Dear Members,
The Board of Directors of Nazara Technologies Limited ("The
Company" or "Your Company" or "Nazara") are
pleased to present the 24th Annual Report on the business operations and state of affairs
of the Company together with the Audited (Consolidated and Standalone) Financial
Statements for the Financial Year ended March 31, 2023.
Financial Performance:
The summary of the Company's financial performance on a
consolidated and standalone basis, for the Financial Year 2022-23 as compared to the
previous Financial Year 2021-22 is as follows:
(Rs in million)
PARTICULARS |
Consolidated |
Standalone |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Continuing Operations |
|
|
|
|
Revenue from Operations |
10,910 |
6,217 |
230 |
204 |
Less: Total Expenditure |
10,517 |
5,754 |
709 |
676 |
Profit/ (Loss) before tax & exceptional items |
888 |
699 |
(212) |
(346) |
Exceptional items |
- |
- |
- |
- |
Profit/ (Loss) before tax |
888 |
699 |
(212) |
(346) |
Less: Tax expenses |
254 |
192 |
28 |
(8) |
Profit/ (Loss) alter tax from continuing operations |
634 |
507 |
(240) |
(338) |
Discontinued Operations |
|
|
|
|
Profit/ (Loss) from discontinued operations |
(20) |
- |
- |
- |
Tax expense of discontinued operations |
- |
- |
- |
- |
Profit/ (Loss) after tax from discontinued operations |
(20) |
- |
- |
- |
Profit/ (Loss) for the year |
614 |
507 |
(240) |
(338) |
Equity Share Capital |
265 |
130 |
265 |
130 |
Other Equity |
10,784 |
10,283 |
8,894 |
8,857 |
Net Block |
5,831 |
4,251 |
9 |
27 |
Net Current Assets |
9,974 |
9,154 |
3,385 |
3,952 |
Cash and Cash Equivalents (including bank balances) |
3,292 |
3,228 |
1,007 |
285 |
Earnings/ (Loss) per share (in Rs) (For continuing
operations) |
|
|
|
|
Basic |
6.29 |
9.09 |
(3.64) |
(5.41) |
Diluted |
6.27 |
9.09 |
(3.64) |
(5.41) |
Earnings/ (Loss) per share (in Rs) (For discontinuing
operations) |
|
|
|
|
Basic |
(0.31) |
- |
- |
- |
Diluted |
(0.31) |
- |
- |
- |
Business Overview:
The Company is India's only listed gaming / e-sports Company with
majority ownership of number of leading gaming & e-sports brands with presence in
India, United States of America (USA) and other global markets. In e-sports, Nazara has
India's leading esports platform - Nodwin; PublishME in the Turkey / MENA market; and
Sportskeeda and Pro Football Network in the Sports Media Space. The Company's
offerings across the interactive gaming segments include gamified early learning
ecosystems Kiddopia and Animal Jam which are global leaders in their respective segments;
India's most popular cricket simulation franchise World Cricket Championship (WCC);
Classic Rummy and Halaplay in the Indian Real Money Gaming segment; and a wide portfolio
of casual games distributed through telco partnerships in many emerging markets. In
addition, the Company controls Datawrkz, a digital adtech company which supports its other
portfolio companies as well as external clients for demand-side user acquisition and
supply-side ad monetisation services.
During the financial year under review, on Standalone basis the Company
has registered a turnover of ' 230 million as against ' 204 million in the previous year.
The other income stood at ' 267 million as against ' 126 million in the previous year. The
total expenditure stood at ' 709 million as against ' 676 million in the previous year.
Your Company had registered a total comprehensive loss of ' 242 million for the financial
year ended on March 31, 2023 as against comprehensive loss of ' 340 million in the
previous year.
The operating and financial performance of your Company for the
financial year under review has been further stated / covered in the Management Discussion
and Analysis Report (MD&A Report) which forms part of the Annual Report.
Dividend:
In view of the losses during the financial year under review and in
order to conserve the resources for the business requirements of the Company, the Board of
Directors have not recommended any dividend for the financial year ended March 31, 2023.
The Dividend Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time ("Listing Regulations") is
available on the Company's website at https://www.
nazara.com/wp-content/uploads/2021/03/Dividend-Distribution-Policy.pdf
Transfer to Reserves:
No amount has been transferred to the General Reserves of the Company
for the financial year ended March 31, 2023.
Subsidiaries, Associates & Joint Venture:
As on March 31, 2023, the Company has 29 (Twenty-nine) subsidiaries
including 12 (Twelve) direct subsidiaries, 17 (Seventeen) step-down subsidiaries and 02
(Two) associates companies. As on March 31, 2023, there is no Joint Venture. The detailed
list of subsidiaries and associates as on March 31, 2023, is provided as Annexure 1. There
has been no material change in the nature of the business activities of the subsidiaries
and associates.
During the financial year under review, the following additional
investments / acquisitions / disinvestments (changes) have happened in the subsidiaries /
associates:
On April 14, 2022, the Company acquired 22,499 equity shares of
' 1/- each of Datawrkz Business Solution Private Limited ("Datawrks") along with
its subsidiaries, representing 33% of the equity share capital of Datawrkz on a fully
diluted basis. The total consideration for this acquisition amounted to ' 599.99 million.
