Your Directors hereby present the 13th Annual Report on the business and operations of Northern Spirits
Limited (referred to as NSL or Company) together with the Audited Financial Statements for the year
ended 31st March, 2025.
The summarized financial performance of the Company for the year under review as compared with
previous year's figures are given hereunder:
|
PARTICULARS
|
F.Y. 2024-25
|
F.Y. 2023-24
|
|
Net Sales / Income from Business Operations
|
1,94,261.38
|
1,23,530.58
|
|
Other Income
|
86.81
|
73.42
|
|
Total Income
|
1,94,348.19
|
1,23,604.00
|
|
Total Expenditure
|
1,91,264.61
|
1,21,374.47
|
|
Profit/(Loss) Before Tax
|
3,083.58
|
2,229.53
|
|
Less: Tax Expenses
|
786.62
|
572.25
|
|
Profit/(Loss) After Tax
|
2,296.96
|
1,657.28
|
|
Basic & Diluted Earnings per Equity Share
|
14.33
|
10.32
|
Operational Review
Gross revenues for this financial year stood at Rs. 1,94,261.38 Lakhs as against Rs. 1,23,530.58 Lakhs in
the previous year. After providing for depreciation and taxation the net profit of the Company for the
year under review was placed at Rs. 2,296.96 Lakhs as compared to the net profit of Rs. 1,657.28 Lakhs
incurred during the previous year registering a steady growth of 38.60%. The Earnings Per Share (EPS)
stood at Rs. 14.33 (face value of Rs. 10/- each) for the financial year ended 31st March, 2025 as against Rs.
10.32 (face value of Rs. 10/- each) in the previous year. Company has maintained its momentum of
satisfactory performance both in terms of profitability and turnover inspite of the challenges faced during
the year. Company's prime focus has been on operational efficiency and prudent marketing by
introducing new core brands in the market.
The Board of Directors has recommended a final dividend of 3% i.e. Re. 0.30 per equity share of Rs. 10/-
each fully paid-up on the Equity Share Capital of the Company for the financial year ended 31st March,
2025. The payment of dividend is subject to the approval of the members at the ensuing Annual General
Meeting (AGM) and shall be subject to deduction of income tax at source.
The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The
Dividend Distribution Policy of the Company is annexed herewith as Annexure - A and also available on
the Company's website at www.northernspirits.co.in
The paid-up equity capital as on 31st March, 2025 was Rs. 16,05,12,000. No Bonus Shares were issued
neither Company bought back any of its securities during the year under review. The Company has not
issued any shares with differential voting rights nor granted stock options nor sweat equity shares. As on
31st March, 2025, none of the Directors of the Company hold instruments convertible into equity shares
of the Company. The Company has paid Listing Fees for the financial year 2025-26 to BSE Limited, where
its equity shares are listed.
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. Therefore, it is not required to furnish
information in respect of outstanding deposits under non- banking, non-financial Companies (Reserve
Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.
The Board of Directors has decided to retain the entire amount of profit for the financial year ended 31st
March, 2025 in the distributable retained earnings.
During the financial year under review, the Company has not issued or allotted any debentures and does
not have any outstanding debentures.
There have been no material changes and commitments, affecting the financial position of the Company
that have occurred between the close of the financial year 2024-25, to which the Financial Statements
relate and the date of this Report.
The Company did not undergo any change in the nature of its business during the financial year. The
details of the nature of business are provided in the Management Discussion and Analysis Report and the
Report on Risk Management forming part of this Report.
The Company has no Subsidiary/Joint Venture/Associate Company during the year under review. Hence,
details for the same are not required to be mentioned.
All related party transactions undertaken by the Company during the year under review were reviewed
and approved by the Audit Committee and were in accordance with the Company's Policy on Materiality
of Related Party Transactions and dealing with Related Party Transactions, formulated and adopted by
the Company. The Audit Committee has granted omnibus approvals for certain transactions that are
repetitive in nature or are unforeseen, if any, and such transactions are subsequently reviewed by Audit
Committee on a periodic basis.
