Naga Dhunseri Director Discussions


We have pleasure in presenting the 105th Annual Report together with Audited Financial Statements of the Company for the

Financial Year ended 31st March, 2023.

1. Financial Results

(Rs. in Lakhs)

Particulars

Standalone

Consolidated

For the Year Ended

For the Year Ended

31.03.2023 31.03.2022 31.03.2023 31.03.2022
Profit before Depreciation & Taxation 919.39 485.76 886.48 452.85
Less: Depreciation 49.91 50.23 49.91 50.23
Provision for taxation (Net) 115.71 16.89 115.71 16.89
Profit After Taxation 753.77 418.64 720.86 385.73
Add: Share of Profit/(Loss) of associates - 6,321.16 6,917.42
Net profit for the year 753.77 418.64 7,042.02 7,303.15
Add: Balance brought forward 1,439.08 523.85 14,066.69 6,266.95
Add: Transfer within equity (Net of Taxes) -gain on
sale of equity shares designated at FVOCI-transfer
to retained earnings 40.03 754.49 40.03 754.49
Add: Adjustment for an Account of Recognition 0.00 1.72 0.00 1.72
of Plan assets of Gratuity
Less: Dividend Paid during the Year 25.00 25.00 25.00 25.00
Amount available for appropriation 2,207.88 1,673.70 21,123.24 14,301.31
The Directors recommend this amount to be
Appropriated as under:
Transfer to NBFC Reserve Fund 158.76 234.62 158.76 234.62
Transfer to General Reserve - -
Balance carried forward to Balance Sheet 2,049.12 1,439.08 20,964.98 14,066.69
2,207.88 1,673.70 21,123.24 14,301.31

2. Operations

The Companys principal business is dealing in Shares & Securities. The income of the Company during the year under review mainly comprised of Dividend Income, Profit on Sale of Shares and Securities. The Company also have rental income. During the year under review, the Companys Standalone Net Profit recorded at Rs. 753.77 Lakhs as compared to

Rs. 418.64 Lakhs during the previous year.

3. Dividend

The Directors are pleased to recommend a dividend @ of Rs. 2.50 per equity share (25.00%) of Rs. 10/- each for the Financial Year ended 31st March, 2023, subject to approval of the Shareholders at the ensuing Annual General Meeting to be held on 22nd September, 2023. The total outflow on account of dividend for 2022-23 is Rs. 25.00 Lakhs subject to deduction of tax at source as per the provisions of the Income Tax Act, 1961.

4. Transfer to Statutory Reserve Fund

A sum of Rs. 158.76 Lakhs was transferred to statutory reserve for the Financial Year 2022-23 as required under Section

45-IC of the Reserve Bank of India Act, 1934.

5. Transfer to General Reserve

No amount was transferred to General Reserve for the Financial Year 2022-23.

6. Share Capital

The Authorized Share Capital of the Company is Rs. 2,50,00,000/- divided into 25,00,000 equity shares of face value of

Rs. 10/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March, 2023 is Rs. 1,00,00,000/- divided into 10,00,000 equity shares of face value of Rs. 10/- each. There was no change in the paid-up share capital of the Company during the year under review.

7. Associate and Subsidiary Company

Pursuant to Section 2(6) of the Companies Act, 2013, the Company has an Associate Company as on 31st March, 2023,

i.e. Dhunseri Investments Limited. The Company does not have any Subsidiary or Joint Venture as on 31st March, 2023.

Pursuant to Provisions of Section 129(3) of the Companies Act, 2013, a statement in Form AOC- 1, containing the salient

features of the Financial Statements of the Companys Associate is attached to the Financial Statements of the Company.

8. Non-Banking Financial Companies (NBFC) Public Deposits Directions

With reference to Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India, the Board of Directors of the Company has confirmed by passing a Resolution by Circulation that the Company has neither invited nor accepted any Deposits from the Public during the Financial Year 2022-23. The Company does not intend to invite or accept any Public Deposits during the Financial Year 2023-24.