The consideration was discharged partly in cash, amounting to ' 350 million, and partly
through issuance and allotment of 1,10,617 equity shares of ' 4/- each of the Company at a
price of ' 2,260/- per share. Furthermore, on December 26, 2022, the Company has exercised
its rights to acquire an additional 22% of the equity share capital of Datawrkz, on fully
diluted basis. This second tranche of the acquisition is expected to close in the FY
2023-24.
On April 20, 2022, the Company acquired an additional 71 equity
shares of ' 10/- each of Paper Boat Apps Private Limited ("Paper Boat"), a
material subsidiary of the Company. The total consideration for this acquisition amounted
to ' 9,99,99,950/-. As a result of this acquisition, the Company's aggregate holding
of equity share in Paper Boat increased to 51.58%.
On April 22, 2022, Nodwin Gaming Private Limited, a material
subsidiary of the Company, acquired 35% equity stake in Brandscale Innovations Private
Limited ("Brandscale"). This acquisition was executed through the subscription
of 567 equity shares of ' 100/- each of Brandscale. The total consideration for this
transaction amounted to ' 10,01,60,550/-.
On May 04, 2022, Nodwin Gaming Private Limited, a material
subsidiary of the Company, acquired an additional 19,995 equity shares of ' 10/- each of
Superhero Brands Private
Limited ("Planet Superheroes"). This acquisition was made
through acquisition of its equity stake. The total consideration for this transaction
amounted to ' 3,49,21,250/-. As a result of this acquisition, Nodwin Gaming Private
Limited's aggregate holding in Planet Superheroes increased to 71.3% of equity on a
fully diluted basis.
On July 01, 2022, the Company subscribed to 10,000 Optionally
Convertible Debentures of ' 10,000/- each issued by Brandscale Innovations Private
Limited. The total aggregate amount for this subscription was ' 10,00,00,000.
On August 29, 2022, Nazara Technologies FZ LLC ("Nazara
Dubai"), a wholly owned subsidiary of the Company, incorporated a new wholly owned
subsidiary called "WildWorks Holdco Inc." a State of Delaware Corporation,
United States. Additionally, on the same date, WildWorks Holdco, Inc. established a
special purpose vehicle named "WildWorks Acquisition Sub Inc." a State of
Delaware Corporation, United States.
Following the incorporation, on August 29, 2022, WildWorks Acquisition
Sub, Inc. entered into an Agreement and Plan of Merger with WildWorks Inc. and WildWorks
Holdco Inc. The purpose of this agreement was the acquisition of 100% share capital of
WildWorks Inc. from its existing stockholders through a merger between WildWorks
Acquisition Sub, Inc. and WildWorks Inc. As a result of the merger between WildWorks
Acquisition Sub, Inc. and WildWorks Inc., WildWorks Acquisition Sub Inc. ceased to exist.
Consequently, WildWorks Inc., became a wholly owned subsidiary of WildWorks Holdco Inc.
and a step- down subsidiary of both the Company and Nazara Dubai, effective from August
29, 2022.
On September 30, 2022, the Board of Directors of Halaplay
Technologies Private Limited ("Halaplay"), a subsidiary of the Company, and
Openplay Technologies Private Limited ("Openplay"), a wholly-owned subsidiary of
the Company, convened meetings and approved a Scheme of Arrangement ("Scheme").
The Scheme was approved under Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013. The primary objective of the Scheme is to demerge the Fantasy Sport
Business from Halaplay into Openplay. To proceed with the implementation of the Scheme,
both Openplay and Halaplay have filed an application with the National Company Law
Tribunal (NCLT) in Kolkata on January 26, 2023. The hearing for the scheme is currently
underway at the National Company Law Tribunal (NCLT) in Kolkata.
On September 30, 2022, Nazara Zambia Limited ("NZL"),
then step down subsidiary of the Company, was struck-off from the Register of Companies,
Patents and Companies Registration Agency, Zambia. As a result, NZL ceased to exist as a
step down subsidiary of the Company. It is important to note that NZL was not a material
subsidiary and did not have any business operations. Therefore, the striking-off of NZL
does not have any impact on the turnover or revenue of the Company.
Nazara Uganda Limited ("NUL"), a step-down subsidiary
of the Company incorporated in Uganda, has been dissolved on November 8, 2022 and ceased
to exist as a step down subsidiary of the Company. It is important to note that NUL was
not a material subsidiary and did not have any business operations. Therefore, the
dissolution of NUL does not have any impact on the turnover or revenue of the Company.
On November 15, 2022, the Company acquired an additional 12,323
equity shares of ' 1/- each in Absolute Sports Private Limited, a material Subsidiary of
the Company. The total aggregate consideration for this acquisition amounted to '
19,99,89,967/-. As a result of this acquisition, the Company's equity holding in
Absolute Sports Private Limited increased from 65.00% to 70.71% on fully diluted basis and
consequent to the buyback of 9995 fully paid up equity shares of Re. 1/- each at a price
of Rs. 16,229/- per equity share for a consideration amounting to Rs. 16,22,08,855/- , in
cash, by Absolute Sports Private Limited from its existing shareholders, on proportionate
basis, the Company's equity stake stands increased from 70.71% to 74.15%, on fully
diluted basis, in Absolute Sports Private Limited.
On March 02, 2023, Absolute Sports Private Limited, a material
Subsidiary of the Company, made an initial investment in Sportskeeda Inc., an entity based
in Delaware, United States. This investment was made by subscribing to initial capital
contribution of 1,00,00,000 shares of US$ 0.0001/- per share of Sportskeeda Inc. The total
consideration for this investment amounted to US$ 1000, which was paid in cash. As a
result of this transaction, Sportskeeda Inc., became a wholly owned subsidiary of Absolute
Sports Private Limited and step down subsidiary of the Company.