All contracts, arrangements, and transactions entered into with Related Parties during the year under
review were in the ordinary course of business and on arm's length basis.
The Company has not entered into any transaction with related parties which could be considered
material in accordance with the policy of the Company and SEBI Listing Regulations. Further, there are no
materially significant related party transactions entered into by the Company with its Promoters,
Directors, Key Managerial Personnel ("KMP") or Senior Management Personnel that may have a potential
conflict with the interest of the Company at large. All related party transactions have been appropriately
disclosed in the Notes to the Financial Statements forming part of this Annual Report.
During the year, no transactions were carried out that requires reporting in Form AOC - 2, pursuant to
Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on Related Party Transactions is uploaded in the Company's website
www.northernspirits.co.in
The same is not applicable as the Audit Committee's recommendations were accepted and implemented
by the Board.
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no
foreign exchange inflow or outflow during the year under review.
The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 in prescribed Form - MGT 9 is furnished in
Annexure - B and is attached to this Report.
The Company has not issued any Sweat Equity Shares or Equity Shares with Differential Rights during the
financial year.
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the
Companies Act, 2013. The details of the investments made by Company are given in the notes to the
financial statements.
The Company has its internal financial control systems commensurate with the size and complexity of its
operations, to ensure proper recording of financials and monitoring of operational effectiveness and
compliance of various regulatory and statutory requirements. The management regularly monitors the
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records including timely preparation of reliable financial information.
The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control
systems and procedure to ensure that all the assets are protected against loss and that the financial and
operational information is accurate and complete in all respects. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Company.
Based on the framework of Internal Financial Controls and compliance systems established and
maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and
Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the
Statutory Auditors and the reviews performed by 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.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submits its Responsibility Statement:
a) In the preparation of the annual accounts, the applicable accounting standards had been
followed and there are no material departures;
b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and operating efficiently.
Internal financial control means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business including adherence to Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information.
f) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
The Company held Ten (10) Board Meetings during the financial year under review. Detailed information
is given in the Corporate Governance Report.
During the financial year, formal annual evaluation of the Board, its committees and individual Directors
was carried out pursuant to the Board Performance Evaluation Policy of the Company and in accordance
with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure) Regulations, 2015.
The Board of Directors has evaluated the performance of Independent Directors and expressed their
satisfaction with the evaluation process.
The criteria for the performance evaluation of the Board of Directors is based on parameters which, inter
alia, include performance of the Board on deciding strategy, rating the composition & mix of board
members, discharging of their duties, handling critical issues, meaningful and constructive contribution
and inputs made at the Board meeting, attendance, instances of sharing information on best practices
applied in other industries, domain knowledge, vision, strategy and engagement with senior
management etc. In addition, the Chairperson is evaluated on the key aspects of his role.
The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of criteria such as the composition of committees, effectiveness of committee
meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance
of individual directors on the basis of criteria such as the contribution of the individual director to the
board and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings etc.
The Independent Directors at their separate meetings, review the performance of non-independent
directors and the Board as a whole. Chairperson of the Company after taking into account the views of
Executive and Non-Executive Directors, reviews the quality, quantity and timeliness of flow of
information between the management and the Board, for the Board to effectively and reasonably
perform their duties.
BOARD COMMITTEES
The Company has the following Committees of the Board:
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholders' Relationship Committee
• Corporate Social Responsibility Committee
Composition of the above mentioned Committees, their respective roles and responsibilities are provided
in the Corporate Governance Report which forms part of the Annual Report.
The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules.
In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Directors had a
separate meeting on March 31, 2025 without the attendance of Non-Independent Directors and
Members of management. All the Independent Directors were present at the said meeting. The activities
prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting.
The Board comprises of eight Directors of which four are Independent. Pursuant to provisions of Section
152(6) of the Companies Act, 2013 and Articles of Association of the Company Mrs. Kanika Bakshi (DIN:
08090236) will retire by rotation at the ensuing AGM of the Company and being eligible, offers herself for
re-appointment.
