To the Members,
Your Directors have pleasure in presenting the 35th Annual
Report on the affairs of your Company together with the Audited Statements of Accounts for
the Year ended March 31, 2024.
FINANCIAL RESULTS
|
2023-2024 |
2022-2023 |
|
(Rs. In Lakhs) |
(Rs. In Lakhs) |
| Revenue from Operation |
55903.11 |
38,851.25 |
| Other Income |
89.28 |
227.87 |
| Total Income |
55992.39 |
39,079.12 |
| Profit Before Finance Costs, Depreciation And Taxation |
2594.45 |
1,842.46 |
| Finance Costs |
1319.14 |
1,071.32 |
| Depreciation and Amortization Expenses |
730.29 |
731.02 |
| Profit/(Loss) Before Taxation |
545.02 |
40.12 |
| Tax Expenses |
(55.80) |
(263.33) |
| Profit/(Loss) After Taxation |
600.82 |
303.45 |
| Total Other Comprehensive Income |
4.57 |
(111.74) |
| Total Comprehensive Income for the Period |
605.40 |
191.71 |
DIVIDEND
Your Directors do not recommend payment of any dividend for the year
ended 31st March, 2024 with a view to improving liquidity to meet part of
working capital requirement of the Company which will increase in the financial year
2024-2025.
PERFORMANCE REVIEW
Your Company has achieved revenue of Rs. 55903.11(previous year
Rs. 38,851.25 lakhs) with profit of
Rs.600.82 lakhs (previous year profit of Rs. 303.45 lakhs).
SHARE CAPITAL
During the year under review, there has been change in the authorised
share capital as well as paid-up share capital of the Company. The authorised capital of
the Company has been increased from Rs. 15 Crores to Rs. 20 Crores. Further, the Company
has allotted 1,87,49,550 Equity Shares of Rs. 5/- each to its existing shareholders
through Rights Issue on 5th March, 2024 as a result of which the paid-up share
capital has increased from 6.25 Crores to 15.63 Crores. Also it is to be noted that
25,00,000 15% cumulative non-convertible preference shares amounting to Rs. 2,50,00,000
has been redeemed pursuant to Rights Issue, as a result of which there exist no such
preference shares in the share capital of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors consists of 8 members of which 4 are Independent
Directors including one woman Independent Director.
Change in designation
During the year under review, following changes took place in the Board
of Directors and Key Managerial Personnel of the Company:
1) Mr. Sushil Patwari (DIN: 00023980), who was liable to retire by
rotation was re-appointed as a Director of the Company.
2) Mr. Sunil Ishwarlal Patwari (DIN: 00024007) had been re-appointed as
Managing Director of the company for a period of 5 years with effect from 1st
September, 2023 till 31st August 2028.
3) Mr. Amitava Mazumder, who had attained the age of Seventy-Five years
(DIN: 06441635) have been appointed as a Non-Executive Independent Director of the Company
for a period of 5 years with effect from 28th August, 2023.
4) The term of Mr. Rajendra Mahavirprasad Ruia has been completed on 31st
March, 2024. Therefore, he had ceased to be a Director of the Company with effect from 31st
March, 2024.
5) Mrs. Akansha Agarwal resigned from the post of Company Secretary and
Compliance Officer of the Company with effect from June 12, 2023.
6) Mrs. Jyoti Sinha Banerjee was appointed for the post of Company
Secretary and Compliance Officer of the Company with effect from September 5, 2023.
As per provisions of Section 152 of the Companies Act, 2013, Mr. Sunil
Ishwarlal Patwari (DIN 00024007), is liable to retire by rotation and being eligible for
reappointment, he has offered himself for re-appointment in the ensuing Annual General
Meeting of the Company. The Company has received declaration from him specifying his
eligibility to be re-appointed as such.
The brief resume of the Director seeking re-appointment in the ensuing
Annual General Meeting in pursuance of relevant provisions of the Companies Act, 2013 and
Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 have been given in the notice convening the aforesaid Annual General
Meeting.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND PAYMENT OF
REMUNERATION
The Company's Policy on Directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
attributes of independence of Directors and other related matters provided under Section
178(3) of the Companies Act, 2013 are covered in Clause 1 of the Corporate Governance
Report which forms part of this report. The statement required under Section 197 (12) read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given in ‘Annexure-D' forming part of this Report.
The approval of shareholders by way of Special resolution has been
obtained for continuation of payment of Remuneration to Mr. Sushil Patwari, Executive
Chairman, Mr. Sunil Ishwarlal Patwari, Managing Director, Mahendra Ishwarlal Patwari,
Whole-time Director and Mr. Debabrata Das Choudhary, Whole-time Director of the company in
excess of threshold limits prescribed under the Companies Act, 2013 and SEBI (LODR)
(Amendment) Regulations, 2018 in the 34th Annual General Meeting of the Company
held on 29th September, 2023.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given their declarations
to the Company that they meet the criteria of independence as laid down under Section
149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.