9. Directors Responsibility Statement

Based on the framework of Internal Controls and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the Audit Committee of the Board, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the Financial Year 2022-23. Accordingly, pursuant to Section 134(3)(C)read with Section 134(5) of the

Companies Act, 2013, the Directors of your Company confirm:-

(a) That in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with

proper explanation relating to material departures;

(b) That they have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

(c) That they 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) That they have prepared the annual accounts on a going concern basis;

(e) That they have laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and were operating effectively; and

(f) That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such

systems were adequate and operating effectively.

10. Directors & Key Managerial Personnel(KMP)

a. Director:

There were no changes in the Board of Directors of the Company during the Financial Year 2022-23.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Mrigank Dhanuka (DIN: 00005666) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment as a Director of the Company. The proposal for his re-appointment is included in the Notice of AGM which forms a part of this Annual Report.

Section 149(13) states that the provisions of Sub-section (6) and (7) of Section 152 of the Companies Act, 2013,

relating to Retirement of Directors by rotation shall not be applicable to the Independent Directors.

In the opinion of the Board, the Independent Directors on the Board of the Company are persons with integrity, expertise and experience relevant to the operation of the Company and that they all have qualified in the online proficiency self-assessment test conducted by the prescribed Institute.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013, and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 that they are independent of the Management.

As per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have registered themselves in the databank of Independent Directorship as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 of the Companies Act, 2013.

None of the Directors of the Company are disqualified as per Section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to as required under provisions of Section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Companys

Code of Conduct policy for the Financial Year 2022-23.

b. Key Managerial Personnel (KMP):

Ms. Chitra Thakwani has resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f.

closure of business hours of 31st December, 2022.

Ms. Nidhi Khaitan was appointed as Company Secretary and Compliance Officer [designated as Key Managerial Personnel (KMP)] of the Company within the meaning of Section 203 and/or other applicable provisions of the Companies Act, 2013 and rules made thereunder and Regulation 6 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with effect from 14th February, 2023.

Mr. Hari Prasad Bhuwania, Chief Executive Officer whose term of appointment ended on 28th February 2023, was

re-appointed as Chief Executive Officer of the Company from 1st March, 2023 till 29th February, 2024.

Except for above there were no changes in KMPs during the year under review.

11. Number of Meetings of the Board

The Board met four times during the Financial Year 2022-23. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is annexed to this Report as "Annexure A".

12. Annual Performance Evaluation

The Independent Directors at a separate meeting held on 12th December, 2022, in absence of the Non-Independent Directors and Management, considered / evaluated the performance of the Board as a whole, performance of the Chairman and other Non-Independent Directors.

The evaluation process considers the time spent by each of the Board members, core competencies, personal

characteristics, accomplishment of specific responsibilities and expertise.

On the basis of parameters formulated by the Nomination and Remuneration Committee of the Board, a self-assessment

questionnaire forms were sent for evaluation of the Board, the Committees, Director and the Chairman.

The Board at its Meeting held on 14th February, 2023, evaluated the performance of the Board, the Committees and each of the Directors including Independent Directors excluding the Directors being evaluated. The Board also reviewed the performance of the Chairman. The Board was unanimous that the performance of the Board as a whole, its Committees and the Chairman was satisfactory.

13. Policy on Directors Appointment and Remuneration and other details

The Companys Policy on Directors appointment and remuneration and other matters as required under Section 178(3) of the Companies Act, 2013, is placed on the website of the Company and other related details has been disclosed in the Corporate Governance Report, which forms part of this report as "Annexure A".

14. Committees

The Board has constituted various Committees in accordance with the requirement of the Companies Act, 2013, SEBI

(Listing Obligation and Disclosure Requirements) 2015 and other applicable Laws. The Company has the following Committees: A) Audit Committee B) Nomination and Remuneration Committee C) Stakeholders Relationship Committee D) Share Transfer Committee E) Corporate Social Responsibility Committee F) Internal Complaint Committee

Details of all the above Committees along with the Composition and Meetings held during the year under review are

provided in the Report on Corporate Governance forming part of this Report as "Annexure A".