Mr. Anuj Bakshi has resigned from his post of Chief Financial Officer of the Company with effect from 1st
August, 2024 and in his place Mr. Sharad Agarwal was appointed as the Chief Financial Officer of the
Company on 2nd August, 2024.
Mr. Dinesh Shaw (DIN: 10826257) has been appointed as an Independent Director of the Company on 2nd
November, 2024. His appointment has been approved by the members at the Extra-Ordinary General
Meeting of the Company held on 28th January, 2025.
In terms of the provisions of Section 149, 152 of the Companies Act, 2013 which came into effect from 1st
April, 2014, Schedule IV and other applicable provisions, if any, read with Companies (Appointment and
Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five
(5) consecutive years on the Board of Directors of the Company and are not liable to retire by rotation. All
Independent Directors of the Company have submitted a declaration that each of them meets the criteria
of Independence as provided in Section 149(6) of the Act and there has been no change in the
circumstances which may affect their status as Independent Director during the year.
Tha frJ I r*\A/i r*rr oro fho Y a\ / l\/l -3 r\ -nrTori ra I Dorcnnnol fho C m non\/'
|
|Sr. No.
|
Name
|
DIN
|
Resignation
|
|
1.
|
Ankush Bakshi
|
02547254
|
Managing Director
|
|
2.
|
Anuj Bakshi*
|
02500120
|
Executive Director
|
|
3.
|
Sharad Agarwal**
|
-
|
Chief Financial Officer
|
|
3.
|
Pankaj Khanna*
|
-
|
Company Secretary
|
* Mr. Anuj Bakshi resigned from his post of Chief Financial Officer of the Company w.e.f. 01.08.2024
** Mr. Sharad Agarwal was appointed as the Chief Financial Officer of the Company on 02.08.2024
None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of
the Companies Act, 2013 and a certificate dated 28th May, 2025 received from Ms. Puja Pujari, Company
Secretary in Practice and Proprietor of Puja Pujari & Associates, certifying that none of the Directors on
the Board of the Company have been debarred or disqualified from being appointed or continuing as
Directors of the Company by SEBI/Ministry of Corporate Affairs or any such statutory authority is
annexed to the Corporate Governance Report.
The details regarding remuneration to Directors are shown separately in MGT-9 attached as Annexure - B
which forms part of the Directors Report.
The Company has put in place a structured familiarisation programme for its Independent Directors to
understand the Company's business model, operations, regulatory environment, and their roles and
responsibilities as Independent Directors. During the year under review, the Independent Directors were
provided with periodic presentations on the Company's financial performance, business updates, risk
management framework, compliance requirements, and other relevant aspects. This enables them to
contribute effectively to the Board's deliberations and decisions.
The Board has constituted a Corporate Social Responsibility ("CSR") Committee in terms of the provisions
of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules,
2014 on 25th May, 2022. The CSR Policy and the Annual Report on CSR for the year ended March 31st
March, 2025 have been annexed to the Directors Report as Annexure - C and Annexure - D respectively.
The Company's Policy relating to appointment of Directors, payment of Managerial remuneration,
Directors' qualifications, positive attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - E and is attached to
this report.
Pursuant Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, detailed statement is attached as Annexure - F.
There is no employee whose remuneration exceeds the limits prescribed under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Pursuant to Section 139 and 142 of the Companies Act, 2013 and Rules made thereunder, M/s JKSS &
Associates (Formerly J.K. Sarawgi & Company), Chartered Accountants (ICAI Firm Registration No.
006836C) were re-appointed as Statutory Auditors for a second term of 5 consecutive years from the
conclusion of 11th Annual General Meeting until the conclusion of the 16th Annual General Meeting.
The members of the Company have approved the re-appointment M/s JKSS & Associates (Formerly J.K.
