Singh

ROLE

1. Oversight of the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

a. Matters required being included in the Director''s Responsibility Statement to be included in the Board''s report in terms of clause (c) of subsection 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

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

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

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

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

7. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

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

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

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

19. Approval of appointment of CFO (i.e., the wholetime Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

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

21. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

22. Review and monitor the auditor''s independence and performance and effectiveness of audit process;

23. Examination of the financial statement and the

auditors'' report thereon;

24. Approval or any subsequent modification of transactions of the company with related parties;

25. Scrutiny of inter-corporate loans and investments;

26. Valuation of undertakings or assets of the company, wherever it is necessary;

27. Evaluation of internal financial controls and risk management systems;

28. Monitoring the end use of funds raised through public offers and related matters;

29. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company;

30. The Audit Committee shall have authority to investigate into any matter in relation to the items specified (as mentioned at S.No. 21 to 28 above) or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;

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

32. The Audit Committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the company. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee; and

33. Resolve any disagreements between management and the auditor regarding financial reporting.

REVIEW

The Audit Committee shall review the following information:

1. Management discussion and analysis of financial condition and results of operations;

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

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

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

5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

POWERS

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

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

22. NOMINATION AND REMUNERATION COMMITTEE

The Chairman informed the Board that as per the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014, all public Companies satisfying following conditions shall constitute Nomination and Remuneration Committee:

i. Listed Company;

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

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

iv. Having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

COMPOSITION

The Nomination and Remuneration Committee shall consist of following members namely:

i. Deepti Agarwal- Member * (Resigned w.e.f.

22.05.2025)

ii. Akshay Saxena- Chairman

iii. Naina Singh - Member

iv. Ram Gopal Jindal- Member *( Appointed w.e.f.

28.05.2025)

MEETINGS

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

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

S.No.	Date of Meeting	Name of Directors who attended the meeting
1	16.08.2024	Deepti Agarwal, Akshay Saxena- Chairman and Naina Singh

ROLE

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

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

5. The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

6. The Nomination and Remuneration Committee shall, while formulating the policy ensures that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

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

23. STAKE HOLDERS RELATIONSHIP, GRIEVANCE AND SHARE TRANSFER COMMITTEE

The Chairman informed the Board that as per the provisions of Section 178 of the Companies Act, 2013, Companies which consists of more than one thousand shareholders, debenture- holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship, Grievance and Share Transfer Committee.

COMPOSITION: The Stake Holders Relationship, Grievance Committee shall consist of at least three Directors namely:

i. Sanjay Agarwal- Member * (Resigned w.e.f.

22.05.2025)

ii. Akshay Saxena- Member

iii. Naina Singh - Member

iv. Arvind Sharma- Member* (Appointment w.e.f.

12.05.2025)

MEETINGS

The Committee shall meet as and when it is thought appropriate. The details regarding number of meeting held by Stakeholders Relationship, Grievance and Share Transfer Committee during the year are as follows:

S.No.	Date of Meeting	Name of Directors who attended the meeting
1	26.03.2024	Sanjay Agarwal, Akshay Saxena- Chairman and Naina Singh

TERMS OF REFERENCE

i. The Stake Holders Relationship, Grievance and Share Transfer Committee specifically look into the redressal of grievances of shareholders, debenture holders and other security holders;

ii. The Stake Holders Relationship, Grievance and Share Transfer Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends.

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

iv. The Stakeholders Relationship, Grievance Committee oversees and reviews all matters connected with the securities transfers and also looks into redressing of shareholders complaints like transfer of shares, non-receipt of annual reports/dividends etc.

v. The Committee oversees the performance of the Registrar and Transfer agents and recommends measures for overall improvement in the quality of investor services.

24. PERFORMANCE EVALUATION

The performance of the Board, Audit Committee, Nomination and Remuneration Committee, and Stakeholders'' Relationship Committee and that of Individual Directors for the year 2024-25 were evaluated on the basis of criteria as approved by the Board. All directors were provided the criteria for evaluation which were duly filled in.

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

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

26. PREVENTION OF INSIDER TRADING

The Board has adopted a code for the Prevention of Insider Trading in the securities of the Company. The Code inter alia requires pre- clearance from Designated Persons for dealing in the securities of the Company as per the criteria specified therein and prohibits the purchase or sale of securities of the Company by Designated Persons while in possession of Unpublished Price Sensitive Information in relation to the Company besides during the period when the trading window is closed. The aforesaid Code is available at the website of the Company www.ndaindia.com.

27. VIGIL MECHANISM

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

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

The Company is in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2024-2025:

â¢ No. of complaints received- NIL

â¢ No. of complaints disposed of: NIL

29. REMUNERATION POLICY

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

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

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

The ratio of remuneration of each Director, Chief Financial Officer, Company Secretary of the Company for the FY-2024-25 is annexed at Annexure-B.

31. CORPORATE SOCIAL RESPONSIBILITY

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

32. ANNUAL LISTING FEE

The Company has paid the Annual listing fees for the financial year 2024-25 to BSE LTD.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

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

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

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

35. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the Risk Assessment and minimization procedures and periodical review to ensure that risk is controlled by means of a properly defined framework. In the Board''s view there are no material risks, which may threaten the existence of the Company.

