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 |
+91-9892691696
