N R Agarwal Inds Director Discussions


To the

Your Directors are pleased to present the 30th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31,2023.

FINANCIAL RESULTS

(Rs in lakh)

Particulars Year ended March 31, 2023 Year ended March 31, 2022
Revenue from Operations and Other Income 177,849.74 162,793.52
Finance Costs 1,378.72 2,522.67
Gross Profit after Finance Costs but before Depreciation and Taxation 18,355.39 12,901.05
Depreciation 3,581.01 3,439.85
Profit before Tax and Exceptional Items 14,774.38 9,461.20
Exceptional Items - -
Profit before Tax and after Exceptional Items 14,774.38 9,461.20
Provisions for Taxation 3,045.74 1,657.81
Tax expense of previous year (net) - -
Deferred Tax 1,798.29 1,701.24
Net Profit for the year 9,930.35 6,102.15
Other Comprehensive Income (Net of Tax) 27.94 23.55
Total Comprehensive Income 9,958.29 6,125.70

State of Companys Affairs

The financial year 2022-23 was the first year of revival of the economy post Covid-19 and this is reflected in revival of paper sector in general and working of the Company as well. We are therefore glad to inform you that, the Company reported record revenues of R1,766.07 cr as against revenue of R 1,616.51 cr in previous financial year, showing a growth of 9.25%. The EBIDTA was R197.34 cr as against R154.24 cr in previous financial year due to improved realisation whereas the profit after tax strengthened to R99.30 cr as against R61.02 cr in previous year. The overall production was 270,941 MT as against 304,759 MT in the previous year due to closure of Unit-3 at Vapi.

Material Changes and Commitments affecting financial position of the Company occurred between March 31,2023 and date of this report

There are no material changes and commitments which affected the financial position of the Company between March 31,2023 and date of this report.

Number of Meetings of the Board of Directors

There were four meetings of the Companys Board of Directors during the financial year 2022-23. Details of the meetings are given in the Corporate Governance Report.

Transfer to reserves

There was no transfer made to the General Reserve.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) the Board of Directors of the Company (the Board) formulated and adopted the Dividend Distribution Policy (the Policy). The Policy is available on our website at https://nrail.com/company_policies.html

Dividend

The Company wishes to retain its profits for future growth and expansion activities and hence, your Directors decided not to recommend payment of dividend for the financial year under review.

Credit Rating

The current credit rating of the Company has been re- affirmed to a Long Term Rating of (ICRA) A Stable and Short Term Rating of (ICRA) A1 for bank loan facilities aggregating to R775 cr.

Directors and Key Managerial Personnel

Shri Rohan Agarwal, (DIN 08583011) Executive Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re- appointment in terms of the provisions of Section 152 of the Companies Act, 2013.

During the year, the tenure of Shri Rohan Agarwal (DIN 08583011) as the Whole Time Director completed on November 01, 2022. The Board of Directors approved the re-appointment of Shri Rohan Agarwal, as Whole Time Director for a further period of three years with effect from November 04, 2022. The said re-appointment was approved by the Members of the Company through Postal Ballot which was held on February 23, 2023.

Shri Ashok Kumar Bansal (DIN 07325904) resigned as the Executive Director from close of July 31, 2023 and the Board appreciates his contribution to the growth of the Company during his tenure.

Shri P K Mundra (DIN: 10258728) was appointed as an Additional and Whole Time Director, designated as Executive Director of the Company by the Board of Directors w.e.f. August 03, 2023 for a period of three years subject to the approval of members at the ensuing Annual General Meeting. He was also appointed as the Chief Financial Officer of the Company w.e.f May 11,2023.

Shri R K Bakshi (DIN 00264007) has been re-appointed as an Independent Director on the Board of the Company, not liable to retire by rotation, for a second term, w.e.f February 01,2023 to September 30, 2027. The said re-appointment was approved by the Members of the Company through Postal Ballot held on February 23, 2023.

