Nagreeka Exports Director Discussions


To the Members,

Your Directors have pleasure in presenting the 34th Annual Report on the affairs of your Company together with the Audited Statements of Accounts for the Year ended March 31,2023.

FINANCIAL RESULTS

2022-2023 2021-2022
(Rs. In Lakhs) (Rs. In Lakhs)
Revenue from Operation 38,851.25 55,178.83
Other Income 227.87 85.68
Total Income 39,079.12 55,264.51
Profit Before Finance Costs, Depreciation And Taxation 1,842.46 2,898.59
Finance Costs 1,071.32 1,362.14
Depreciation and Amortization Expenses 731.02 728.66
Profit/(Loss) Before Taxation 40.12 807.79
Tax Expenses (263.33) 188.43
Profit/(Loss) After Taxation 303.45 619.36
Total Other Comprehensive Income (111.74) 212.89
Total Comprehensive Income for the Period ^ ^ 191.71 832.25

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 which will increase in the financial year 2023-2024.

PERFORMANCE REVIEW

Your Company has achieved revenue of Rs 38,851.25 lakh (previous year Rs. 55,178.83 lakh) with profit of Rs 303.45 lakh (previous year profit of Rs. 619.36 lakh).

SHARE CAPITAL

During the year under review, there have been no changes in Share capital of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 8 members of which 4 are Independent Directors including one woman Independent Director.

At the 33rd Annual General Meeting of the Company held on 29th September, 2022, Mr. Mahendra Ishwarlal Patwari was re-appointed as the Whole Time Director of the Company for a period of 5 years.

As per provisions of Section 152 of the Companies Act, 2013, Mr. Sushil Patwari (DIN 00023980), is liable to retire by rotation and being eligible for reappointment, he 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 Directors seeking Appointment/ 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. Your Directors recommend the resolutions pertaining to appointment/re- appointment of aforesaid Directors for your approval.

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 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

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 2022-23 in accordance with the provisions of Section 135 (1) of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial year 2022-23, 5 (five) Board meetings of the Board of Directors were held, the details of which are given in Corporate Governance Report, which forms 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 14.02.2023 during the year 2022-23 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, 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 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 change and commitment made, affecting the financial position of the Company, between 1st April,2023 and 30th 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 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 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. 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 was 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, 2023. 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 Mr. Vivek Mishra, Company Secretary in Practice (CP No.17218) as the Secretarial Auditor for the financial year 2023-24 in the Board Meeting held on 30.05.2023.

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 Report does not contain any qualification, reservation or adverse remark.

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 2023-24 Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting. Cost Audit Report for the financial year 2022-23 was 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, 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-exports- limited-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 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 and marked as Annexure "D" to this report HEALTH AND SAFETY MEASURES

The Companys primary objectives are to ensure the safety and health of the companys 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 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.

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 arms 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 Companys 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 Sushil Patwari
Date: 30/05/2023 Chairman-00023980