MANAGING DIRECTOR'S LETTER
Mr. Gaurav Jindal
Managing Director of the NDA Securities Limited
As the new steward of NDA Securities Limited, I am committed to transforming this
legacy- driven institution into a dynamic, technology-led force in the financial
markets-one that is agile, ambitious, and built for sustainable growth
Dear Shareholders, Board Members, Clients, and Stakeholders,
It is with great pride and responsibility that I address you as the Managing Director
of NDA SECURITIES LIMITED in presenting our Annual Report for the financial year 2024-25.
The past year has been a defining period for us-one marked by resilience, strategic
agility, and forward-looking progress in a rapidly evolving capital markets environment.
Despite global uncertainties and domestic market volatility, NDA SECURITIES LIMITED
demonstrated strength and adaptability by not only sustaining operations but delivering
consistent value. We continued to enhance our service offerings, deepen client
relationships, and advance our technological edge, further solidifying our reputation as a
trusted and forward-thinking stock broking institution. As we move ahead, we remain firmly
committed to driving sustainable growth, embracing innovation, and creating long-term
value for all our stakeholders. We sincerely thank our shareholders for their continued
trust, enduring support, and confidence in our vision and leadership.
Appreciation to Our Stakeholders
Our progress is reflection of the unwavering support and dedication of all our
stakeholders. I extend my heartfelt gratitude to our shareholders for their continued
trust, to our clients for choosing us as their preferred financial partner, and to our
employees whose relentless commitment, expertise, and passion have propelled our
performance. I would also like to thank our Board of Directors for their strategic
guidance and oversight throughout the year.
Our goal is to strengthen our digital platforms, enhance customer outreach, and
diversify our product offerings to meet the evolving needs of retail and institutional
investors across India. We are also focusing on operational excellence, compliance, and
innovation to build a future-ready organization. I extend my heartfelt thanks to our
clients, team members, and partners for their continued trust and support. Together, we
will chart a path of inclusive progress and market leadership.
Performance Overview
During the year under review, NDA SECURITIES LIMITED reported consolidated revenue of
?625.04 lacs, reflecting a growth of 9% over the previous year. Our profit after tax stood
at ?155.38 lacs, with stable profit margins underpinned by operational efficiencies and
disciplined risk management. Our brokerage income, interest earnings, and ancillary
service streams contributed meaningfully to overall performance. We maintained a healthy
market share in the retail and institutional broking segments, driven by client-centric
innovations and robust digital infrastructure. Our research division remained instrumental
in delivering timely market insights, which enabled informed client decision-making and
increased engagement.
Industry Landscape and Regulatory Developments
The year saw dynamic shifts in the securities market, fueled by macroeconomic
headwinds, global monetary tightening, and a wave of regulatory enhancements aimed at
increasing transparency and investor protection.
Key SEBI reforms, including enhanced margin requirements and streamlined KYC norms,
reshaped market behavior and operational models. We have proactively aligned with these
changes by investing in compliance automation, improving customer on boarding journeys,
and strengthening internal risk controls. Our technology and legal teams worked closely to
ensure seamless adoption of these reforms without disrupting client experience.
Strategic Vision and Future Outlook'
Looking ahead, NDA SECURITIES LIMITED is committed to scaling new heights through
innovation, digital acceleration, and sustainable value creation. Our strategic priorities
include:
• Expanding Retail Participation: through intuitive trading platforms, and
educational outreach programs.
• Enhancing Technology Infrastructure: leveraging analytics, automation, and cyber
security to deliver frictionless, secure client experiences.
• Sustainability & Governance: embedding ESG principles into our operations,
corporate governance, and reporting standards.
We are acutely aware of the evolving risk landscape-geopolitical tensions, interest
rate fluctuations, and tech disruptions. However, we view these challenges as
opportunities to adapt, innovate, and lead.
As we look ahead, I do so with unwavering optimism for the future of NDA SECURITIES
LIMITED. Our journey continues to be guided by the enduring values of integrity, insight,
and our people-values that have not only shaped our past but remain the cornerstone of our
path forward. These principles empower us to navigate a dynamic market landscape with
confidence, clarity, and conviction.
At the heart of our vision is a resolute mission: to become the leading clientcentric,
technology-driven, and socially responsible stock broking firm in the country. This means
not just keeping pace with change, but leading it—through deepening client
relationships, embracing innovation, and conducting our business with a strong sense of
purpose and responsibility toward the communities we serve. I extend my heartfelt
gratitude to all our stakeholders—our shareholders, clients, employees, partners, and
regulators—for your trust, encouragement, and continued belief in our journey. Your
support fuels our ambition and strengthens our resolve to reach greater heights. As we
move into the new financial year, I look forward to your continued partnership as we build
a future that is not only prosperous but also principled. Together, let us shape a company
that delivers sustainable and enduring value for all. We invite you to stay with us on
this exciting journey of transformation, impact, and growth.