36. REPORTING OF FRAUDS

The auditors of the Company have not reported any fraud as specified under the 2nd proviso to Section 143 (12) of the Companies Act, 2013.

37. APPRECIATION

Your Directors wish to place on records their sincere appreciation to all the Employees of the Company for their untiring efforts, efficient work management, loyal services, commitment and dedication that developed the culture of professionalism. Your Directors also thank and express gratitude to the Company''s Customers, Vendors and Institutions. Your Directors also wishes to express deep sense of gratitude to the all our Bankers, Central and State Governments and their departments and to the local authorities for the continued support.

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

Mar 31, 2024

Your Board of Directors has immense pleasure in presenting the 32^nd Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2024. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in this Board Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

INFORMATION ON STATE OF THE COMPANY''S AFFAIRS

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

1. FINANCIAL STATEMENT

Particulars	Amount (in Lakhs)
	31.03.2024	31.03.2023
Revenue from Operations	572.83	510.48
Other Income	82.38	62.74
Total Income	655.21	573.23
Total Expenditure (inclusive of interest & Depreciation)	561.00	547.89
Profit (loss) before Tax	94.21	25.34
Current Tax	(27.75)	(11.46)
Earlier Year Tax	0.48	-
Deferred Tax (Asset)	0.14	68.14
Net Profit (loss)	65.84	82.02
Other Comprehensive Income	4.33	(9.58)
Net Profit (loss) after Comprehensive Income	70.17	72.44
Paid up Equity Capital	594.84	509.22
Reserves	526.31	391.76

2. DIVIDEND

The Directors do not recommend any dividend for the year.

3. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2024, the Company has only one Subsidiary Company i.e. M/s NDA Commodity Brokers Private Limited.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, our Company has prepared Consolidated Financial Statements of the Company which forms part of 32^ndAnnual Report. Further, a statement containing salient features of Financial Statements of the Subsidiary in the prescribed format AOC-1, pursuant to Section 129 (3) of the Companies Act, 2013, is annexed as âAnnexure-1â to this Report.

4. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves.

5. DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They 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 at the end of the financial year ended 31^st March, 2024 and of the profit of the company for the same period;

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

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

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

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

6. AUDIT OBSERVATIONS

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

7. AUDITORS OF THE COMPANY

i) Statutory Auditors:

The Members of the company had at their 30^th Annual General Meeting held on 29^thSeptember, 2022, approved the appointment of M/s. J M and Associates (Firm Registration

No.: 017544N) as the Statutory Auditor of the Company to hold office for a term of five years commencing from the conclusion of 30^th Annual General Meeting till the conclusion of 35 ^thAnnual General Meeting.

ii) Secretarial Audit :

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed Mona Bansal& Associates (Membership No. 44163 & COP No.-17676), as Secretarial Auditor of the Company for the FY 2023-24.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is given in this Report as Annexure- A.

iii) Internal Auditor:

M/s Ashutosh Gupta & Co., Chartered Accountants, is the Internal Auditor of the Company.

8. WEB ADDRESS OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) and section 134(3)(a) of the Companies Act, 2013, the annual return as on 31st March, 2024 in the prescribed format is available at company''s website at (www.ndaindia.com)

9. NUMBER OF BOARD MEETINGS

There were Ten (10) meetings of the Board of Directors held during the financial year 202324 are as follows:

S.No.	Date of Meeting	Name of Directors who attended the meeting
1.	29.05.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
2.	13.07.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
3.	29.07.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
4.	14.08.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
5.	24.08.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma, Shanker Gupta and Mr. Ram Kishan Sanghi, Ms. Pooja Agarwal
6.	06.09.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
7.	01.11.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
8.	14.02.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi

9.	21.03.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma
		Shanker Gupta and Mr. Ram Kishan Sanghi
10.	29.03.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma
		Shanker Gupta and Mr. Ram Kishan Sanghi

10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013

Presently Company has two Independent Directors namely Mr. Akshay Saxena and Ms. Naina Singh, appointed w.e.f. 01.04.2024 and have given their declarations that they meet the eligibility criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Whereas, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi, have completed Two consecutive terms of their tenure as Independent Directors served the company till 31.03.2024, and they also provided their declarations to meet the eligibility criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

11. BOARD EVALUATION

In line with the requirement of Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the

Company was held on 14^th November, 2023, wherein the performance of the nonindependent directors was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee evaluated the effectiveness of its functioning and that of the Committees.

The aspects covered in the evaluation included the contribution to and monitoring of Corporate Governance practices, participation in the long- term strategic planning and fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The details of training and familiarization program conducted during the year are provided on the website of the Company at www.ndaindia.com.

13. DEPOSITS

During the FY 2023-24, the Company did not accept any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

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

â¢ Mr. Sanjay Agarwal- Managing Director

â¢ Mrs. Deepti Agarwal- Director (upto 31st April, 2023)

â¢ Mr. Arun Kumar Mistry- Chief Financial Officer

â¢ Ms. Shalini Chauhan- Company Secretary.