On March 31, 2023, Nazara Pte Limited, a wholly owned subsidiary
of the Company, entered into a definitive agreement with Adbox Bangladesh to transfer its
existing 100% stake in Nazara Bangladesh Limited. As a result of this transaction, Nazara
Bangladesh Limited ceased to exist as a step-down subsidiary of Nazara Pte Limited and the
Company, effective from March 31, 2023. It is important to note that Nazara Bangladesh
Limited had no revenues or business operations. Therefore, the cessation of Nazara
Bangladesh Limited does not have any impact on the turnover or revenue of the Company.
On March 31, 2023, NZMobile Kenya Limited ("NZMobile")
entered into a definitive agreement for the termination of the shareholder's
agreement dated May 11, 2018, and subsequent amendments. This agreement was originally
entered into between NZMobile, Cross Gate Limited, and the Company. Under the terms of the
agreement, NZMobile had the rights to appoint a majority of directors on the Board of
NZWorld Kenya Limited. However, as a result of the termination of this shareholder's
agreement, NZWorld Kenya Limited ceased to be a subsidiary of NZMobile and a step-down
subsidiary of Nazara Pte Limited and the Company, effective from March 31, 2023. It is
important to note NZWorld Kenya Limited had no revenues or business operations. Therefore,
its cessation of NZWorld Kenya Limited does not have any impact on the turnover or revenue
of the Company.
Subsequent to the Balance Sheet Date till the date of the Report:
On April 06, 2023, Sportskeeda Inc., a wholly-owned Subsidiary
of Absolute Sports Private Limited ("Absolute"), which is a material subsidiary
of the Company, acquired 73.27% of the Capital Stocks of Pro Football Network Inc. The
total consideration for this acquisition amounted to US$ 18,17,090.67/-. As a result of
this acquisition, Pro Football Network Inc. became a subsidiary of Sportskeeda Inc., and a
step down subsidiary of Absolute and the Company.
On April 29, 2023, Nodwin Gaming Private Limited
("Nodwin"), a material subsidiary of the Company, acquired the remaining 8,032
equity shares of ' 10/- each of Superhero Brands Private Limited ("Planet
Superheroes") for a total consideration of ' 1,40,56,000/-. With this acquisition,
Nodwin now holds 100% equity stake, on fully diluted basis, in Planet Superheroes.
Consequently, Planet Superheroes has become a wholly owned subsidiary of Nodwin.
The salient features of the financial statements (highlighting the
financial performance) of the subsidiaries and associates of the Company as required under
Section 129 of the Act read with Rule 5 of Companies (Accounts of Companies) Rules, 2014
in the Form AOC-1 is provided at page no. 275 of the Annual Report. The standalone
financial statements, consolidated financial statements along with relevant documents of
the Company and separate audited financial statements of the subsidiaries and the
associates of the Company are available on the website of the Company at www.nazara.com.
During the year under review, Nodwin Gaming Private Limited, Paper Boat
Apps Private Limited, Absolute Sports Private Limited and Kiddopia INC., USA are the
material unlisted subsidiaries of the Company. The Audit Committee and the Board of the
Company periodically reviews the financial statements, significant transactions of all
subsidiary Companies, and the minutes of the unlisted subsidiary Companies are placed
before the Board of the Company.
Your Company in accordance with the Listing Regulations has formulated
and adopted a Policy for determining material subsidiaries', which is available
on the website of the Company at
https://www.nazara.com/wp-content/uploads/2021/03/Policy-on-Material-Subsidiaries.pdf.
Consolidated Financial Statements:
Your Directors have pleasure in presenting the audited consolidated
financial statements pursuant to Section 129 of the Companies Act, 2013, as amended from
time to time (the "Act") and Regulation 34 of the Listing Regulations. The
Consolidated Financial Statements have been prepared in accordance with the Accounting
Standards prescribed under Section 133 of the Act.
Share Capital:
Authorised Share Capital:
During the financial year under review, the Authorised Share Capital of
the Company has been increased from ' 15,00,00,000/- (Rupees Fifteen Crores Only) divided
into 3,75,00,000 (Three Crores Seventy-Five Lakhs) Equity Shares of ' 4/- (Rupees Four
only) each to ' 30,00,00,000/- (Rupees Thirty Crores only) divided into 7,50,00,000 (Seven
Crores Fifty Lakhs) Equity Shares of ' 4/- /- (Rupees Four only) each.
The aforesaid increase in the Authorised Share Capital was approved by
the Members of the Company through a Postal Ballot on June 17, 2022.
Paid-up Share Capital:
During the financial year under review, the Paid-up Share Capital of
the Company has been increased from ' 13,04,84,908/- (Rupees Thirteen Crores Four Lakhs
Eighty Four Thousands Nine Hundred Eight Only) divided into 3,26,21,227 (Three Crores
Twenty Six Lakhs Twenty One Thousands Two Hundred Twenty Seven) fully paid up Equity
Shares of ' 4/- (Rupees Four only) each to ' 26,46,96,368/- (Rupees Twenty Six Crores
Forty Six Lakhs Ninety Six Thousands Three Hundred Sixty Eight only) divided into
6,61,74,092 (Six
Crores Sixty One Lakhs Seventy Four Thousands Ninety Two) fully paid up
Equity Shares of ' 4/- (Rupees Four only) each.