Further, declaration on compliance with Rule 6(3) of the Companies
(Appointment and Qualification of
Directors) Rules, 2014, as amended by Ministry of Corporate Affairs
("MCA") Notification dated October 22, 2019, regarding the requirement relating
to enrollment in the Data Bank created by MCA for Independent Directors, and has been
received from all the Independent Directors. In the opinion of the Board, the Independent
Directors of the Company are persons of integrity, expertise and experience and duly
qualified to hold such positions.
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34(2) (e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the statement on Management Discussion and
Analysis is annexed hereto and marked as Annexure "B".
CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate
Governance, is annexed as part of this Annual Report and marked as Annexure
"C". Requisite Certificate from M/s. Vivek Mishra & Co, a firm of
Company Secretaries (CP No. 17218, Mem No. F8540) regarding compliance of Corporate
Governance as stipulated under Regulation 34(3)(E) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is annexed to the report of Corporate
Governance.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of
the Companies (Corporate Social Responsibility Policy) Rules, 2014, a detailed report on
Corporate Social Responsibility (CSR) is given under Corporate Governance, which forms
part of this report. However, your Company was not required to spend any sum on CSR for
the financial year 2023-24 in accordance with the provisions of Section 135 (1) of the
Companies Act, 2013.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held 6 (Six) meetings during the year on
30.05.2023, 14.08.2023, 19.08.2023, 28.08.2023, 14.11.2023 and 13.02.2024. The maximum gap
between any two meetings was less than 120 days, as stipulated under SEBI's Listing
Regulations, 2015. The details of Board Meetings held and attendance of
Directors are provided in the Report on Corporate Governance forming
part of this report.
BOARD EVALUATION
Evaluation of performance of all Directors is undertaken annually. The
Company has implemented a system of evaluating performance of the Board of Directors and
of its Committees and individual Directors on the basis of a structured questionnaire
which comprises evaluation criteria taking into consideration various performance related
aspects. All the results were satisfactory.
The Board of Directors has expressed its satisfaction with the
evaluation process.
One separate meeting of Independent Directors was held on 13.02.2024
during the year 2023-24 which reviewed the performance of the Non Independent Directors
and the Chairman of the Board. It also reviewed the performance of the Board as a whole
and assessed the quality, quantity and timeliness of flow of information between the
company management and the Board and its members that is necessary for the board to
effectively and reasonably perform their duties.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (3) (c) of the Companies
Act, 2013 and based on the representations received from the management, your Directors
state that:
(a) In the preparation of the annual Financial Statements for the
year ended March 31, 2024, the applicable accounting standards have been followed with no
material departures;
(b) the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at March 31,
2024 and of the profit of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) the Directors have prepared the annual Financial Statements on
a going concern basis;
(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively; and
(f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material changes and commitment made, affecting the
financial position of the Company, between 1st April,2024 and 30th
May, 2024 which is the date of the report.
There were no significant and material orders passed by any regulators
or courts or tribunal impacting the going concern status and Company's operations in
future.
DEPOSITS
Your Company has not accepted any deposits during the year under review
within the meaning of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 and accordingly no amount was outstanding as on the
date of Balance Sheet.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism, which includes a Whistle
Blower Policy, for its Directors and Employees, to provide a framework to facilitate
responsible and secure reporting of concerns of unethical behavior, actual or suspected
fraud or violation of the Company's Code of Conduct & Ethics. The details of
establishment of Vigil Mechanism / Whistle Blower Policy are posted on the website of the
Company.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Internal Complaints Committee which has
been set up to redress complaints regarding sexual harassment. The following is the
summary of sexual harassment complaints received and disposed off during the year:
i) No. of complaints received : Nil ii) No. of complaints disposed off
: Nil
All employees (Permanent, Contractual, Temporary, Trainees) are covered
under this Act.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees or Investments covered under section 186
of the Companies Act, 2013 forms part of the Notes to the Financial Statements.
STATUTORY AUDITORS AND AUDITORS REPORTS
M/s. B. Nath & Co., (FRN 307057E), Chartered Accountants, Kolkata
were appointed as Statutory Auditors of the Company for 2nd term of 5 years at
33rd Annual General Meeting (AGM) held on 29th September 2022 to
hold office from the conclusion of 33rd AGM till the conclusion of 38th
Annual General Meeting to be held in the year 2027.