CHANGE IN THE DIRECTORS DURING THE FY 2023-24

Change in Designation of Director from Executive to Non- Executive Director

Mrs. Deepti Agarwal, (DIN: 00049250) was appointed as Whole Time Director of the company. Her tenure as the Whole Time Director of the company has expired w.e.f. 30.04.2023, but she continue to remain the Director of the company.

Therefore, the designation of Mrs. Deepti Agarwal (DIN: 00049250) has been changed to the Non- Executive Director of the Company w.e.f. 01.05.2023.

Appointment and Resignation of Independent Directors

â¢ Ms. Pooja Agarwal (DIN: 03111152) and Mr. Varun Deep Agarwal (DIN: 07355393 ) were proposed to be appointed as the Non- Executive, Independent Directors of the Company in its board meeting held on 13.07.2023 and resolutions for the appointment were placed in the 31^st Annual General Meeting of the Company held on 10.08.2023.

Where the appointment of Ms. Pooja Agarwal was passed with the requisite majority and the resolution for the appointment of Mr. Varundeep Gupta was failed to get the approval of the members in their Meeting.

â¢ Ms. Pooja Agarwal tenured her resignation dated 1^st November, 2023 from her position and the same was effective from the date 10^th November, 2023 after obtaining the requisite approvals from Exchanges as a trading member of BSE and NSE.

â¢ Completion of Tenure of Independent Directors:

Mr. Uma Shanker Gupta (DIN: 00008823) and Mr. Ram Kishan Sanghi (DIN: 00350516) has completed on 31.03.2024, their two terms of tenure as independent directors of the company and relived from their position from 01.04.2024.

â¢ Mr. Akshay Saxena (DIN: 10558168) and Ms. Naina Singh (DIN: 10558307) has been appointed in place of the retiring independent directors of the company w.e.f. 01.04.2024, approval from the members has been received by conducting the postal ballot through electronic means on 29th June, 2024.

Retirement by Rotation

Mrs. Deepti Agrwal (DIN:00049250), will retire from the office by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re- appointment.

Change of Company Secretary and Compliance Officer

Ms. Isha Malik has tendered her resignation dated 14.08.2023 and has been released from the post of Company Secretary and Compliance Officer from the Company w.e.f 14.08.2023.

Ms. Shalini Chauhan, appointed in the place of Ms. Isha Malik w.e.f 16.08.2023 as the Company Secretary and Compliance Officer of the Company.

15. CHANGE IN SHARE CAPITAL PREFERENTIAL ALLOTMENT

The board of directors in their meeting held on August 24, 2023 has approved the allotment of 8,56,164 (Eight Lakh Fifty Six Thousand One Hundred and Sixty Four) equity shares, on preferential basis, to the persons belonging to the non-promoter category i.e. M/s. Hilum Commodities Private Limited, having face value of INR 10/- (Indian Rupees Ten Only) per equity share at an issue price of INR 17.52/- each per share aggregating to Rs. 149,99,993/- (rupees one crore forty-nine lakhs ninety nine thousand nine hundred ninety three only) approved by the members in their 31^st Annual General Meeting held on 10^th August, 2023.

Consequently, paid up share capital of the company increased from 50, 92,200 to 59, 48,364 equity shares having face value of Rs. 10 per share during the FY 2023-24.

Presently, the paid up equity share capital of the company is 59, 48,364 equity shares of face value INR 10/- each.

16. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during the financial year 2023-24.

17. MANAGEMENT''S DISCUSSION AND ANALYSIS

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

18. CORPORATE GOVERNANCE

The Company is listed with BSE Limited (formerly Known as Bombay Stock Exchange Limited). In view of clause 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17,18,19,20,21,22,23,24,25,26,27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company under the criteria given in the said Regulation. Hence, no disclosure has been made on the items covered under Corporate Governance.

19. RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, there are no transactions which are required to be reported under Section 188 of the Act in Form AOC-2.

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

20. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

As per the requirement under the Act, the Independent Directors had a separate meeting on 01.11.2023, without the presence of non- independent directors and members of management.

21. AUDIT COMMITTEE

The Chairman informed the Board that as per the provisions of Section 177 of the Companies Act, 2013 all Public Companies satisfying the following conditions shall constitute an Audit Committee:

i) Listed Company;

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

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

iv) Having in aggregate, outstanding loans or borrowings or debentures or depositsexceeding fifty crore rupees or more.

COMPOSITION:

Minimum 3 directors with majority independent further provided that majority including its Chairperson shall be persons with ability to read and understand, the financial statement.

