nagreeka capital infrastructure ltd share price Directors report

DIVIDEND

Your Directors do not recommend payment of any dividend for the year ended 31st March, 2023 with a view to improving liquidity to meet part of working capital requirement of the Company.

PERFORMANCE REVIEW

The Operating Income of the Company is derived from a mix of dividend and securities trading. The inventory or investments as on 31^st March, 2023, comprised of mostly Quoted scripts and few unquoted scripts and mutual funds.

The Companys total income for the year is Rs 2236.41 Lakh (Previous Year Rs. 1562.81 Lakh). The Loss for the Year is Rs 3645.50 (Previous Year Profit Rs. 358.95 Lakhs).

SHARE CAPITAL

During the year under review, the Company there was no change in authorized and paid up capital of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 6 members of which 3 are independent Directors. The Board also comprises of 1 woman Director

Change in designation

During the year under review, Mr. Sushil Patwari (DIN-00023980) who was liable to retire by rotation was re-appointed as a Director of the Company and the term of Mr. Amitava Mazumdar (DIN: 06441635) an Independent Director of the Company who had attained the age of 75 years on 1st April, 2023 was consented to be continued at 28^th Annual General Meeting of the members of the Company held at 28^th September, 2022. Ms. Shruti Murarka, Company Secretary of the Company resigned as the Company Secretary of the Company with effect from 31st August, 2022 and owing to the resignation of the previous Company Secretary Ms. Anita Kumari Gupta was appointed as the Company Secretary of the Company with effect from 15^th September, 2022. Ms. Anita Kumari Gupta, Company Secretary of the Company resigned with effect from 20^th January, 2023. Mr. Shubham Ranjan Sinha was appointed as the Company Secretary of the Company with effect from 13^th February, 2023.

As per provisions of Section 152 of the Companies Act, 2013, Mr. Manish Kumar Bansal (DIN: 01227489), is liable to retire by rotation and being eligible has offered himself for re-appointment. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been given in the notice convening the aforesaid Annual General Meeting.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION

The Companys 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 2 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-C forming part of this Report.

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 Management Discussion and Analysis is annexed hereto and marked as Annexure “A”.

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 a part of this Annual Report and marked as Annexure “B”. Requisite Certificate from the Practicing Company Secretaries, M/s. Vivek Mishra & Co. (CP No.17218), 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.

All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2022-23. A declaration to this effect signed by the Managing Director & CEO of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of SEBI Listing Regulations, 2015.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors held 6 (Six) meetings during the year on May 28, 2022, June 30, 2022, August 13, 2022, September 15, 2022, November 14, 2022 and February 13, 2023. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBIs 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.

The Board of Directors has expressed its satisfaction with the evaluation process.

One separate meeting of Independent Directors was held during the year on February 13, 2023, 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 to assess 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, 2023, 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, 2023 and of the loss 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 change and commitment made, affecting the financial position of the Company, between 1^st April,2022 and 29^th May 2023 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 Companys operations in future.

DEPOSITS

Your Company is a non-deposit taking Company (NBFC-ND-SI). The Company has not accepted any deposit 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. The Company has passed a Board Resolution for non-acceptance of deposits from public.

RBI GUIDELINES

Reserve Bank of India (RBI) granted the Certificate of Registration to the Company in September 2008 vide Registration No.: N-05.06774, to commence the business of a Non-Banking Financial Institution without accepting deposits. Your Company is a Systemically Important Non-Banking Financial Company (NBFC-ND-SI). The Company has complied with and continues to comply with all the applicable regulations and directions of the RBI.

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 Companys 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 of women at workplace. The following is the summary of sexual harassment complaints received and disposed off during the year: i) No. of Complaints received during the year: Nil ii) No. of complaints disposed off during the year: 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

Your Company being a Non-Banking Finance Company, whose main objective is investment in securities and the provisions of section 186(11) (b) of the Companies Act, 2013 are not applicable. It may kindly be noted that the Members of the Company has passed special resolution in the Annual General Meeting dated 10^th September, 2014 for making loans and investments for an amount not exceeding Rs. 500 Crores only. The investments of the Company are well within the sanctioned limits till date.

STATUTORY AUDITORS

At the 25^thAnnual General Meeting held on 27^th September, 2019, M/s. Das & Prasad,(FRN 303054E), Chartered Accountants, Kolkata were appointed as the Statutory Auditors for a period of 5 years from the conclusion of 25^th Annual General Meeting till the conclusion of 30^th Annual General Meeting to be held in the year 2024.

AUDITORS REPORT

The Auditors Report does not contain any qualification, reservation or adverse remark on the Financial Statements for the year ended March 31, 2023. The statements made by the Auditors in their Report are self- explanatory and do not call for any further 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. The same is attached as Annexure “D” 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 2022-23.

The said Reports does not contain any qualification, reservation or adverse remarks or disclaimer by the Secretarial Auditor.

On Board Meeting held on 29.05.2023 the Board has appointed M/s. Vivek Mishra & Co. (CP No. 17218), a firm of Practicing Company Secretaries as Secretarial Auditor of the Company for the year 2023-2024.

ANNUAL RETURN EXTRACT

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, the draft Annual Return as on March 31, 2023 in e-form MGT- 7 is available on the Companys website at the link https://nagreeka.com/nagreeka-capital-infrastructure-ltd-investor-relations/ The final version of the Annual Return will be uploaded on the Companys website after the conclusion of the ensuing AGM.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The provisions of Section 134(3)(m) of the Companies Act, 2013 and the rules made there under relating to conservation of energy, technology absorption do not apply to your Company as it is not a manufacturing Company. However, your Company has been increasingly using information technology in its operations and promotes conservation of resources.

During the year under review, there has been no foreign exchange earnings or expenditure in the Company.

PARTICULARS OF EMPLOYEES

The information of employees and managerial remuneration, as required under Section 197(2) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of this Report. (Annexure C)

SECRETARIAL STANDARDS

Pursuant to the approval given in 10 April, 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI), the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1^st July 2015. The said standards were amended with effect from 1^st October 2017, the Company is in compliance with the same.

RISK MANAGEMENT

The Company has an approved Risk Management policy by the Board. Risk Evaluation and Management is ongoing process within the organization and is periodically reviewed by the Board of Directors.

RELATED PARTY TRANSACTIONS

The revised policy on materiality of RPTs and also on dealing with RPTs has been formulated by the Board at its meeting and amended on 14^th February, 2019. The said Policy was further amended, inter alia, stipulating the threshold limits on 12^th February, 2022 and the same is placed on the Companys website.

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year were in the ordinary course of business and on an arms-length basis and disclosures are being submitted to stock exchanges within the prescribed time limit and are being published on the Companys website. There were no material 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.

OTHER STATUTORY DISCLOSURES

Neither any application was made, nor any proceeding is pending under the insolvency and Bankruptcy Code, 2016 against the Company.

During FY2023, 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.

ACKNOWLEDGEMENT

Your Directors acknowledge various agencies of the Central and State Government(s) for their support and Co-operation. Your Directors are also thankful to all stakeholders including customers, bankers and suppliers for their continued assistance, cooperation and support. Your Directors wish to place on record their sincere appreciation of all employees for their commitment and contribution to the Company.