Sarawgi & Company), Chartered Accountants as the Statutory Auditors of the Company at the 11th AGM
held on 22nd September, 2023.
The statutory auditors have given unqualified opinion on the financial statements for the financial year
ended 31st March, 2025.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the
Board based on the recommendation of the Audit as well as Nomination and Remuneration Committee
has approved the appointment of Mr. Anurag Fatehpuria, a Peer Reviewed Practicing Company Secretary
(Peer Review No. 3367/2023) for conducting secretarial audit of the Company for a term of 5 (five)
consecutive years commencing from FY 2025- 26 to FY 2029-30. The aforesaid appointment is subject to
approval of the members at the ensuing AGM.
In addition, Ms. Puja Pujari, Practicing Company Secretary and Proprietor of Puja Pujari & Associates,
having office at 2, Nawab Lane, Kolkata - 700001 has been appointed as Secretarial Auditors of the
Company for financial year ended 31st March, 2025. The Secretarial Audit Report received from the
Secretarial Auditor is annexed to this report marked as Annexure - H and forms part of this report.
As per directives of the Central Government and in pursuance to the provisions of Section 148 of the
Companies Act, 2013 read with rules framed there under, the Company is not required to carry out an
audit of cost accounts.
Pursuant to the provisions of Section 138(1) of the Companies Act, 2013 Company has appointed M/s
Swapan & Associates, Chartered Accountants as the Internal Auditors of the Company to conduct the
internal audit of the Company. The Audit Committee reviews the observations made by the Internal
Auditors in their report on quarterly basis and makes necessary recommendations to the management.
The Statutory Auditors of the Company in their Independent Audit Report for the financial year ended
31st March, 2025 has not made any audit qualification, reservations or adverse remarks.
Further, the Secretarial Audit Report for the year ended 31st March, 2025 contains no qualifications,
reservations or adverse remarks.
There have been no frauds reported by the Auditors of the Company to the Audit Committee or the
Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial
year.
Your Directors confirm that Company has complied with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.
In compliance with Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR)
Regulations, 2015, Company has established a strong vigil mechanism and adopted a Whistle Blower/Vigil
Mechanism Policy. This policy oversees through the committee, the genuine concerns expressed by the
employees and other Directors. The policy enables employees to report concerns related to fraud,
malpractice, or any activity contrary to the Company's interests or societal welfare. The policy ensures
protection for employees who report unacceptable or unethical practices, fraud, or legal violations,
shielding them from retaliation.
All cases reported as part of whistle-blower mechanism are taken to their logical conclusion within a
reasonable timeframe. Details of complaints, received and the actions taken, if any, are reviewed by the
Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time
to time. The Company has also provided direct access to the chairman of the Audit Committee on
reporting issues concerning the interests of co-employees and the Company.
The policy on vigil mechanism is attached with this report as Annexure - G and is also available on the
website of the company at www.northernspirits.co.in
Management and Business Risk Evaluation is an ongoing process within the Organization. The Company
has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the business and functions are systematically addressed through
mitigating actions on a continuing basis. At present the Company has not identified any element of risk
which may threaten the business or existence of the Company.
The key business risks, which in the opinion of the Board may threaten the existence of the Company,
along with mitigation strategies adopted by the Company are enumerated herein below:
|
|Sr. No.
|
Type of Risk
|
Nature of Risk
|
Risk Mitigation Measures
|
|
1.
|
Competition Risk
|
The market of liquor industry is
rapidly evolving and the growth
potential is likely to draw
increased competition
internationally as well as
domestically and the Company
expects that competition will
continue to intensify due to new
and varied product launches.
|
The Company has a robust
nationwide distribution market.
The brands have a very strong
loyalty and steps have been taken
to maintain the supply of the high
contribution brands in the most
profitable markets.
|
|
2.
|
Regulatory Risk
|
The liquor industry is a high-risk
industry, primarily on account of
the high taxes and innumerable
regulations governing it. As a
result, liquor companies suffer
from low pricing flexibility and
have underutilized capacities,
which, in turn, lead to low
margins. Any changes in state-
specific regulations or lapses in
compliance could disrupt
operations, delay product
movement, and adversely impact
the Company's profitability and
overall business performance.
|
Company ensures compliance with
the applicable rules and
regulations in all the States where
it is present. It also ensures that
strong backup methods are in
place to counter any adverse or
abnormal situation that might
affect the industry.
|
|
3.
|
Cyber Security Risk
|
This risk can also be called data
security and information breach.
|
Company has a centralized
inventory established for all IT
|
| |
|
It causes financial loss,
operational disruption as well as
reputational damage to the
Company.
|
managed applications and
infrastructure servers and also for
managing all critical information
assets. Company regularly
conducts use of machine learning
and threat intelligence to detect
and block sophisticated threats. All
servers, network devices are
patched on regular basis. It also
conducts mandatory global e¬
learning and regular phishing
exercises for all employees to
educate them about Cyber Security
Risk.
|
|
4.
|
Compliance Risk
|
Compliance risk involves the risk
of facing legal, financial or
reputational repercussions due to
non-compliance with regulations,
laws, internal policies and
industry standards.
|
Company has implemented
effective controls, systems,
policies, and procedures to ensure
identification, assessment and
management of compliance risks
on an ongoing basis. Company is
committed to maintaining the
highest standards of compliance by
aligning the performance
objectives with regulatory
compliance requirements.
|
|
5.
|
Economic Risk
|
A slowdown in global economic
growth, driven by ongoing
geopolitical tensions, may reduce
consumer's disposable income
and dampen demand in the
industry. This could adversely
impact the Company's financial
performance.
|
The Company leverages its robust
business model and diverse
premium product portfolio, which
provides resilience during
macroeconomic slowdowns. Its
wide-reaching distribution network
and sound financial position
further enhance stability and
enable quick market
responsiveness.
|
|
6.
|
Inflation risk
|
Your Company like other
companies is part of Indian
economy and is facing risk of
inflation and high fluctuation in
commodity prices.
|
The Company's long-standing
relationship with most suppliers
ensures steady availability of
products at competitive prices.
|
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board
and all employees in the course of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the
Board has laid down the directives to counter such acts. The code laid down by the Board is known as
"Code of Conduct for Board of Directors & Senior Management Personnel". The Code has been hosted
on the Company's website at www.northernspirits.co.in
The Code lays down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members
and the Senior Management personnel have confirmed compliance with the Code. All Management Staff
were given appropriate training in this regard.
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
Board is responsible for implementation of the Code. The Code has been posted on the Company's
website at www.northernspirits.co.in
All Board of Directors and the designated employees have confirmed compliance with the Code.
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees. Your Company has zero tolerance for
sexual harassment at workplace and it has adopted a Policy for the prevention, prohibition and redressal
of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed
thereunder. As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted Internal Complaint Committee ("ICC") to redress the complaints received regarding sexual
harassment. During the year under review, no cases were reported to the ICC.
Also, there were no instances of child labour/ forced labour/ involuntary labour and discriminatory
employment during the year.
(i) Audit Committee
The Audit Committee of the Company as on the date of this report is constituted of following Directors:
|
Names
|
Designation
|
Category
|
|
Mr. Sathvik Jain
|
Chairperson
|
Independent
|
|
Mrs. Malti Jaiswal
|
Member
|
Independent
|
|
Mr. Ankush Bakshi
|
Member
|
Executive
|
(ii) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company as on the date of this report is
constituted of following Directors:
|
Names
|
Designation
|
Category
|
|
Mr. Jagjit Singh Kochar*
|
Chairperson
|
Independent
|
|
Mr. Arihant Jain#
|
Chairperson
|
Independent
|
|
Mrs. Malti Jaiswal
|
Member
|
Independent
|
|
Mr. Sathvik Jain
|
Member
|
Independent
|
* Since Mr. Jagjit Singh Kochar has resigned from the Company on 06.08.2024 his chairmanship from the
Committee also relinquished
# Mr. Arihant Jain, Independent Director of the Company was inducted into the Committee as a
Chairperson
(iii) Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Company as on the date of this report is constituted of
following Directors:
|
Names
|
Designation
|
Category
|
|
Mrs. Malti Jaiswal
|
Chairperson
|
Independent
|
|
Mr. Jagjit Singh Kochar*
|
Member
|
Independent
|
|
Mr. Dinesh Shaw#
|
Member
|
Independent
|
|
Mr. Sathvik Jain
|
Member
|
Independent
|
* Since Mr. Jagjit Singh Kochar has resigned from the Company on 06.08.2024 his membership from the
Committee also relinquished
#Mr. Dinesh Shaw was appointed as an Independent Director of the Company on 02.11.2024 and
therefore inducted into the Committee as a Member
(iv) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of the Company as on the date of this report is
constituted of following Directors:
|
Names
|
Designation
|
Category
|
|
Mr. Sathvik Jain
|
Chairperson
|
Independent
|
|
Mrs. Kanika Bakshi
|
Member
|
Executive
|
|
Mrs. Roshni Bakshi
|
Member
|
Executive
|
No unclaimed dividend and shares were required to be transferred to IEPF during the year ended 31st
March, 2025 to IEPF pursuant to section 124 of the Act.
During the year, the Company has neither made any application nor any proceedings are pending under
the Insolvency and Bankruptcy Code, 2016.
During the year, no one-time settlement was made with respect to any amount of loan raised by the
Company from any banks or financial institution.
The Equity Shares of the Company are listed in BSE Limited, Mumbai. The Listing Fee has been paid to the
Stock Exchanges for the FY 2025-26. The ISIN No. of the Company is INE01BL01012.
The Company is committed to maintain transparency in its operations & hence it complies with the
Corporate Governance requirements.
The Corporate Governance Report as per Schedule V(C) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and requisite Certificate of Compliance from Statutory Auditor
regarding compliance of conditions of Corporate Governance are annexed and forms part of the Annual
Report.
The Management Discussion and Analysis Report of the Company comprising of management perception,
risks and concerns, internal control systems are annexed and forms part of the Annual Report and is
annexed to the report as Annexure - I.
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, as amended, Company does not fall under
the category of top 1000 listed entities based on market capitalization and therefore exempt from
including the Business Responsibility and Sustainability Report (BRSR) as part of the Annual Report for the
financial year 2024-25.
? There were no significant and material orders issued against the Company by a regulating
authority or court or tribunal that could affect the going concern status and Company's operation
in future.
? The assets of your Company have been adequately insured.
? The Company has a functional website i.e. www.northernspirits.co.in The website contains all
basic information about the Company - details of its Business, Financial Information,
Shareholding Pattern, Contact Information of the Designated Official of the Company who is
responsible for assisting and handling investors grievances and such other details as may be
required under Regulation 46(2) of the SEBI Listing Regulations, 2015. The Company ensures that
the contents of this website are periodically updated.
? Your Company has prepared the financial statements in accordance with the applicable Indian
Accounting Standards.
? Your Company's equity shares are in Demat form only. The Company has appointed National
Securities Depository Limited (NSDL) as designated depository to the Company.
The Board of Directors place on record their sincere gratitude and appreciation for all the employees at
all levels for their hard work, commitment, solidarity, co-operation and dedication during the year for the
growth of the Company.
The Directors also acknowledge the guidance and assistance from regulatory authorities, including SEBI,
Stock Exchanges and other Central and State Government agencies.
The Directors also wish to place on record their deep sense of acknowledgement to the esteemed
shareholders for their continued support and encouragement for the Company.
For and on Behalf of the Board of Directors
s/d-
Ankush Bakshi
Place: Kolkata Managing Director
Date: 28th May, 2025 DIN: 02547254
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