The Audit Committee shall consist of the following members namely:

1) U ma Shanker Gupta- Chairman (until 31.03.2024)

2) Ram Kishan Sanghi- Member (until 31.03.2024)

3) Sanjay Agarwal -Member

4) Akshay Saxena - Chairman (from 01.04.2024)

5) Naina Singh - Member (from 01.04.2024)

MEETINGS

The details regarding number of meetings held by Audit Committee during the year are asfollows:

S.No.	Date of Meeting	Name of Directors who attended the meeting
1.	29.05.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
2.	13.07.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
3.	29.07.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
4.	14.08.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
5.	24.08.2023	Mr. Uma Shanker Gupta, Ms. Pooja Agarwal, Mr. Ram Kishan Sanghi and Mr.Sanjay Agarwal
6.	06.09.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
7.	01.11.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
8.	14.02.2024	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal

ROLE

1) Oversight of the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

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

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

4) Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

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

b. Changes, if any, in accounting policies and practices and reasons for the same

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

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

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

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

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

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

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

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

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

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

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

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

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

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

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

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

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

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

23) Examination of the financial statement and the auditors'' report thereon;

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

25) Scrutiny of inter-corporate loans and investments;

26) Valuation of undertakings or assets of the company, wherever it is necessary;

27) Evaluation of internal financial controls and risk management systems;

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

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

30) The Audit Committee shall have authority to investigate into any matter in relation to the items specified (as mentioned at S.No. 21 to 28 above) or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;

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

32) The Audit Committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the company. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee; and

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

REVIEW

The Audit Committee shall review the following information:

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

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

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

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

5) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

POWERS

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

2) To seek information from any employee.

3) To obtain outside legal or other professional advice.

4) To secure attendance of outsiders with relevant expertise, if it considers necessary.

22. NOMINATION AND REMUNERATION COMMITTEE

i) Listed Company;

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

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

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

COMPOSITION

The Nomination and Remuneration Committee shall consist of following members namely:

i) Uma Shanker Gupta- Chairman (upto 31.03.2024)

ii) Ram Kishan Sanghi -Member (upto 31.03.2024)

iii) Deepti Agarwal- Member

iv) Akshay Saxena- Chairman (From 01.04.2024)

v) Naina Singh - Member (From 01.04.2024)

MEETINGS

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

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

S.No.	Date of Meeting	Name of Directors who attended the meeting
1.	13.07.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mrs. Deepti Agarwal
2.	14.08.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mrs. Deepti Agarwal
3.	31.03.2024	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mrs. Deepti Agarwal

ROLE

1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2) Formulation of criteria for evaluation of Independent Directors and the Board;

3) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

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

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

6) The Nomination and Remuneration Committee shall, while formulating the policy ensures that:

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

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

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

23. STAKE HOLDERS RELATIONSHIP, GRIEVANCE AND SHARE TRANSFER COMMITTEE

COMPOSITION

The Stake Holders Relationship, Grievance Committee shall consist of at least three Directors namely:

i) Uma Shanker Gupta- Chairman (upto 31.03.2024)

ii) Ram Kishan Sanghi -Member (upto 31.03.2024)

iii) Sanjay Agarwal- Member

iv) Akshay Saxena- Chairman (From 01.04.2024)

v) Naina Singh - Member (From 01.04.2024)

MEETINGS

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

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

S.No. Date of Meeting Name of Directors who attended the meeting

1. 16.06.2023 Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and

Mrs. Deepti Agarwal

TERMS OF REFERENCE

i) The Stake Holders Relationship, Grievance and Share Transfer Committee specifically look into the redressal of grievances of shareholders, debenture holders and other security holders;

ii) The Stake Holders Relationship, Grievance and Share Transfer Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends.

iii) To expedite the process of share transfers, the Board of the company shall delegate the

power of share transfer to an officer or a committee or to the registrar and share transfer agents. The delegated authority shall attend to share transfer formalities at least once in a fortnight.

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

v) The Committee oversees the performance of the Registrar and Transfer agents and recommends measures for overall improvement in the quality of investor servicesâ.

24. PERFORMANCE EVALUATION

The performance of the Board, Audit Committee, Nomination and Remuneration Committee, and Stakeholders'' Relationship Committee and that of Individual Directors for the year 202324 were evaluated on the basis of criteria as approved by the Board. All directors were provided the criteria for evaluation which were duly filled in.

GENERAL BODY MEETINGS: Location and time for the last three AGMs:
Year	Date	Time	Venue	Special Resolution
2020-21	29 ^th September, 2021	4:00 P.M.	Through Video Conferencing/ Other Audio Visual Means	Re- appointment of Mr. Sanjay Agarwal as Managing Director of the Company.
2021-22	29^th September, 2022	2.00 PM	Through Video Conferencing/ Other Audio Visual Means	_
2022-23	10 ^th August, 2023	2.00 PM	Through Video Conferencing/ Other Audio Visual Means.	1. Re-appointment of Mr. Sanjay Agarwal (DIN: 00010639) as Managing Director of the company. 2. Issuance of equity shares on a preferential basis to the persons belonging to the non-promoter category. 3. Appointment of Mrs. Pooja Agarwal (DIN: 03111152) as a NonExecutive Independent Director of the Company. 4. Appointment of Mr. Varundeep Gupta (DIN: 07355393) as a Non-Executive Independent Director of the Company.
(i) Special resolution passed last year through postal ballot and details of voting pattern No resolution was passed through postal ballot during the year under review.

