Nakoda Group of Industries Ltd Directors Report.

To,

The Members,

Nakoda Group of Industries Limited,

Nagpur

Your Directors are pleased to present the 06th Annual Report on the business and operations of the Company and the financial results for the year ended 31st March, 2019.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars 31.03.2019 In Rs 31.03.2018 In Rs
Income from Operations 51,99,38,102.00 48,72,26,907.00
Other Income 1,44,961.00 67,205.00
Total Revenue 52,00,83,063.00 48,72,94,112.00
Total Expenditure 48,10,09,176.00 44,82,37,609.00
Financial Costs 2,07,03,740.00 1,87,59,795.00
Depreciation 87,01,195.00 61,55,173.00
Profit Before Tax 96,68,952.00 1,41,41,535.00
Tax 9,08,543.00 41,22,535.00
Profit After Tax (Net Tax) 87,60,409.00 1,00,19,000.00

Your Company has seen an overall growth in business. During the F.Y. 2018-19 the Company has achieved a turnover of Rs. 52.00 Cr. as against the turnover of Rs. 48.72 Cr. in the previous year. Net profit for the F.Y. 2018-19 stood at Rs. 87.60 Lakhs. as against Rs. 100.19 Lakhs in F.Y. 2017-18.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no significant material changes and commitments affecting financial position of the company between 31st March, 2019 and the date of Boards Report.

3. CHANGE IN NATURE OF BUSINESS:

The company has not changed the nature of business during the financial year under review.

4. DIVIDEND:

With a view to conserve the resources of the Company, Your Directors do not propose to recommend any dividend. These retained earnings can be utilized in future for financing expansion programmes and for meeting the fixed or working capital needs of the Company.

5. RESERVES AND SURPLUS:

Your directors do not recommend transfer of any amount out of profit to the reserves. Entire profit of Rs. 87, 60,409/-has been transferred to the Balance sheet under the head of Reserves and Surplus in F.Y. 2018-19.

6. MEETINGS:

(i) BOARD MEETINGS:-

During the year, Sixteen Board Meetings were held the details are as mentioned below:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 09.04.2018 6 6
2. 05.05.2018 6 6
3 18.05.2018 6 6
4 04.06.2018 6 6
5 29.06.2018 6 6
6 01.08.2018 6 6
7 11.08.2018 6 6
8 17.08.2018 6 6
9 07.09.2018 6 6
10 10.09.2018 6 6
11 31.10.2018 6 6
12 02.11.2018 6 6
13 14.11.2018 6 6
14 27.11.2018 7 7
15 04.12.2018 7 7
16 08.03.2019 7 7

(ii) COMMITTEE MEETINGS:

AUDIT COMMITTEE MEETINGS

During the year, Eight Audit Committee Meetings were held the details are given as under:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 07.06.2018 3 3
2. 29.06.2018 3 3
3 01.08.2018 3 3
4 07.09.2018 3 3
5 31.10.2018 3 3
6 14.11.2018 3 3
7 04.12.2018 3 3
8 29.03.2019 3 3

? NOMINATION & REMUNERATION COMMITTEE MEETINGS

During the year, Four Nomination & Remuneration Committee Meetings were held the details are given as under:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 21.06.2018 3 3
2. 11.08.2018 3 3
3 20.11.2018 3 3
4 26.02.2019 3 3

? STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

During the year, Four Stakeholders Relationship Committee Meetings were held the details are given as under:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 15.06.2018 3 3
2. 28.09.2018 3 3
3 31.12.2018 3 3
4 05.03.2019 3 3

7. COMPOSITION OF COMMITTEES:

During the year, your directors have constituted following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all Board level committees have been elaborated below:

A. AUDIT COMMITTEE

BRIEF DESCRIPTION AND TERMS OF REFERENCE

The role and terms of reference of the Audit Committee have been updated to be in line with Section 177 of the Companies Act, 2013 besides other terms as may be referred by the Board of Directors. The said Committee reviews reports of the Statutory Auditors and Internal Auditors periodically to discuss their findings and suggestions, internal control system, scope of audit, observations of the auditors and other related matters and reviews major Accounting policies followed by the Company.

COMPOSITION AND MEETING:

Composition of Audit Committee as on 31st March, 2019:

Name of Directors Status Nature of Directorship

Number of Meetings held during the Financial Year 2018-19

Held Attended
Mr. Pawan Jain Chairman Independent Director 8 8
Mr. Vinod Jain Member Independent Director 8 7
Mr. Ajay Lodha Member Independent Director 8 8
Mr. Rahul Mohadikar Member Independent Director 8 1

Note: - Mr. Vinod Jain has resigned on 08.03.2019 and Mr. Rahul Mohadikar was appointed as Independent Director W.e.f. 08.03.2019 in the company.

B. NOMINATION AND REMUNERATION COMMITTEE

BRIEF DESCRIPTION AND TERMS OF REFERENCE

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to the Managing Director/ Whole Time Directors; sitting fee payable to the NonExecutive Directors; remuneration policy covering policies on remuneration payable to the senior Executives.