Thank you Warm regards,
GAURAV JINDAL
MANAGING DIRECTOR NDA SECURITIES LIMITED
#CSEnd#
#DRStart#
DIRECTOR'S REPORT
DIRECTOR'S REPORT
Dear Shareholders,
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.
|
|
(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.
Board's Report
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 2024-25.
The Secretarial Audit Report for the Financial Year ended March 31,2025 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. 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:-
• Mr. Gaurav Jindal - Managing Director
• Mr. Arun Kumar Mistry - Chief Financial Officer
• Ms. Shalini Chauhan - Company Secretary.
CHANGE IN DIRECTORS:
• 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.
• 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.
• 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.
• Mr. Deepak Khurana 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. 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 Rs.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.
ONDA
WE MAKE INVESTMENT EASIER
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.
GENERAL BODY MEETINGS:
Location and time for the last three AGMs:
Year |
Date |
Time |
Venue |
Special Resolution |
2021-22 |
29th September, 2022 |
2.00 PM |
ThroughVideo Conferencing/ Other Audio Visual Means |
- |
2022-23 |
10th August, 2024 |
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. |
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2. Issuance of equity shares on a preferential basis to the persons
belonging to the nonpromoter category. |
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3. Appointment of Mrs. Pooja Agarwal (DIN: 03111152) as a
Non-Executive Independent Director of the Company. |
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4. Appointment of Mr. Varundeep Gupta (DIN: 07355393) as a
Non-Executive Independent Director of the Company. |
2024-25 |
10th September 2024 |
2:00 PM |
ThroughVideo Conferencing/ Other Audio Visual Means |
1. To consider and adopt: |
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a. The Audited Standalone Financial Statement of the Company for the
financial year ended 31st March, 2024 and the Directors' and Auditors' Reports thereon,
and |
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b. The Audited consolidated financial statement of the Company for the
financial year ended 31st March, 2024. |
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2. To appoint a director in place of Mrs. Deepti Agarwal (DIN:
00049250), who retires by rotation and being eligible, offered herself for re-appointment. |
(i) Special resolution passed last year through postal ballot and details of voting
pattern
Resolution for the appointment of Mr. Akshay Saxena and Ms. Naina Singh passed through
Postal Ballot of the company in 29th May 2025.
MARKET PRICE DATA (*)
Month |
High |
Low |
April, 2024 |
64.69 |
46.20 |
May, 2024 |
56.06 |
46.68 |
June, 2024 |
58.68 |
42.00 |
July, 2024 |
50.15 |
39.45 |
August, 2024 |
43.30 |
33.80 |
September, 2024 |
44.29 |
37.50 |
October, 2024 |
51.31 |
38.16 |
November, 2024 |
47.50 |
38.20 |
December, 2024 |
48.67 |
30.10 |
January, 2025 |
39.50 |
29.25 |
February, 2025 |
34.50 |
28.51 |
March, 2025 |
36.00 |
25.70 |
DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2025
Share Holding of Nominal Value of *10 |
No of shareholders |
% age of shareholders |
No. of Shares held |
% age of Shares held |
Upto 5000 |
3891 |
93.421 |
473925 |
7.9673 |
5001-10000 |
120 |
2.881 |
99059 |
1.6653 |
10001-20000 |
66 |
1.585 |
98273 |
1.6521 |
20001-30000 |
24 |
0.576 |
60270 |
1.0132 |
30001-40000 |
11 |
0.264 |
40566 |
0.6820 |
40001-50000 |
5 |
0.120 |
22798 |
0.3833 |
50001-100000 |
13 |
0.312 |
84484 |
1.4203 |
100001 & above |
35 |
0.840 |
5068989 |
85.2165 |
Total |
4165 |
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 31st March, 2025 the statement of
the shares in demat form is given below:
S.No. Particulars |
No. of Shares |
% |
1. NSDL |
4094521 |
68.83 |
2. CDSL |
1497613 |
25.17 |
3. Physical |
356230 |
5.98 |
Total |
5948364 |
100.00 |
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:
• No. of complaints received- NIL
• 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.
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By Order of the Board of Directors |
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Sd/- |
Sd/- |
Place : New Delhi |
AkshaySaxena |
Ram Gopal Jindal |
Date: 18 July 2025 |
(Director) |
(Director and Chairperson) |
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DIN: 10558168 |
DIN: 06583160 |
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