MARKET PRICE DATA (Rs.)
Month		High		Low
April, 2023		13.49		11
May, 2023		15		11.38
June, 2023		14.55		11.16
July, 2023		16		12.1
August, 2023		20.38		12.88
September, 2023		30.05		21.39
October, 2023		30.35		26.18
November, 2023		26.55		17.31
December, 2023		30.4		19.81
January, 2024		32.6		26.41
February, 2024		85.83		29
March, 2024		89.29		66
DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2024
Share Holding of Nominal Value ofRs. 10		No of shareholders	% age of sharehold ers			No. of Shares held		% age of Shares held
Upto 5000		3617	93.972			460677		7.7446
5001-10000		116	3.014			95084		1.5985
10001-20000		52	1.351			77807		1.3080
20001-30000		12	0.312			28200		0.4741
30001-40000		10	0.260			36802		0.6187
40001-50000		4	0.104			19046		0.3202
50001-100000		7	0.182			52346		0.8800
100001 & above		31	0.805			5178402		87.0559
Total		3849	100.000			5948364		100.0000
DEMATERIALISATION OF SHARES The Shares of the Company are in demat form. The Company''s Shares are available for trading in the depository systems of both the National Securities Depository Limited and the Central Depository Services (India) Limited. As on 31^st March, 2024 the statement of the shares in demat form is given below:
S.No.	Particulars				No. of Shares		%
1.	NSDL				40,65,698		68.350
2.	CDSL				15,22,636		25.598
3.	Physical				3,60,030		6.053
	Total				59,48,364		100.000

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

26. PREVENTION OF INSIDER TRADING

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

27. VIGIL MECHANISM

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

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

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-2024:

â¢ No. of complaints received- NIL

â¢ No. of complaints disposed of: NIL

29. REMUNERATION POLICY

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

The ratio of remuneration of each Director, Chief Financial Officer, Company Secretary of the Company for the FY-2023-24 is annexed at Annexure-B.

31. CORPORATE SOCIAL RESPONSIBILITY

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

32. ANNUAL LISTING FEE

The Company has paid the Annual listing fees for the financial year 2023-24 to BSE LTD.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUT GO

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

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

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

35. RISK MANAGEMENT

36. REPORTING OF FRAUDS

The auditors of the Company have not reported any fraud as specified under the 2^nd proviso to Section 143 (12) of the Companies Act, 2013.

37. APPRECIATION

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

Mar 31, 2015

Dear Shareholders,

The Board of Directors has immense pleasure in presenting the 23rdAnnual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2015. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in this Board Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

INFORMATION ON STATE OF THE COMPANY'S AFFAIRS

The Company had started its journey by acquiring the membership in National Stock Exchange as soon as it came into existence in the year 1994, and held Category-1 Merchant Banking license till 1998. We had the privilege to handle as many as 60 Public Issues as Managers/Advisors to Issue

In the year 1994, we came out with a public issue, which was a success. We are among the first broking houses of Northern India to go public. Our share is presently listed at Bombay Stock Exchange.

The company has diversified its business in due course of time and rendering all financial services under one roof with the help of its subsidiaries as on date. All the products, services, different segments, including performance and business environment thereof have been covered in detail in the Management Discussion and Analysis Report separately which is the part of this Board Report.

1. FINANCIAL STATEMENT

Particulars Amount (in Rupees)

31.03.2015 31.03.2014

Revenue from Operations 46,008,919 32,834,254

Other Income 5,697,300 6,490,467

Total Income 51,706,219 39,324,721

Total Expenditure (inclusive of interest & Depreciation) 53,188,632 41,019,166

Profit (loss) before Tax (14,82,413) (16,94,445)

Provision for Tax - -

Deferred Tax (Asset) 298,148 466,136

Net Profit (loss) (11,84,265) (12,28,309)

Paid up Equity Capital 50,922,000 50,922,000

Reserves 19,125,258 22,562,751

2. DIVIDEND

Due to loss in the Current Year, your Directors have not recommended dividend during the year.

3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2015 following 2 Companies are the subsidiaries of the Company:

1. M/s NDA Commodity Brokers Private Limited

2. M/s NDA Share Brokers Limited

The Company has prepared Consolidated Financial Statement in strict compliance with the applicable accounting standards and Listing Agreement executed with the stock exchange where the shares of the Company are currently listed. As per the clause 32 of the Listing Agreement, consolidated Audited Financial Statements form part of this Annual Report.

The accounts of the Subsidiary Companies and the related detailed information will be made available to any shareholder of the Company as well as Subsidiary Companies seeking such information at any point of time and are also available for inspection by the members of the Company as well as Subsidiary Companies at the registered office of the Company

4. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves due to suffering loss in the current year.

5. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 ended 31st March, 2015 and of the profit/loss of the company for the same period;

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

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

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

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

6. AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

7. AUDITORS OF THE COMPANY

i) Statutory Auditors:

At the Annual General Meeting held on September 29, 2014, M/s Gupta Rustagi & Agarwal, Chartered Accountants, (ICAI Registration Number- 008084N) were appointed as statutory auditors of the Company for a period of 3 years viz., till the conclusion of 25th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Gupta Rustagi & Agarwal, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

ii) Secretarial Audit :

Mr. Abhishek Gupta, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15.According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report at Annexure-1.

iii) Internal Auditor :

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

8. EXTRACT OF ANNUAL RETURN

In compliance with the provisions of Section 92 (3), Section 134 (3) (a) and Rule 11 of The Companies (Management and Administration) Rules, 2014, the extract of the Annual Return have been annexed with this Board's Report in Form- MGT-9 as Annexure-2.

9. NUMBER OF BOARD MEETINGS

There were six meetings of the Board of Directors held during the financial year 2014-15. Details of each meeting of the Board of Directors have been provided under Corporate Governance Report which forms part of Annual Report.

10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

Presently the Company have three Independent and Non- Executive Directors namely Mr. Uma Shanker Gupta, Mr. Lalit Gupta, and Mr. Ram Kishan Sanghi, who have given declaration that they meet the eligibility criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

11. BOARD EVALUATION

Pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors has carried out an annual evaluation of its performance, and that of its Committees and Individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual director.

The Criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc.

12. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

13. CHANGE IN SHARE CAPITAL

There is no change in share capital of the Company during the financial year 2014-15.

14. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during thefinancial year 2014-15.

15. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

16. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a corporate Governance Report, which is enclosed, is a part of the Board Report.

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement is attached with this report.

17. DIRECTORS

Mr. Sanjay Agarwal, Managing Director, of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

18. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

The particulars of Contracts or arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2014-15 in the prescribed format, AOC-2 at Annexure-3.

21. AUDIT COMMITTEE

The Audit Committee of the Company comprises Mr. Uma Shanker Gupta, Mr. Lalit Gupta and Mr. Ram Shaker Sanghi.

Mr. Lalit Gupta is the Chairman of the Committee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

22. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in Possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

23. VIGIL MECHANISM

Pursuant to the provisions of sub- sections 9 and 10 of Section 177 of the Act and as per Clause 49 of the Listing Agreement, the Company has established a vigil mechanism to enable the Directors and employees of the Company to report concerns of any unethical behaviour, violation of law or regulations, or suspected fraud. In this regard, the Company has formulated a Whistle Blower Policy, which is uploaded on the website of the Company. This policy has adequate safeguards against victimisation of the whistle blower and ensures protection of the whistle Blower's identity

The Company has adopted a code of Conduct which is uploaded on the website of the Company.

24. HUMAN RESOURCES

The well-disciplined workforce which has served the company for the very foundation of the company's major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance. The company has always recognized talent and has judiciously followed the principle of rewarding performance

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

The Company is in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an internal Complaints Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered.

During the year under review, the Company did not receive any complaint.

26. REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the same is stated as Annexure-4.

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

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

The Ratio of Remuneration of Each Director, Chief Financial Officer, Company Secretary of the Company for the FY-2014-2015 is annexed at Annexure- 5.

28. CORPORATE SOCIAL RESPONSIBILITY

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

29. ANNUAL LISTING FEE

The Company has paid the Annual listing fees for the financial year 2015-16 to Bombay Stock Exchange Limited.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

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

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

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting going concern status of the Company and its future operations

32. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that risk is controlled by means of a properly defined framework. In the Board's view, there are no material risks, which may threaten the existence of the Company.

33. APPRECIATION

Your Directors wish to place on records their sincere appreciation to all the Employees of the Company for their untiring efforts, efficient work management, loyal services, commitment and dedication that developed the culture of professionalism. Your Directors also thank and express gratitude to the Company's Customers, Vendors and Institutions. Your Directors also wishes to express deep sense of gratitude to the all our Bankers, Central and State Governments and their departments and to the local authorities for the continued support.

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

By Order of the Board of Directors

Place: New Delhi Sanjay Agarwal DeeptiAgarwal

Date :12.08.2015 Managing Director Whole Time Director

DIN: 00010639 DIN: 00049250

157, Block - E, Kalkaji, 157, Block - E, Kalkaji,

New Delhi-110019 New Delhi-110019

Mar 31, 2014

TO THE MEMBERS

The Directors have pleasure in presenting the 22nd Annual Report along with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The Financial results for the year ended 31st March, 2014 are as under:

Particulars Amount (in Rs.) 31.03.2014 31.03.2013

Revenue from Operations 32,834,254 35,181,345

Other Income 6,490,467 5,154,394

Total Income 39,324,721 40,335,739

Total Expenditure (inclusive of interest & Depreciation) 41,019,166 43,293,098

Profit (loss) before Tax (16,94,445) (29,57,359)

Provision for Tax - -

Deferred Tax (Asset) 466,136 440,827

Net Profit (loss) (12,28,309) (2,516,532)

Paid up Equity Capital 50,922,000 50,922,000

Reserves 22,562,751 23,791,060

COMPANY''S PERFORMANCE

The Company incurred a loss of Rs. 12,28,309/- in the current year, against a loss of Rs. 25,16,532/- in the previous year.

DIVIDEND

Due to loss in the Current Year, your Directors have not recommended any dividend for the Current Year. DIRECTORS

Your directors are seeking appointment of Sh. Uma Shanker Gupta, Sh. Lalit Gupta and Sh. Ram Kishan Sanghi as Independent Directors under Companies Act 2013 for a term of 5 Years.

Smt. Deepti Agarwal, Whole-time Director is retiring at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Your directors are seeking re-appointment of Smt. Deepti Agarwal as whole-time Director for a further period of 3 Years, w.e.f 1st May 2014.

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

Â That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

Â That 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 at the end of the financial year ended 31st March, 2014 and of the loss of the Company for that year.

Â That the Directors have taken proper and sufficient care to the best of their knowledge and capacity for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for Preventing and detecting fraud and other irregularities.

Â That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report, Management Discussion and Analysis Report, and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached and form a part of this Annual Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to be listed on The Bombay Stock Exchange Limited.

SUBSIDIARY COMPANIES

The Audited Statements of Accounts of NDA Share Brokers Limited and NDA Commodity Brokers Private Limited alongwith the reports of Directors and Auditors for the year ended 31st March, 2014 and the statement as required under Section 212 of the Companies Act, 1956 are attached.

NDA Share Brokers Ltd. is a Member of the Delhi Stock Exchange Association Limited. The DSE has had no business for the last few years. The Company incurred a loss of Rs. 3,522,795/- during the year due to writing-off of bad debts.

NDA Commodity Brokers Pvt. Ltd. has incurred a loss of Rs. 43,33,587/- during the year.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited, Audited consolidated financial statements form part of Annual Report.

AUDITORS

As per the requirements of the Companies Act, 2013, the auditors, M/s Gupta Rustagi & Aggarwal retire at the conclusion of the 22nd Annual General Meeting. M/s Gupta Rustagi & Aggarwal being eligible, offers themselves for re-appointment and are proposed to be re-appointed from the conclusion of forthcoming Annual General Meeting till the conclusion of the 25th Annual General Meeting.

AUDITORS'' REPORT

The Auditors Report read together with the Notes to Accounts is self explanatory and do not call for any further explanations under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

No employee is covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

OTHER PARTICULARS

The provisions relating to the conservation of energy and technology absorption as required to be disclosed by section 217(1)(e) of the Companies Act, 1956 do not apply to the Company. The Company had no foreign Exchange earning / outgo during the year under review.

FIXED DEPOSITS

The company has neither accepted fresh Fixed Deposit nor renewed any Fixed Deposit during the year ended 31.03.2014.

CASH FLOW ANALYSIS

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31.03.2014 is annexed hereto.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation and support extended by the Company''s Bankers, Stock Exchanges, other Regulatory Bodies, Share Holders & members of the staff at all levels.

For and on behalf of the Board

Sd/- Sd/- Date: 12.08.2014 SANJAY AGARWAL DEEPTI AGARWAL Place: New Delhi MANAGING DIRECTOR WHOLETIME DIRECTOR

Mar 31, 2012

The Directors have pleasure in presenting the Twentieth Annual Report Along with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The Financial results for the year ended 31st March, 2012 are as under:

Particulars Rs. In Lacs 31.03.2012 31.03.2011

Revenue from Operations 390.21 630.92

Other Income 140.83 42.98

Total Income 531.04 673.90

Total Expenditure (inclusive of interest & Depreciation) 528.80 672.46

Profit (loss) before Tax 2.24 1.44

Provision for Tax - -

Deferred Tax (Asset) 2.86 2.07

Net Profit (loss) 5.10 3.51

Paid up Equity Capital 509.22 509.22

Reserves 263.07 257.97

COMPANY'S PERFORMANCE

The Company earned a profit of Rs. 510275/- in the current year, against a Profit of Rs. 351481/- in the previous year. Your company expects a better future.

DIVIDEND

Due to small profit in the Current Year, Your Directors have not recommended any dividend for the Current Year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Sh. Lalit Gupta, Director, retires by rotation and being eligible, offer himself for re-appointment.

Subject to the approval of Members, the Board of Directors has Re-appointed Sh. Sanjay Agarwal as Managing Director of the Company. The approval of Members is being sought by means of ordinary resolution, which is elsewhere in the notice of the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

Ã That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

Ã That 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 at the end of the financial year ended 31st March, 2012 and of the Profit of the Company for that year.

Ã That the Directors have taken proper and sufficient care to the best of their knowledge and capacity for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for Preventing and detecting fraud and other irregularities.

Ã That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report, Management Discussion and Analysis Report, and Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached and form a part of this Annual Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to be listed on The Bombay Stock Exchange Limited. SUBSIDIARY COMPANIES

The Audited Statements of Accounts of NDA Share Brokers Limited and NDA Commodity Brokers Private Limited along with the reports of Directors and Auditors for the year ended 31st March, 2012 and the statement as required under Section 212 of the Companies Act, 1956 are attached.

NDA Share Brokers Ltd. is a Member of the Delhi Stock Exchange Association Limited. The DSE has had no business for the last few years. The Company incurred a loss of Rs. 547752/- during the year.