During the year under review, your Company has made the allotments of
3,35,52,865 Equity Shares on Preferential / Private Placement Basis; Bonus Issue; pursuant
to exercise of options under the Company's ESOP Schemes, as stated hereunder:
Sr. No. Date of Allotment |
Type of Allotment |
Issue Price (In Rs) per Equity Share |
No. of Equity Shares Allotted |
1 April 14, 2022 |
The allotment was made on a preferential/
private placement basis to the shareholders of Datawrkz Business Solutions Private
Limited, namely Senthil Govindan, Mayank Khirwadkar, Arunprabu K, and Garale Vishal
Tukaram, as part consideration for the acquisition of 22,499 equity shares of ' 1/- each
of Datawrkz Business Solutions Private Limited. |
2260 |
1,10,617 |
2 April 27, 2022 |
The allotment was made to the option holders
who had exercised their stock options under Nazara Technologies Employee Stock Option Plan
2017. |
282.91 |
1,00,460 |
3 July 29, 2022 |
The allotment was made pursuant to issuance
of Bonus Share in the ratio of 1:1 i.e. 1 (one) new fully paid up Equity Share of ' 4/ -
each for every 1 (one) existing Equity Share of ' 4/- each held by the eligible Equity
Shareholders. The eligibility of equity shareholders was determined based on their names
appearing in the Register of Members maintained by the Company/Registrar & Share
Transfer Agent or the Register of Beneficial Owners maintained by the Depositories as of
June 27, 2022, which was the record date fixed for the purpose. |
NA |
32,832,304 |
4 July 26, 2022 |
The allotment was made to the option holders
who had exercised their stock options under Nazara Technologies Employee Stock Option Plan
2017. |
141.455 |
90,000 |
5 October 08, 2022 |
The allotment was made to the option holders
who had exercised their stock options under Nazara Technologies Employee Stock Option Plan
2017. |
141.455 |
1,23,574 |
6 January 09, 2023 |
The allotment was made to the option holder
who had exercised their stock options under Nazara Technologies Employee Stock Option
Scheme 2020. |
364 |
2,95,910 |
|
Total |
|
3,35,52,865 |
Employee Stock Options:
The Nomination, Remuneration and Compensation Committee of the Board of
Directors of the Company, inter alia, administers and monitors the Employees' Stock
Option Plans (ESOPs) of the Company. During the year under review, there were no changes
in the ESOP schemes of the Company.
During the year under review, the Company had two operative Employee
Stock Option Schemes namely Nazara Technologies Employee Stock Option Plan 2017
("ESOP 2017") and Nazara Technologies Employee Stock Option Scheme 2020
("ESOP 2020"), collectively referred to as the ESOP Schemes, with an objective
to reward the Eligible Employees for their performance in the Company and to share with
them the wealth created by the Company.
The above-stated both the ESOP Schemes are in line with the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (the "SEBI (SBEB & SE) Regulation"). The Company has obtained the
required certificates from the Secretarial Auditors of the Company, certifying that the
Schemes have been implemented in accordance with the SEBI (SBEB & SE) Regulations and
the resolutions passed by the members. The said certificate is available for inspection by
the members in electronic mode.
Further, during the financial year under review, all the options
granted under these ESOP Schemes have been exercised and consequently the said ESOP
Schemes have been terminated, as decided by the Nomination, Remuneration and Compensation
Committee and the Board in their respective meetings held on May 09, 2023.
The details of ESOP Schemes as required to be disclosed under the SEBI
(SBEB & SE) Regulations can be accessed at https://www.nazara.com/?page_id=5554.
Public Deposits:
During the financial year under review, your Company has not accepted
any deposits within the meaning of Sections 73 and 76 of the Act read with Companies
(Acceptance of Deposits) Rules, 2014 as amended from time to time.
Particulars of Loans, Guarantees or Investments:
The particulars of loans given, guarantees given, investments made and
securities provided by the Company during the financial year under review, are in
compliance with the provisions of Section 186 of the Act and the Rules made thereunder and
details are given in the Notes to the Accounts of the Standalone Financial Statements
which forms part of the Annual Report. All the loans given by the Company to the bodies
corporate are towards business purposes.
Particulars of Contracts or Arrangements with the Related Parties:
All the transactions entered during the financial year under review
with the related parties referred to in Section 188 of the Act were in the ordinary course
of the business and on the arm's length basis and are reported /stated in the Notes
to the Accounts of the Standalone Financial Statements of the Company which forms part of
the Annual Report. Accordingly, the disclosure of Related Party Transactions as required
under Section 134 of the Act is not applicable.
The Policy on Materiality of Related Party Transactions and on dealing
with Related Party Transactions as approved by the Board from time to time is available on
the Company's website and can be accessed at
https://www.nazara.com/wp-content/uploads/2022/06/Policy-on-
Related-Party-Transactions.pdf.
Directors and Key Managerial Personnel:
As on March 31, 2023, the Board of Directors (the "Board") of
your Company comprises of 07 (Seven) Directors comprising of a Managing Director, a Joint
Managing Director & Chief Executive Officer ("CEO") and 05 (Five)
Non-Executive Directors [04 (Four) Independent Directors including 01 (One) Woman
Independent Director]. The constitution of the Board of the Company is in accordance with
requirements of Section 149 of the Act and Regulation 17 of the Listing Regulations.
Based on the written representations received from the Directors, none
of the Directors of the Company is disqualified under Section 164 of the Act.