With a view to strengthen the Board and to meet the regulatory requirements, the Board of Directors of the Company on the recommendation of Nomination and

Remuneration Committee recommend the appointment of Shri K L Chandak (DIN: 00013487) as an Independent Director of the Company to hold office for a period of five years. The necessary special resolution in this regard is proposed at Item No. 5 of the notice of ensuing annual general meeting.

Shri Dipankar Rai (PAN AFNPR7894H) resigned as the Chief Financial officer w.e.f. May 31, 2022. Shri Basant Kumar Bansal (PAN AACPB4928Q) was appointed as the Chief Financial Officer w.e.f November 04, 2022 and he resigned w.e.f November 30, 2022 due to personal reasons.

There has been no other change with respect to the Directors and Key Managerial Personnel during the year 2022-23.

Independent Directors Declaration

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations as amended from time to time and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Audit Committee

The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. There have been no instances of non-acceptance of any recommendation of the Audit Committee.

The Committee members met four times during the year under review. Details of the meetings are given in the Corporate Governance Report including the Committees composition.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy dealing with any instance of fraud or any unethical or improper practices. The policy is available on the Companys website. A copy of this policy prescribes adequate safeguards against the victimization of employees who avail of the mechanism and also provide direct access to the Audit Committee Chairman. It is affirmed that no Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Companys website at http://www.nrail. com/company_policies.html

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing the competency requirements of the Board, based on the industry and the Companys individual strategy. The Boards Composition Analysis reflects an in-depth understanding of the Companys strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board, on a periodic basis, inter- alia on a Directors appointment or re-appointment, which is envisaged every time. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the requisite competencies and meeting potential candidates prior to making nomination recommendations to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes & Independence of a Director

The Nomination and Remuneration Committee has, besides the requisite qualifications & experience formulated the criteria for determining positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: A Director will be considered as an Independent Director if he/ she meets with the criteria for Independent Director as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations.

Other factors: A transparent Board nomination process is in place that encourages thought, experience, knowledge, perspective, age and gender diversity. It is also ensured that the Board has an appropriate blend of functional and industrial expertise. While recommending Director Appointments, the Nomination and Remuneration Committee considers the manner in which the individual function and domain expertise will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong inter-personal relations and communication skills besides soundness of judgment. Independent Directors are also expected to abide by the Code for Independent Directors as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted the Nomination and Remuneration Committee Charter which includes the Companys policy on Directors appointment and remuneration besides the criteria for determining the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 178(4) of the Companies Act, 2013, the Company also adopted remuneration policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Executives. The remuneration policy is attached as Annexure 1 and is also available on Companys website http://www.nrail.com/company_policies.html.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance as well as the evaluation of the working of its Committees. The criteria for performance evaluation of the Board and Committees included aspects such as composition, structure, effectiveness of Board and Committee processes, etc.

A separate exercise was carried out to evaluate individual Directors performance including that of the Chairman & Managing Director and also the Whole Time Directors, who were evaluated on parameters such as engagement level, contribution, independence of judgment, safeguarding the Company interests and its minority shareholders etc.

The Board of Directors expresses its satisfaction with the evaluation process.

Directors Responsibility Statement

The Directors hereby confirm and declare that:-

(i) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended March 31, 2023 and of the profit of the Company for the year;

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

(iv) they had prepared the annual accounts on a going concern basis;

(v) they had laid down internal financial controls to be followed by the Company and such controls are adequate and operating efficiently;

(vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating efficiently.

Internal Control over Financial Reporting

The Company has, in place, adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The report on the Internal Financial Control issued by the Statutory Auditors of the Company under the provisions of Companies Act, 2013 is given elsewhere in the report.

Details of Subsidiaries/ Joint ventures/Associates

The Company does not have any subsidiary/ joint ventures/ associates.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website on http://www.nrail.com/ company_policies.html

Auditors and Auditors Report

a. Statutory Auditors

M/s. GMJ & Co., Chartered Accountants, (Firm Registration No. 103429W) have been appointed as the Statutory Auditors of the Company for a second term of five years at the Annual General Meeting ("AGM") of the Company held on September 29, 2022, to hold office till the conclusion of the 34th AGM of the Company to be held in the year 2027. M/s. GMJ & Co., Chartered Accountants, have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Auditors Report for the financial year ended March 31,2023 does not contain any qualification, reservation or adverse remark.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

b. Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Practising Company Secretaries for the financial year 2022-23, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 2.