The Auditors' Report does not contain any qualification,
reservation or adverse remark on the financial statements for the year ended March 31,
2024. The statements made by the Auditors in their Report are self- explanatory and do not
call for any comments.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made there-under, the Company has appointed M/s. Vivek Mishra & Co., a firm
of Company Secretaries (CP No. 17218) to undertake the Secretarial Audit of the Company
for the Financial Year 2023-2024. The same is attached as Annexure "E" and
forms an integral part of this report.
Pursuant to amendments under SEBI Listing Regulations, 2015 and SEBI
circular dated 8 February 2019, a certificate on secretarial compliance report as required
under regulation 24A is being submitted to stock exchanges as obtained from him for the
year 2023-24.
In the said Report the Secretarial Auditor has given an observation
with respect to appointment of Mr. Amitava Mazumder who has attained the age of 75 years,
as an Independent Director of the company in which penalties were imposed by National
Stock Exchange Ltd. and BSE Ltd, for non-compliance with the provisions of Reg. 17(1A) of
SEBI LODR Regulations, 2015.
However it is our opinion that we have complied with the provisions of
the relevant regulations of SEBI LODR Regulations, 2015 for the said appointment. Further
the Company has filed an application to BSE Ltd. (our Designated Stock exchange) for
waiver of penalty based on the judgment of SAT in the similar cases, in which
SAT had passed orders in Company's favour.
On Board Meeting held on 30.05.2024 the Board has appointed M/s.
M&A Associates. (CP No. 17218), a firm of Practicing Company Secretaries as
Secretarial Auditor of the Company for the year 2024-2025.
COST AUDITORS
The Board of Directors had appointed M/s. V. J.Talati &Co., Cost
Accountants (Firm Regn No.ROO213) as Cost Auditors of the Company for the financial year
2024-25. Their remuneration is subject to ratification by shareholders at the ensuing
Annual General Meeting. Cost Audit Report for the financial year 2023-24 would be filed
within due date.
The Cost records as applicable to the Company are maintained in
accordance with the Section 148(1) of the Act.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, an
draft extract of Annual Return as on March 31, 2024 is also available on the
Company's website at the link
https://nagreeka.com/nagreeka-exports-limited-investor-relations/ The final version of the
Annual Return will be uploaded on the Company's website after the conclusion of the
ensuing AGM.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information pursuant to Section 134 (3) (m) of the Companies Act, 2013
read with the Rule 8 of Companies (Accounts) Rules, 2014 is annexed hereto and marked as Annexure
"A" to this report.
PARTICULARS OF EMPLOYEES
The information required pursuant to section 197 read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in
respect of the Employees of the Company in detailed is separately attached as Annexure
"D" to this report.
HEALTH AND SAFETY MEASURES
The Company's primary objectives are to ensure the safety and health of
the company's Employees, and to protect company property. The Company strives to
provide safe and healthy working environment for all Company Employees
The Company provides health and safety advisory to all workers and
employees of the Company. A safe working environment is based on how well the people, in
both management and on the factory floor, adhere to and communicate about safety
standards.
SECRETARIAL STANDARDS
The Company has followed the applicable provisions of Secretarial
Standard 1 and Secretarial Standard 2 of the Institute of Company Secretaries of India.
RISK MANAGEMENT
The development and implementation of risk management policy has been
covered in the Management Discussion and Analysis, which forms part of this report.
OTHER STATUTORY DISCLOSURES
? Neither any application was made, nor is any proceeding pending under
the insolvency and Bankruptcy Code, 2016 against the Company.
? During FY 2023-24, there was no instance of one-time settlement with
Banks or Financial institutions. Therefore, as per rule 5(xii) of Companies (Accounts)
Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and
valuation done while taking loan from the Banks or Financial institutions are not
reported.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on dealing with Related Party
Transactions. The Policy is disclosed on the website of the Company.
All Related Party Transactions entered into during the year were on
arm's length basis and were in the ordinary course of business. There are no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large and thus Form AOC-2 is not applicable
to the Company.
Audit Committee reviews and approves all the related party transactions
and based thereon final approval of the Board is obtained.
The policy on Related Party Transactions was initially adopted and
approved by the Board on 14th February, 2019 and the same was revised, adopted
and approved by the Board on 12th February 2022 and was available on the
Company's website.
ACKNOWLEDGEMENT
Your Directors acknowledge the remarkable contribution made by the
employees of the company at all levels towards its overall success. The Directors also
take this opportunity to place on record their appreciation of all the stakeholders,
bankers and members for their continued support to the Company.
For and on behalf of the Board of Directors
| Place: Kolkata |
| Date: 30/05/2024 |