Independent Directors:
The Company has received requisite declarations from the Independent
Directors confirming that they meet the criteria of Independence as prescribed under
Section 149 of the Act read with the Rules framed thereunder and Regulation 16 of the
Listing Regulations.
The Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, and reimbursement
of out of pocket expenses, if any, incurred by them for the purpose of attending meetings
of the Company. The Independent Directors have also confirmed that they have registered
their names in the data bank of Independent Directors maintained with / by the Indian
Institute of Corporate Affairs.
I n the opinion of the Board, there has been no change in the
circumstances which may affect the status of Independent Directors as an Independent
Director of the Company and the Board is satisfied with the integrity, expertise, and
experience including proficiency, in terms of Section 150 of the Act and the Rules made
thereunder.
During the year under review, on the basis of recommendation of the
Nomination, Remuneration and Compensation Committee as well as the Board of Directors of
the Company Probir Kumar Roy (DIN: 00111961), Shobha Haresh Jagtiani (DIN: 00027558) and
Sasha Gulu Mirchandani (DIN: 01179921), Independent Directors were re-appointed as
Independent Directors for a second term of 05 (Five) consecutive years w.e.f. January 04,
2023 at the Extra-Ordinary General Meeting (the "EOGM") of the Members of the
Company held on December 30, 2022 through Video Conferencing / Other Audio Video Visual
Means ("VC/OAVM") by way of passing Special Resolutions.
Managing Director, Joint Managing Director & Chief Executive
Officer:
During the year under review, on the basis of recommendation of the
Nomination, Remuneration and Compensation Committee, Audit Committee and the Board of
Directors of the Company:
Nitish Mittersain (DIN: 02347434), the Joint Managing Director
was re-designated as the Joint Managing Director & Chief Executive Officer (CEO) of
the Company with effect from December 01, 2022; and
Vikash Pratapchand Mittersain (DIN: 00156740), the Managing
Director and Nitish Mittersain (DIN: 02347434), the Joint Managing Director & Chief
Executive Officer (CEO) (re-designated) of the Company were re-appointed as such for a
term of 5 years with effect from January 17, 2023 at the Extra-Ordinary General Meeting of
the Members of the Company held on December 30, 2022 through VC/OAVM by way of passing
Special Resolutions.
Retirement by Rotation:
Rajiv Agarwal (DIN: 00379990) a Director (Non-Executive, Non-
Independent Director) of the Company, is liable to retire by rotation at the ensuing
Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A
resolution seeking shareholder's approval for his re-appointment along with the
required details are stated in the Notice of the 24th AGM.
Key Managerial Personnel:
During the year under review, Manish Agarwal, the Chief Executive
Officer of the Company has resigned w.e.f. December 01, 2022 and Nitish Mittersain (DIN:
02347434), the Joint Managing Director has been re-designated as the Joint Managing
Director & Chief Executive Officer (the "CEO") of the Company.
The Board places on record its appreciation for Manish Agarwal for his
contribution during his tenure as the CEO of the Company.
As on March 31, 2023, Vikash Mittersain, the Chairman & Managing
Director, Nitish Mittersain, the Joint Managing Director & Chief Executive Officer,
Rakesh Shah, the Chief Financial Officer and Pravesh Palod, the Company Secretary &
Compliance Officer are the Key Managerial Personnel (KMPs) of the Company in accordance
with the provisions of Section 203 of the Act.
Evaluation of the Performance of the Board:
The Nomination, Remuneration and Compensation Committee of the Company
has laid down the criteria for performance evaluation of the Board and individual
directors including the Independent Directors and Chairperson covering various aspects of
the Board's functioning such as adequacy of the composition of the Board and its
committees, Board Culture, execution and performance of specific duties, obligations and
governance. It includes circulation of evaluation forms separately for evaluation of the
Board, its Committees, Independent Directors/Non-Executive Directors / Executive Directors
and the Chairman of your Company. In a separate meeting of Independent Directors which was
held on May 08, 2023, performance of Non-Independent Directors, the Board as a whole
(including the Committees) and the Chairman of the Company, was evaluated and discussed
taking into account the views of Executive Directors and Non- Executive Directors, in
terms of the provisions of the Act, the Listing Regulations and the Guidance Note issued
by the Securities and Exchange Board of India in this regard.
At the Board Meeting that followed the meeting of the Independent
Directors and meeting of Nomination, Remuneration and Compensation Committee, the
performance of the Board, its Committees, and individual directors was also discussed.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Directors being evaluated.
Number of Board Meetings held:
During the year under review, the Board of Directors met 09 (Nine)
times, as per the details given in the Corporate Governance Report. The intervening gap
between two consecutive meetings was within the period prescribed under the Act, the
Secretarial Standards on Board Meetings issued by the Institute of Company Secretaries of
India (ICSI) and the Listing Regulations.
Remuneration Policy:
The Nomination and Remuneration Policy of the Company on remuneration
and other matters including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section (3) of Section 178
of the Act, is placed on the website of the Company at
https://corp.nazara.com/wp-content/uploads/2021/03/Nomination-
and-Remuneration-Policy.pdf.
Committees of the Board:
The Board of your Company have formed various Committees, as per the
provisions of the Act and the Listing Regulations and as a part of the best Corporate
Governance practices, the terms of reference and the constitution of those Committees is
in compliance with the applicable laws.