The Secretarial Audit Report for the financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark.

c. Cost Auditors

M/s V.J.Talati & Co., Cost Accountants, had been appointed to conduct Cost Audits for all the units of the Company for the year ending March 31,2023 in terms of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014 and, as required, Cost Audit

Report for the financial year 2021-22 was duly filed with Ministry of Corporate Affairs, Government of India on June 14, 2022.

The Cost Audit of the Company for the financial year ended March 31, 2023 was conducted by the said firm and the report shall be filed with the Ministry of Corporate Affairs within the prescribed timelines.

Technology Absorption, Energy Conservation & Foreign Exchange Earnings & Outgo

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 attached and forms part of this Report.

Particulars of Employees & Related Disclosures

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished in Annexure 4.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.

Public Deposits

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31,2023.

Significant and Material Orders passed by the Regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations.

Particulars of Loans, Guarantees or Investments

The Company has not made any loans, guarantees, investments covered under provisions of Section 186 of the Companies Act, 2013.

Related Party Transactions

Particulars of transactions with Related Parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC- 2 and the same forms part of this report as Annexure 5.

There are no materially significant related party transactions made by the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large.

The Board of Directors have approved a policy on related party transactions which is placed on the Companys website at the web link: http://www.nrail.com/ companypolicies.html

Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and relevant provisions of Listing Regulations, the Company has adopted Risk Management Policy for identification and implementation of Risk Mitigation Plan for the Company. The Company has laid down appropriate procedures to inform the Board about the risk assessment and minimization procedures. The Board periodically revisits and reviews the overall risk management plan for making desired changes in response to the dynamics of the business.

Corporate Social Responsibility (CSR) Initiatives

Section 135 of the Companies Act, 2013 mandates every Company having a minimum net worth threshold limit, turnover or net profit, as prescribed, to constitute a Corporate Social Responsibility Committee, formulating a Corporate Social Responsibility Policy that shall indicate activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board as well as fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.

Since your Company falls within the minimum threshold limit, it has constituted a CSR Committee of the Board and formulated a CSR Policy. The focus areas of CSR Policy are education, preventive health care, sanitation, environment and engagement. During the financial year 2022-23, the

Company has spent a total amount of R2.50 cr towards CSR initiatives.

The CSR Report, forming part of this Report, is furnished in Annexure 6.

Corporate Governance & Management Discussion & Analysis

The Corporate Governance Report and Managements Discussion & Analysis Report and the Auditors Certificate regarding compliance with conditions of Corporate Governance, forms part of the Annual Report.

Listing Fees

The Company has paid the listing fees to BSE and NSE for the year 2022-2023.

Insider Trading Regulations and Code of Disclosure

The Board of Directors have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 which is available on our website at the web link https:// www.nrail.com/company_policies.html

Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

Human Resources

There is a continuous effort to improve the working environment with focus on employee well-being and capability building to enable them to perform at their best for the Company. The Company develops leaders at global platforms at regular intervals as a part of its commitment to engage and retain talent. The Company offers robust leadership development efforts to hone employee skills and help keep the Company ahead of the curve.

People are the real strength of the Company while pursuing best-in-class performance. The Company is significantly increasing investment in its employees with training and development. NRAIL invests in training and knowledge at all levels in order to align employees with requirements on safety, customer support, market needs, operational excellence, technology upgradation, process improvements, innovation and behavioral competencies.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2022-23.

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under POSH Act.

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

Acknowledgements

Your Directors place on record their deep appreciation of the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader. Your Directors also take this opportunity to thank all the Shareholders, Clients, Dealers, Vendors, Banks, Government and Regulatory Authorities for their continued support and confidence in the Companys Management.

On behalf of the Board of Directors
Place: Mumbai R N AGARWAL
Date: August 03, 2023 Chairman & Managing Director