15. Auditors

Statutory Auditor

Pursuant to provision of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s Dhandhania & Associates, Chartered Accountants (FRN: 316052E) were re- appointed as the Statutory Auditor of the Company for a further period of 5 (five) years to hold office from conclusion of the 104th Annual General Meeting (AGM) of the Company held on 30th August, 2022 till the conclusion of 109th AGM of the Company.

The Statutory Auditors Report is self-explanatory and does not contain any qualifications, reservations or adverse remarks

or disclaimer and have been annexed to the Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Sushil Tiwari & Associates, Company Secretaries (Firm Registration No. S2015WB331500) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2022-23.

Secretarial Audit Report is annexed as "Annexure-B" to this Report. There are no qualifications, observations, adverse

remark or disclaimer in the said report.

16. Risk Management

The Company being a Non-Banking Financial Company is primarily engaged in the business of making Investments in Shares and Securities. The Management constantly monitors the capital market risks and systematically addresses them through mitigating actions on a continuous basis. The Audit Committee has additional oversight in the area of Financial Risks and Internal Controls.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and

Analysis which forms part of this Report.

17. Particulars of Loans, Guarantees and Investments

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,

2013 have been disclosed in the Financial Statements.

18. Transactions with Related Parties

All Contracts / Arrangements / Transactions entered by the Company during the Financial Year with Related Parties were in the ordinary course of business and on an arms length basis. Your Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and the Board of Directors were taken wherever required in accordance with the Policy.

During the year, the Company had not entered into any Contract / Arrangement / Transaction with Related Parties which

could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions.

Your Directors draw attention of the Members to Note 32 to the Financial Statements which sets out related party

disclosures.

19. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is

available on the Companys website of the at: https://www.nagadhunserigroup.com/investors.html.

20. Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and CSR activities undertaken by the Company during the year are set out in "Annexure- C" of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the Companys website: www.nagadhunserigroup.com

21. Particulars of Employees and details relating to remuneration to Directors, Key Managerial Personnel and

Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure- D" to this Report.

Pursuant to Section 136(1) of the Companies Act, 2013, the Boards Report is being sent excluding the information on

employees particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on mail@nagadhunserigroup.com

22. State of Companys Affairs

The Companys is primarily engaged in the business of making Investments in Shares and Securities. The Company is a Non-Banking Financial Company in terms of the provisions of Section 45IA of the Reserve Bank of India Act, 1934. The Management regularly monitors the changing market conditions and trends. Further, any slowdown of the economic growth or volatility in global financial market could adversely affect the Companys business.

23. Material Changes and Commitments, if any, affecting the Financial Position of the Company

There are no such material changes and commitments which have occurred between the end of the Financial Year of the

Company to which the Financial Statements relate and the date of this Report.

24. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going

concern status and the Companys operations in future

No significant and material orders were passed by any Regulator or Court or Tribunals impacting the going concern status

and affecting the Companys operations in future.

25. Particulars regarding Conservation of Energy and Technology Absorption

The particulars in respect of Conservation of Energy and Technology Absorption are not applicable to the Company. As

being a Non-Banking Financial Company, it is not dealing with any manufacturing activities.

26. Foreign Exchange Earnings and outgo

During the year under review there were no foreign exchange earnings and outgo.

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

The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the Financial Year 2022-23 on 16th February, 2023. No complaints have been received by the Company during the Financial Year 2022-23. 28. Disclosure under Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under

the Insolvency and Bankruptcy Code, 2016.

29. Maintenance of cost records and cost audit

The Company being a Non-Banking Financial Company, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and audit of cost records were not applicable to the Company during the year under review.

30. Details of difference between amount of the valuation

No valuation with regard to One Time Settlement with Banks/ Financial Institutions was required to be carried out during the

year.