In order to ensure focused attention on the business and for better
governance and accountability, the Board has constituted the following Committees:
a) Audit Committee
As on March 31, 2023, the Audit Committee comprises of the following
members:
Sr. No Name of the Member |
Designation |
1 Kuldeep Jain |
Independent, Non-Executive (Chairman) |
2 Probir Kumar Roy |
Independent, Non-Executive |
3 Shobha Haresh Jagtiani |
Independent, Non-Executive |
4 Nitish Mittersain |
Non-Independent, Executive Director |
The Company Secretary & Compliance Officer of the Company act as
the Secretary of the Audit Committee.
During the year under review, there was no change in the constitution
of the Audit Committee. The Board in its meeting held on May 09, 2023 has revised /
updated the scope / term of reference of the Audit Committee.
The details with respect to the Composition, powers, revised / updated
roles and terms of reference, etc. of the Audit Committee are given in the "Corporate
Governance Report" which is presented in a separate section and forms part of the
Board's / Annual Report.
Vigil Mechanism / Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy and has established the
necessary vigil mechanism for Directors and Employees in confirmation with Section 177 of
the Act and the Rules framed thereunder and Regulation 22 of the Listing Regulations to
report concerns about unethical behavior.
The Policy enables the Directors, employees and all the stakeholders of
the Company to report genuine concerns (about unethical behaviour, actual or suspected
fraud, or violation of the Code) and provides for adequate safeguards against
victimisation of persons who use such mechanism and makes provision for direct access to
the Chairman of the Audit Committee.
The Audit Committee of the Company oversees / supervise a Vigil
Mechanism / a Whistle Blower Policy of the Company.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. During the year under review, no person
was denied access to the Chairman of the Audit Committee.
Under the Whistle Blower Policy, confidentiality of those reporting
violation(s) is protected and they shall not be subject to any discriminatory practices.
The Policy is uploaded on the Company's website at www.nazara.com and can be accessed
at https://www.nazara. com/wp-content/uploads/2021/03/Whistle-Blower-Policy.pdf.
b) Nomination, Remuneration and Compensation Committee:
As on March 31, 2023, the Nomination Remuneration & Compensation
Committee (the "NRC") comprises of the following members
Sr. No Name of the Members |
Designation |
1 Probir Kumar Roy |
Independent, Non-Executive (Chairman) |
2 Shobha Haresh Jagtiani |
Independent, Non-Executive |
3 Kuldeep Jain |
Independent, Non-Executive |
During the year under review, there was no change in the constitution
& scope/ terms of reference of the NRC.
The details with respect to the Composition, powers, roles, terms of
reference, etc. of the NRC are given in the "Corporate Governance Report" which
is presented in a separate section and forms part of the Board's / Annual Report.
c) Corporate Social Responsibility Committee:
As on March 31, 2023, the Corporate Social Responsibility Committee
(the "CSR") comprises of the following members:
Sr. No Name of the Members |
Designation |
1 Vikash Mittersain |
Non-Independent, Executive (Chairman) |
2 Nitish Mittersain |
Non-Independent, Executive |
3 Shobha Haresh Jagtiani |
Independent, Non-Executive |
4 Sasha Gulu Mirachandani |
Independent, Non-Executive |
The Company Secretary & Compliance Officer of the Company act as a
Secretary of the CSR.
During the year under review, there was no change in the constitution
& scope/ terms of reference of the CSR.
The details with respect to the Composition, powers, roles, terms of
reference, etc. of the CSR are given in the "Corporate Governance Report" which
is presented in a separate section and forms part of the Board's / Annual Report.
During the financial year 2022-23, the Company on a voluntary basis
(and not statutorily required under the applicable provisions of Section 135 of the Act
and the Rules made thereunder) has made CSR contributions / Expenditure basis directly and
through philanthropic arms viz. ' 6,15,693/- (Rupees Six Lakhs Fifteen Thousand Six
Hundred and Ninety-Three Only). The CSR Projects of the Company largely focuses on the
broad areas such as sustainable livelihood, quality education, women empowerment etc.
CSR Report:
The CSR Report on the activities undertaken during the year is provided
as Annexure 2 to the Report. The CSR Policy is available on the website of the
Company's website at www.nazara.com and can be accessed at
https://www.nazara.com/wp-content/
uploads/2021/06/Corporate-Social-Responsibility-Policy.pdf.
d) Stakeholders Relationship Committee:
As on March 31, 2023, the Stakeholders' Relationship Committee
(the "SRC") comprises of the following members:
Sr. No Name of the Members |
Designation |
1 Shobha Haresh Jagtiani |
Independent, Non-Executive (Chairperson) |
2 Probir Kumar Roy |
Independent, Non-Executive |
3 Vikash Mittersain |
Non-Independent, Executive |
The Company Secretary & Compliance Officer of the Company act as
the Secretary of the SRC.
During the year under review, there was no change in the constitution
& scope/ terms of reference of the Stakeholders' Relationship Committee.
The details with respect to the Composition, powers, roles, terms of
reference, etc. of the SRC are given in the "Corporate Governance Report" which
is presented in a separate section and forms part of the Board's / Annual Report.
e) Risk Management Committee:
As on March 31, 2023, the Risk Management Committee (the
"RMC") comprises of the following members:
Sr. No Name of the Members |
Designation |
1 Shobha Jagtiani |
Non-Executive, Independent (Chairperson) |
2 Nitish Mittersain |
Executive, Non-Independent |
3 Rakesh Shah |
Chief Financial Officer |
The Company Secretary & Compliance Officer of the Company act as
the Secretary of the RMC.
Pursuant to provisions of Regulation 21 of the Listing Regulations, the
Company has constituted a RMC and adopted the Risk Management Policy (the
"Policy") to inter alia evaluate and monitor key risks including strategic,
operational, financial, cyber security and compliance risks & framing, implementing,
monitoring and reviewing Risk Management plan, policies, systems and framework of the
Company.
The Policy also provides for identification of possible risks
associated with the business of the Company, assessment of the same at regular intervals
and taking appropriate measures and controls to manage, mitigate and handle them. The key
categories of risk jotted down in the policy are strategic risks, financial risks,
operational that may potentially affect the working of the Company. A copy of the risk
management policy is placed on the website of the Company at www.nazara.com and can be
accessed at https://corp.nazara.
com/wp-content/uploads/2022/03/Risk-Management-Policy.pdf.
The details with respect to the Composition, powers, roles, terms of
reference, etc. of the RMC are given in the "Corporate Governance Report" which
is presented in a separate section and forms part of the Board's / Annual Report.
Internal Financial Control Systems, its adequacy and Risk Management:
Your Company has in place adequate internal financial control system
commensurate with the size of its operations. Internal control systems comprising of
policies and procedures are designed to ensure sound management of your Company's
operations, safe keeping of its assets, prevention and detection of frauds and errors,
optimal utilisation of resources, reliability of its financial information and compliance.
Systems and procedures are periodically reviewed by the Audit Committee to maintain the
highest standards of Internal Control.
During the year under review, no material or serious observation has
been received from the Auditors of your Company citing inefficiency or inadequacy of such
controls. An extensive internal audit is carried out by M/s. R. Jaitlia and Co. (presently
known as M/s. MAKK & Co.), Chartered Accountants and post audit reviews are also
carried out to ensure follow up on the observations made by the Auditors.
Risk Management is an integral part of the Company's business
strategy that seeks to minimise adverse impact on business objectives and capitalise on
opportunities. The Risk Management Committee oversees the risk management framework of the
Company through regular and proactive intervention by identifying risks and formulating
mitigation plans. Further details are provided in the Management Discussion and Analysis
Report Section forming part of this Report.
Business Responsibility and Sustainability Report:
In accordance with the Listing Regulations, the Board of Directors of
the Company has adopted Business Responsibility and Sustainability Policy which is
available on the Company's website and can be accessed at
https://corp.nazara.com/wp-content/uploads/2021/06/Business- Responsibility-Policy.pdf.
The Business Responsibility and Sustainability Report
("BRSR") describing the initiatives taken by the Company from an Environmental,
Social and Governance (ESG) perspective forms an integral part of this Annual Report.
Corporate Governance:
Your Company is fully committed to follow good Corporate Governance
practices and maintain the highest business standards in conducting business. The Company
continues to focus on building trust with shareholders, employees, customers, suppliers
and other stakeholders based on the principles of good corporate governance viz.
integrity, equity, consciences transparency, fairness, sound disclosure practices,
accountability and commitment to values. Your Company is compliant with the provisions
relating to Corporate Governance.
The Report on Corporate Governance, as stipulated under Regulation 34
of the Listing Regulations forms an integral part of this Annual Report. The Report on
Corporate Governance also contains certain disclosures required under the Act and the
Listing Regulations as amended from time to time.
A Certificate from M/s. Manish Ghia & Associates, the Secretarial
Auditors of the Company confirming compliance to the conditions of Corporate Governance as
stipulated under Listing Regulations, is annexed to the Report.
Management Discussion and Analysis Report:
As per Regulation 34 of the Listing Regulations, a separate section on
the Management Discussion and Analysis Report (the "MDAR") highlighting the
business of your Company forms part of the Annual Report. It inter-alia, provides details
about the economy, business performance review of the Company's various businesses
and other material developments during the FY 2022-23.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in
future:
No significant or material orders were passed by any regulator(s) or
court(s) or tribunal(s) or any competent Authority(ies) which impact the going concern
status and the operations of the Company in future.
Auditors & Auditor's Reports
Internal Auditors:
Pursuant to the provisions of Section 138 of the Act, on the
recommendation of the Audit Committee, M/s. R. Jaitlia and Co. (presently known as M/s.
MAKK & Co.), Chartered Accountants were appointed as the Internal Auditors to conduct
internal Audit of the Company for the Financial Year 2022-23.
Statutory Auditors:
At the 20th Annual General Meeting held on December 23, 2019, M/s.
Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration
No.001076N/N500013) were appointed as the Statutory Auditors of your Company for a term of
05 (Five) consecutive years to hold office until the conclusion of the 25th Annual General
Meeting. The Company has received the eligibility certificate from the Statutory Auditors
confirming that they are not disqualified from continuing as an Auditors of the Company.
The Auditors' Report is annexed to the Financial Statements and
does not contain any qualifications, reservations, adverse remarks or disclaimers and is
unmodified. Further, Notes to Accounts are self-explanatory and do not call for any
comments.
Secretarial Auditors:
M/s. Manish Ghia & Associates, Company Secretaries (M. No.: FCS
6252, C.P. No. 3531,
Peer Review 822/2020), were appointed as the Secretarial Auditors to
conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The
Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure 3.
The Secretarial Audit Report (the "SAR") does not contain
qualifications, reservations, adverse remarks or disclaimer and is unmodified.
As required under the Listing Regulations, the SAR of Paper Boat Apps
Private Limited, Absolute Sports Private Limited and Nodwin Gaming Private Limited, the
Indian Material Unlisted Subsidiaries of the Company for the Financial Year 2022-23 also
forms part of this Report and are attached as Annexure 3.
Reporting of Frauds by the Auditors:
During the Financial Year under review, neither the Statutory Auditors
nor the Secretarial Auditors have reported to the Audit Committee and the Board under
Section 143 of the Act, any instances of fraud committed against your Company by its
officers and employees, details of which would need to be mentioned in the Board's
Report.
Annual Return:
Pursuant to Sections 92 and 134 of the Act , the Annual Return as on
March 31, 2023 in Form MGT-7 is available on the website of the Company and can be
accessed at https://corp.nazara. com/?page_id=5554.
Particulars of Employees
Disclosure pertaining to remuneration and other details as required
under Section 197 of the Act, read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report as Annexure
4.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate section forming part of this
report.
Further, the Report and the Accounts are being sent to the Members
excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is
open for inspection and any Member interested in obtaining a copy of the same may write to
the Company Secretary at investors@nazara.com.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and
report trading by designated persons and their immediate relatives and a Code of Fair
Disclosure to formulate a framework and policy for disclosure of events and occurrences
that could impact price discovery in the market for its securities as per the requirements
under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code of Fair Disclosure has been made available on the
Company's website and can be accessed at https://www.nazara.com/
wp-content/uploads/2023/02/NazaraCodeofFairDisclosureandCodeofConductforPrevention. pdf
Policy on Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in any office of the Company through various
interventions and practices. The Company endeavors to create and provide an environment
that is free from any discrimination and harassment including sexual harassment.
Your Company has in place a robust Policy on Prevention of Sexual
Harassment at workplace ("POSH"/ the "Policy"). The Policy aims at
prevention of harassment of employees and lays down the guidelines for identification,
reporting and prevention of sexual harassment. The Company has zero tolerance approach for
sexual harassment at workplace. There is an Internal Complaints Committee
("ICC") which is responsible for redressal of complaints related to sexual
harassment and follows the guidelines provided in the Policy.
The details of complaints pertaining to sexual harassment that were
filed, disposed of and pending during the financial year are provided in the Report of
Corporate Governance and forms a part of this Report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earning & Outgo:
The Company consciously makes all efforts to conserve energy across its
operations. In terms of the provisions of Section 134(3)(m) of the Act read with the
Companies (Accounts) Rules 2014 as amended from time to time, the report on conservation
of energy, technology absorption, foreign exchange earnings and outgo forms part of this
report as Annexure 5.
Material changes and commitments, if any, affecting the financial
position of the Company occurred between the end of the financial year to which this
financial statement relates and the date of the report:
There have been no other material changes and commitments that occurred
after the closure of financial year till the date of report, which may affect the
financial position of the Company, except as stated in this report.
Directors' Responsibility Statement: -
Pursuant to the requirement under Section 134 of the Act, the Directors
hereby confirm and state that:
a) in the preparation of the annual financial statements for the
financial year ended March 31, 2023, the applicable accounting standards had been followed
and no material departures have been made for the same;
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 on March 31, 2023 and the loss of the Company for that period;
c) they have 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) they have prepared the annual accounts for the year ended March 31,
2023 on a going concern basis;
e) they have laid down internal financial controls and the same have
been followed by the Company and that such internal financial controls are adequate and
were operating effectively; and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
The details of application made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 ("IBC") during the year along with its
status as at the end of Financial year:
There was no application made or any proceeding pending against the
Company under IBC during the Financial Year under review against the Company.
The details of difference between amount of the valuation done at the
time of one- time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof:
The Company has not availed any loan from any Bank / Financial
Institutions. There was no instance of one-time settlement with any Bank or Financial
Institutions during the financial year under review.
Other disclosures
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these matters during the
year under review:
i) There has been no change in the nature of business of the Company.
ii) There was no revision in the financial statements of the Company.
iii) Disclosure pertaining to maintenance of cost records as specified
under the Act is not applicable to the Company.
iv) The Company has not issued equity shares with differential voting
rights as to dividend, voting or otherwise.
v) There has been no failure in implementation of any Corporate Action.
vi) The Managing Director and Joint Managing Director & CEO of the
Company does not receive any remuneration or commission from any of its subsidiaries.
vii) The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
Cautionary Statement:
Statements in this Report, particularly those which relate to
Management Discussion and Analysis Report ("MDAR") as explained in a separate
Section in this Report, describing the Company's objectives, projections, estimates
and expectations may constitute forward looking statements' within the meaning
of applicable laws and regulations. Actual results might differ materially from those
either expressed or implied in the statement depending on the circumstances.
Acknowledgement:
Your Directors would like to express their gratitude to the
shareholders for reposing unstinted trust and confidence in the management of the Company
and will also like to place on record their sincere appreciation for the continued
co-operation, guidance, support and assistance extended by our users, bankers, customers,
Government & Non-Government Agencies & various other stakeholders.
Your Directors also place on record their appreciation of the vital
contribution made by employees at all levels and their unstinted support, hard work,
solidarity, cooperation and stellar performance during the year under review.
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For and on behalf of the Board of Directors |
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For Nazara Technologies Limited |
Place : Mumbai |
Vikash Mittersain |
Nitish Mittersain |
Date : May 09, 2023 |
Chairman & Managing Director |
Joint Managing Director & CEO |
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DIN: 00156740 |
DIN: 02347434 |
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