NDA Commodity Brokers Pvt. Ltd. has earned a Profit of Rs. 89744/- after taxation during the year.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited, Audited consolidated financial statements form part of Annual Report.

AUDITORS

The Statutory Auditors of the Company, M/s Gupta, Rustagi and Agarwal, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment.A certificate has been received from them to the effect that their re-appointment, if made, shall be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS' REPORT

The Auditors Report read together with the Notes to Accounts is self explanatory and do not call for any further explanations under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

No employee is covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

OTHER PARTICULARS

The provisions relating to the conservation of energy and technology absorption as required to be disclosed by section 217(1)(e) of the Companies Act, 1956 do not apply to the Company. The Company had no foreign Exchange earning / outgo during the year under review.

FIXED DEPOSIT

The company has neither accepted fresh Fixed Deposit nor renewed any Fixed Deposit during the year ended 31/03/2012.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation and support extended by the Company's Bankers, Stock Exchanges, other Regulatory Bodies, Share Holders & members of the staff at all levels.

For and on behalf of the Board

Sd/- Sd/-

Date: 21/08/2012 SANJAY AGARWAL DEEPTI AGARWAL

Place: New Delhi MANAGING DIRECTOR WHOLETIME DIRECTOR

Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report alongwith the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The Financial results for the year ended 31st March, 2010 are as under:

Particulars Rs. In Lacs

31.03.2010 31.03.2009

Income from Operations 721.68 491.09

Other Income 47.10 48.84

Total Income 768.78 539.93

Expenditure (before interest & Depreciation) 725.69 582.57

Interest 8.72 8.33

Gross Profit (loss) after interest but before Depreciation and Tax 34.37 (50.98)

Depreciation 29.64 25.92

Profit (loss) before Tax 4.73 (76.90)

Income Tax for earlier years - 0.66

Provision for Tax - 0.00

Deferred Tax Asset/(Liabilities) 2.41 0.49

Fringe Benefit Tax - 2.12

Net Profit (loss) 2.32 (79.19)

Paid up Equity Capital 509.22 509.22

Reserves 254.46 252.14

COMPANYS PERFORMANCE

The Company earned a profit of Rs. 231700/- in the current year, against a loss of Rs. 7919085/- in the previous year. Your company expects a better future.

DIVIDEND

Due to small profit in the Current Year, Your Directors have not recommended any dividend for the Current Year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Smt. Deepti Agarwal, Wholetime Director, retire by rotation and being eligible, offer herself for re-appointment.

Sh. Ram Kishan Sanghi was appointed as Additional Director with effect from 11th May, 2010, liable to retire by rotation.

Subject to the approval of Members, the Board of Directors has increased the Salary of Sh. Sanjay Agarwal, Managing Director and Smt. Deepti Agarwal, Wholetime Director of the Company. The approval of Members is being sought by means of ordinary resolutions, which are elsewhere in the notice of the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

Ã That in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

Ã That 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 at the end of the financial year ended 31st March, 2010 and of the Profit of the Company for that year.

Ã That the Directors have taken proper and sufficient care to the best of their knowledge and capacity for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for Preventing and detecting fraud and other irregularities.

Ã That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report, Management Discussion and Analysis Report, and Auditors Certificate regarding compliance of conditions of Corporate Governance are attached and form a part of this Annual Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to be listed on The Bombay Stock Exchange Limited.

SUBSIDIARY COMPANIES

The Audited Statements of Accounts of NDA Share Brokers Limited and NDA Commodity Brokers Private Limited alongwith the reports of Directors and Auditors for the year ended 31st March, 2010 and the statement as required under Section 212 of the Companies Act, 1956 are attached.

NDA Share Brokers Ltd. is a Member of the Delhi Stock Exchange Association Limited. The DSE has had no business for the last few years. The Company incurred a loss of Rs. 732592/- after taxation during the year

NDA Commodity Brokers Pvt. Ltd. has earned a Profit of Rs. 501876/- after taxation during the year.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited, Audited consolidated financial statements form part of Annual Report.

AUDITORS

The Statutory Auditors of the Company, M/s Gupta, Rustagi and Agarwal, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate has been received from them to the effect that their re-appointment, if made, shall be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report read together with the Notes to Accounts is self explanatory and do not call for any further explanations under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

No employee is covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

OTHER PARTICULARS

The provisions relating to the conservation of energy and technology absorption as required to be disclosed by section 217(1)(e) of the Companies Act, 1956 do not apply to the Company. The Company had no foreign Exchange earning / outgo during the year under review.

FIXED DEPOSIT

The company has neither accepted fresh Fixed Deposit nor renewed any Fixed Deposit during the year ended 31/03/2010.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation and support extended by the Companys Bankers, Stock Exchanges, other Regulatory Bodies, Share Holders & members of the staff at all levels.

For and on behalf of the Board

Sd/- Sd/-

Date: 18/08/2010 SANJAY AGARWAL DEEPTI AGARWAL

Place: New Delhi MANAGING DIRECTOR WHOLETIME DIRECTOR

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article