31. Corporate Governance Report

The Corporate Governance Report along with certificate from the Secretarial Auditor of your Company confirming the compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as "Annexure A".

32. Management Discussion and Analysis Report

The Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report as "Annexure E".

33. Internal Financial Control Systems and their Adequacy

The details regarding internal financial control and their adequacy is included in the Management Discussion & Analysis

Report which forms part of the Annual Report as "Annexure E".

34. Reporting of frauds by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor had reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

35. Secretarial Standards

The Company is in compliance with the relevant provisions of the Secretarial Standards as issued by The Institute of

Company Secretaries of India and approved by the Central Government.

36. Disclosure Requirements

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate the formulation of certain policies for all Listed Companies. All Policies are available on the Companys website www.nagadhunserigroup.com.

The key policies that have been adopted by the Company are as follows:

S. No. Statutory Policies of the Company

Web links of the policies

1. Nomination & Remuneration Policy

https://www.nagadhunserigroup.com/downloads/Nomination-and- Remuneration-Policy.pdf

2. Policy for Determination of Materiality of an Event / Information

https://www.nagadhunserigroup.com/downloads/Policy-for -determination-of-materiality-of-an-event-or-information.pdf

3.

Corporate Social Responsibility Policy

https://www.nagadhunserigroup.com/downloads/NAGA-CSR- POLICY.pdf
4.

Related Party Transactions Policy

https://www.nagadhunserigroup.com/downloads/Related-Party- Transaction-Policy.pdf
5.

Policy on Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons

https://www.nagadhunserigroup.com/downloads/Code-of-Conduct-to- Regulate-Monitor-and-Report-Trading-by-Designated-Persons.pdf
6.

Policy on Preservation of Documents

https://www.nagadhunserigroup.com/downloads/Policy-on-preservation- of-documents.pdf
7.

Policy for Determining Material Subsidiaries

https://nagadhunserigroup.com/downloads/Policy-for-determining- Material-Subsidiaries.pdf
8.

Policy and Procedure for Inquiry in case of Leakage of Unpublished Price Sensitive Information

https://www.nagadhunserigroup.com/downloads/Policy-and-Procedure- for-Inquiry-in-case-of-Leakage-of-Unpublished-Price-Sensitive- Information.pdf
9.

Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information

https://www.nagadhunserigroup.com/downloads/Code-for-Fair- disclosuree-of-UPSI.pdf
10.

Archival Policy

https://www.nagadhunserigroup.com/downloads/archival-policy- 2019.pdf
11.

Vigil Mechanism/ Whistle Blower Policy

https://www.nagadhunserigroup.com/downloads/Whistle-Blower- Policy.pdf
12.

Familiarization Programme of the Independent Directors

http://www.nagadhunserigroup.com/downloads/programme- independent-directors.pdf

37. Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 105th AGM are sent

to all Members whose email addresses are registered with the Company / Registrar / Depository Participant(s).

As per SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 the requirement of sending physical copies of annual report to those shareholders who have not registered their email addresses and hard copies was dispensed with for Listed Entities who would be conducting their AGMs during the calendar year 2020. The same has been implemented for Listed Entities who would be conducting their AGMs during the calendar year 2022 vide SEBI

Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022 and further vide SEBI Circular dated

SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 relaxation has been provided till September 30, 2023. In this respect the physical copies are not being sent to the shareholders. The copy of the Annual Report would be available on the website of the Company: www.nagadhunserigroup.com. The initiatives were taken for asking the shareholders to register or update their email addresses.

Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company will provide e-voting facility to all the Members to enable them to cast their votes electronically on all Resolutions set forth in the notice. The instructions for e-voting have been provided in the notice.

38. Acknowledgement

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Board of Directors also thanks the employees of the Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the Shareholders of the Company. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staffs during the year.

For and on behalf of the Board of Directors

Naga Dhunseri Group Limited

Sd/-
Chandra Kumar Dhanuka
Place: Kolkata Chairman
Date: 30th May, 2023 (DIN: 00005684)