COMPOSITION:

Name of Directors Status Nature of Directorship

Number of Meetings held during the Financial Year 2018-19

Held Attended
Mr. Ajay Lodha Chairman Independent Director 4 4
Mr. Pawan Jain Member Independent Director 4 4
Mr. Vinod Jain Member Independent Director 4 4
Mr. Rahul Mohadikar Member Independent Director 0 0

Note: - Mr. Vinod Jain has resigned on 08.03.2019 and Mr. Rahul Mohadikar was appointed as Independent Director W.e.f. 08.03.2019 in the company.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Members. The details of this policy are given below:-

Criteria and Qualification for Nomination & Appointment

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.

• A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person as Whole time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Policy on Remuneration

The Companys Remuneration policy considers human resources as its invaluable assets. The Remuneration policy for all the employees are designed in a way to attract talented executives and remunerate them fairly and responsibly, this being a continuous ongoing exercise at each level in the organization.

The Remuneration of Directors should be in accordance with the provisions of the Companies Act, 2013 read with Schedule-V of the companies Act, 2013 as amended from time to time.

• To ensure that the level and components of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and other employees of the quality required to run the Company successfully.

• No director/KMP/other employee are involved in deciding his or her own remuneration.

• The trend prevalent in the similar industry, nature and size of business are kept in view and given due weight age to arrive at a competitive quantum of remuneration.

• It is to be ensured that relationship of remuneration to the performance is clear & meets appropriate performance bench marks which are unambiguously laid down and communicated.

• Improved performance should be rewarded by increase in remuneration and suitable authority for value addition in future.

• Provisions of all applicable laws with regard to making payment of remuneration to the Board of Directors, KMP and Senior Management, as maybe applicable from time to time, shall be complied.

• Whenever, there is any deviation from the Policy, the justification/reasons should also be indicated/ disclosed adequately.

Managing Director and Executive Directors

The Company remunerates its Managing Director and Executive Directors by way of salary, perquisites and allowances. Remuneration is paid within the limits recommended by the Nomination & Remuneration Committee and the Board and as approved by the shareholders within the stipulated limits of the Companies Act, 2013 and the Rules made there

under. The remuneration paid to the Managing Director and the Executive Directors is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance.

Non-executive Directors

Non-executive Directors are presently not paid any remuneration. Your Company has not paid any sitting fees for attending the meeting of the Board and its Committees as per the provisions of the Companies Act, 2013 and the rules made there under. The Company, however, reimburses the expenses incurred by the Non -Executive Directors to attend the meetings.

Key Managerial Personnel and other senior employees

The remuneration of KMP and other employees largely consists of basic salary, perquisites, and allowances. Perquisites and retirement benefits are paid according to the Company policy. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry and its peer group.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE BRIEF DESCRIPTION AND TERMS OF REFERENCE

The Board has delegated the powers to a committee to approve transfer/transmission of shares, considering and resolving the grievances, to oversee the performance of the Registrar & Share Transfer Agent, Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading and to attend all other matters related thereto: COMPOSITION:

Composition of Stakeholders Relationship Committee as on 31st March, 2019:

Name of Directors Status Nature of Directorship

Number of Meetings held during the Financial Year 2018-19

Held Attended
Mr. Ajay Lodha Chairman Independent Director 4 4
Mr. Pawan Jain Member Independent Director 4 4
Mr. Vinod Jain Member Independent Director 4 4
Mr. Rahul Mohadikar Member Independent Director 0 0

Note: - Mr. Vinod Jain has resigned on 08.03.2019 and Mr. Rahul Mohadikar was appointed as Independent Director W.e.f. 08.03.2019 in the company.

D. CORPORATE SOCTAL RESPONSIBILITY (CSR) COMMITTEE

The company has not crossed the threshold limit as prescribed under section 135 of the Companies Act, 2013, hence has not been constituted the Corporate Social Responsibility Committee for the year.

8. DIRECTORS AND KEY MANAGERIAL PERSONS:

A. COMPOSITION OF THE BOARD:

Sr. No. Name of Director Designation Date of Appointment Date of Resignation
1. Mr. Pravin N. Choudhary Managing Director 10.02.2017 N.A.
2. Mrs. Manju P. Choudhary Women Director 05.12.2016 N.A.
3. Mr. Jayesh P. Choudhary Whole Time Director 06.06.2017 N.A.
4. Mr. Pawan Jain Independent Director 10.02.2017 N.A.
5. Mr. Vinod Jain Independent Director 10.02.2017 08.03.2019
6. Mr. Ajay Lodha Independent Director 10.02.2017 N.A.
7. Mr. Haresh Kumar Prashad Additional Director 27.11.2018 N.A.
8. Mr. Rahul Mohadikar Independent Director 08.03.2019 N.A.

-Retirement by Rotation

Pursuant to provisions of the Companies Act, 2013, Mrs. Manju Choudhary (DIN: 01918805), Executive Director will retire at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The Board recommends her re-appointment.

A. COMPOSITION OF KEY MANAGERIAL PERSONNEL:

The details of the Key Managerial personnel of the Company are as tabled below:

Sr. No. Name of Director Designation Date of Appointment Date of Resignation
1. Mr. Pratul B. Wate Company Secretary & Compliance Officer 01.07.2017 N.A.
2. Mr. Sakshi Tiwari Chief Financial Officer 10.02.2017 N.A.

9. DECLARATION FROM TNDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company as per the provisions of Section 149 subsection (7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed both under Section 149 sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

10. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arms length pricing Basis and the same are disclosed in financial statements. Appropriate approvals have been taken for related party transactions. Form AOC-2 is also attached below. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements