Nakoda Ltd Management Discussions.

B. Management Discussion And Analysis Report

(1) This section shall include discussion on the following matters within the limits set by the listed entitys competitive position:

1. Industry structure and developments:

The Textile industry is of significant importance to the Indian economy. Manmade Fibers contribute to major share of global fiber basket along with share of cotton declining steadily. The shift is even more prevalent with the intensifying issues of cotton shortage and price volatility coupled with decrease in crude oil prices being main feed stock for petroleum products like polyesters etc.

As in the past both demand and supply is expected to grow steadily.

2. Opportunities and Threats:

Polyester has overtaken cotton as the dominant fiber, but the cost and availability still plays major role in inter fiber substitution. Declining crude oil prices will significantly help polyester industry to grow at faster rate in near future.

Textiles, which is the countrys second largest employment generating sector after agriculture has been hit hard since the global economic slowdown It is : also facing problems of risk in raw material prices and high cost of credit.

3. Segment-wise or product-wise performance:

Company operates in two identical Segments are (1) Manufacturing (2) Trading. The performance is expected to improve and he Capital Employed has not identified with any of reportable segments, as assets used in the companys business and liabilities contracted are used interchangeable between segments.

4. Outlook:

Polyester filament fabric owing to its low-cost, versatility of characteristics, durability and wrinkle -resistance as well as very low per-capita consumption holds outstanding potential in India. However increase in the installed capacity may lead to price instability and pressure on profit margins. While the medium to long term projections for the industry is widely expected to be growth oriented, your companys operations have suffered adversely during the year under review due to problems narrated in the Directors Report. Your directors are making efforts to reduce the cost raw materials by using recycled materials in place of virgin materials to improve capacity utilization.

5. Risks and concerns:

The company like any other business concern is subject business risks arising from interest rate fluctuations, raw material price fluctuations and global economic condition. Decline in crude oil prices resulting in reduction in key raw materials like PTA and MEG put pressure on margins of recycled materials and also results in slow down of demand. However this phase is considered temporary and in long run it will lead to increase in demand.

6. Internal control systems and their adequacy:

The company has adequate internal control systems and is in process of further strengthening the existing internal control systems. The financial statements are reviewed periodically by the management. The company has set up an internal Audit trail whereby deviations, if any, can be brought to the notice of the management quickly and remedial actions are initiated immediately.

7. Discussion on financial performance with respect to operational performance:

Particulars As on 31/03/2017 As on 31/03/2016

(Amount in Lacs)

Turnover and other income 3449.24 4987.15
Gross profit/Loss (-) before Financial Charges & depreciation. 181.17 (16018.79)
Interest and Financial Charges 3.34 28.26
Profit/Loss(-) before depreciation 177.83 (16047.05)
Depreciation 8046.15 8458.19
Profit /Loss(-) After Tax for the year (7868.32) (13904.31)

8. Material developments in Human Resources / Industrial Relations front, including number of people employed:

The industrial relations remained cordial throughout the year. The employees of the company have extended a very productive co-operation in the efforts of the management to carry the company to greater heights. Continuous training down the line is a normal feature in the company to upgrade the skills and knowledge of the employees and workmen of the company.

(2) Disclosure of Accounting Treatment:

Financial statements have been prepared in accordance with applicable Accounting Standards, hence Para B (2) of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the company.

C. Corporate Governance Report:

(1) A brief statement on listed entitys philosophy on code of governance:

The Company firmly believes that business is built on ethical values and principles of transparency. Good Governance is an essential ingredient of any business, a way of life rather than a mere legal compulsion. The Companys philosophy of Corporate Governance aims at establishing a system which will assist the management to fulfill its corporate objectives as we to serve the best interest of the stakeholders at large viz. Shareholders, Customers, Employees, Society, Suppliers, and Lenders etc.

(2) Board of directors:

(a) Composition and Category of Directors (e.g. promoter, executive, nonexecutive, independent non-executive, nominee director - institution represented and whether as lender or as equity investor):

Category of Director Name of Director
Promoter/Executive Director 1. Babulal Gumanmal Jain
2. Devendra Babulal Jain
Independent & Non-Executive including Woman Director 1. Ashok Kumar Jain
2. Raj Kumar Gupta
3. Poonam Nandkishor Khandelwal

(b) Attendance of each director at the meeting of the board of directors and the last annual general meeting:

Name of Directors

Attendance at the

Attendance

Board Meetings

at Previous
Number of Meetings which director was entitled to attend Number of Meetings attended AGM held on 26/09/2016 (Y/N/NA.)
01 Devendra Babulal Jain 04 04 Y
02 Babulal Gumanmal Jain 04 04 Y
03 Raj Kumar Gupta 04 04 Y
04 Ashok Kumar Jain 04 03 Y
05 Poonam Nandkishor Khandelwal 04 04 N

(c) Number of other board of directors or committees in which a directors is a member or chairperson;

Name of Directors

In other

In other

Board of Director

Committees

Number of Members hip Number of Chairpersonship Number of Members hip Number of Chairpersnship
01 Devendra Babulal Jain 0 0 0 0
02 Babulal Gumanmal Jain 0 0 0 0
03 Raj Kumar Gupta 0 0 0 0
04 Ashok Kumar Jain 0 0 0 0
05 Poonam Nandkishor 01 0 02 0

Khandelwal

(d) Number of meetings of the board of directors held and dates on which held:

Board Met 4(Four) times during the year ended on 31.03.2017, the details are as follows:

Date of Board Meeting Total Number of directors as on the date of meeting Number of directors attended
06.05.2016 5 5
15.08.2016 5 5
14.11.2016 5 4
10.02.2017 5 5

(e) Disclosure of relationships between directors inter-se:

Shri Babulal Jain is father of Shri Devendra Jain, except this, none of the other directors have any inter-se relation.

(f) Number of shares and convertible instruments held by non-executive directors:

Non-executive directors are not holding any shares and convertible instruments.

(g) Web link where details of familiarisation programmes imparted to independent directors is disclosed: www.nakodaltd.com

(3) Audit committee:

(a) Brief description of terms of reference:

The terms of reference of Audit Committee is according to Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of Companies Act, 2013 which, inter alia, includes to oversee the Companys financial reporting process, to review Directors Responsibility Statement, changes, if any, in accounting policies and reasons for the same, qualifications in the draft audit report, performance & independence of statutory and internal auditors, reports of the Companys internal auditors, cost auditor and financial statements audited by the statutory auditors and also to review the information relating to Management Discussion and Analysis of financial statements and results of operations, statement of significant related party transactions, and internal control systems.

(b) Composition, Name of members and Chairperson:

Category of Members Name of Members
Chairperson & Independent Director Raj Kumar Gupta
Executive Director Devendra Babulal Jain
Independent Director Ashok Kumar Jain

(c) Meetings and attendance during the year:

Name of Members

Attendance at Audit

Committee Meetings

06.05.2016 15.08.2016 14.11.2016 10.02.2017
Raj Kumar Gupta Y Y Y Y
Devendra Babulal Jain Y Y Y Y
Ashok Kumar Jain Y Y N Y

(4) Nomination and Remuneration Committee:

(a) Brief description of terms of reference:

The terms of reference of Nomination and Remuneration Committee is according to Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of Companies Act, 2013 which, inter alia, includes to identify persons who are qualified to become director and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board Directors their appointment and removal and shall carry out evaluation of every directors performance and to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to Board of Directors a policy, relating to the remuneration for the directors, key managerial personnel and others employees.

(b) Composition, name of members and chairperson:

Category of Members Name of Members
Chairperson & Independent Director Ashok Kumar Jain
Independent & Non-Executive Raj Kumar Gupta
Independent & Non-Executive Poonam Nandkishor Khandelwal

(c) Meetings and attendance during the year.

Name of Members Attendance at Nomination & Remuneration Committee Meetings 14.11.2016
Ashok Kumar Jain Y
Raj Kumar Gupta Y
Poonam Nandkishor Khandelwal Y

(5) Remuneration of Directors:

(a) The non executive directors have not entered into any pecuniary transactions with the company except sitting fees paid to them as disclosed in annual report.

(b) Criteria of making payments to non-executive directors have been disclosed in the "Annexure B" to the Board Reports.

(c) Disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:

(i) All elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;

The remuneration to executive directors is towards salary and no other benefits have been paid. The remuneration to non-executive directors is towards sitting fees.

(ii) Details of fixed component and performance linked incentives, along with the performance criteria;

The remuneration to directors is fixed and not linked to performance.

(iii) Service contracts, notice period, severance fees;

The executive directors are appointed in pursuance of General body resolutions by members and no notice period or severance fees have been defined.

(iv) Stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable

The company has not given any stock options to directors.

(6) Stakeholders grievance committee:

The terms of reference of Stakeholders grievance committee is according to Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of Companies Act, 2013 which, inter alia includes consider and redressal of complaints related to transfer of shares, non-receipt of dividends, non-receipt of annual report, etc. received from shareholders / Investors and improve the efficiency in investors service, wherever possible.

(a) Name of non-executive director heading the committee:

Shri Raj Kumar Gupta, Independent & Non-Executive Director heads the Committee.

(b) Name and designation of compliance officer:

Shri Devendra Babulal Jain, Joint Managing Director of the Company appointed as Compliance Officer

(c) Number of shareholders complaints received so far:

During the Year, One Complaint was received from the shareholder.

(d) Number not solved to the satisfaction of shareholders:

One Complaint remained unsolved.

(e) Number of pending complaints:

One investor compliant has remained pending.

(7) General body meetings:

(a) Location and time, where last three annual general meetings held:

Particulars Year ended on Year ended on Year ended on
31.12.2013 31.03.2015 31.03.2016
Day Friday Wednesday Monday
Date 27.06.2014 30.09.2015 26.09.2016
Time 11:30 a.m. 3.00 p.m. 3.00 p.m.
Venue Block No 1 & 12 to Block No 1 & 12 to Block No 1 & 12 to
16 Village-Karanj, 16 Village-Karanj, 16 Village-Karanj,
Tal Mandvi Dist- Tal Mandvi Dist- Tal Mandvi Dist-
Surat 394110 Surat 394110 Surat 394110

(b) No special resolution has been passed in the previous three annual general meetings.

(c) No special resolution was passed last year through postal ballot.

(d) Mr. Kunjal Dalal, Practicing Company Secretary has conducted the postal ballot exercise.

(e) No special resolution is proposed to be conducted through postal ballot.

(f) Procedure for postal ballot: The Company has provided postal ballot facility to members who desire to exercise voting right through postal ballot. The postal ballot form sent along with notice should reach the company / scrutinizer on or before 05.00 p.m. on Wednesday, 13th December, 2017.

(8) Means of communication:

(a) Quarterly Results: The Company publishes its quarterly results every quarter in newspapers. The results are also displayed on the Companys website and the quarterly results are also communicated to the Stock Exchange(s).

(b) Company publishes its results normally in Gujarati and English News Papers i.e. Lok Mitra and Free Press respectively.

(c) Results of the company are displaced on its website at www.nakodaltd.com and also on the website of Stock Exchange(s).

(d) The Company does not have practice of displaying official new release.

(e) Company does not have practices of making Presentations to institutional investors or to the analysts.

(9) General shareholder information:

(a) The 32nd AGM of the Nakoda Limited (CIN: L17111GJ1984PLC045995) will be held at Block No 1 & 12 to 16 Village-Karanj, Tal Mandvi, Dist-Surat 394110 at 03.00 p.m. on Thursday, 14th December, 2017.

(b) Financial year: 01 /04/2016 to 31/03/2017

(c) Company has not declared any dividend during the year.

(d) The securities of the company are listed on:

Bombay Stock Exchange Ltd. National Stock Exchange of India Ltd.

Phiroze Jeejeebhoy Towers, "Exchange Plaza", Bandra Kurla

Dalal Street, Complex, Bandra East,

Mumbai 400001 Mumbai 400051

The company confirms that the annual listing fees have been fully paid to both the Stock exchanges.

(e) Stock code: BSE: 521030, NSE: NAKODA

(a) Market Price data- high, low during each month in last financial year is as under:

Month

BSE

NSE

High Low High Low
April 0.33 0.29 0.35 0.25
May 0.30 0.24 0.30 0.25
June 0.36 0.23 0.35 0.20
July 0.36 0.30 0.40 0.25
August 0.35 0.27 0.35 0.25
September 0.37 0.26 0.35 0.25
October 0.51 0.29 0.55 0.25
November 0.63 0.41 0.75 0.40
December 0.51 0.41 0.50 0.40
January 0.45 0.40 0.45 0.40
February 0.46 0.36 0.45 0.35
March 0.44 0.35 0.45 0.35

(b) Performance in comparison to broad-based indices such as BSE Sensex, CRISIL Index etc;

(c) The securities of company are not suspended from trading, hence no explanation in this regard is required.

(d) Registrar to an issue and share transfer agents:

MCS Share Transfer Agent Limited

10, Aram Appartment, 12 Sampatrao Colony, B/H Laxmi Hall, Alkapuri, Vadodara 390007

(e) Share Transfer System:

In order to expedite the process of share transfer, the board of director has delegated the power of transfer of shares and debenture to Registrar (MCS Share Transfer Agent Limited) who considers and approves transfer every fifteen days, if there any.

(f) Distribution of Shareholding:

Category No. of shareh olders Total Number of Shares held Sharehold ing as a % of total no. of shares Number of shares Pledged Number of equity shares held in dematerializ ed form
Promoter & Promoter Group 9 13,68,49,600 45.62 62,18,400 13,68,49,600
Public 19,723 16,31,50,400 54.38 - 15,91,81,620
Total 19,732 30,00,00,000 100 62,18,400 29,60,31,220

(g) Dematerialization of shares and liquidity:

Category No. of Share % of Shares
Share in Physical Mode 39,68,780 1.32
Share in Demat Mode 29,60,31,220 98.68

(h) Outstanding Global Depository Receipts or American Depository Receipts or warrants or any convertible instruments, conversion date and likely impact on equity:

During the year the Company has not issued any GDR / ADR / Warrant / any Convertible Instrument.

(i) Commodity price risk or foreign exchange risk and hedging activities: Not applicable

(j) Plant location:

The manufacturing unit of company is Block No 1 & 12 to 19, Village-Karanj Tal- Mandvi, Surat 394110.

(k) Address for correspondence:

401, 4th Floor, Union Trade Centre, Besides Apple Hospital, Udhna Darwaja, Ring Road, Surat 395002

(10) Other Disclosures:

(a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large:

During the year, the Company has not entered into any materially significant transaction with any related Party.

(b) Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years:

The Company has complied with the requirements of Stock Exchanges, SEBI and other statutory authority on matters related to capital markets and no penalties / strictures have been imposed against the Company during the last three years.

(c) Details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee:

Company has adopted vigil mechanism in the form of Whistle Blower Policy, the details regarding same has been earlier described and forms part boards report. Further the company affirms that no personnel have been denied access to the audit committee for any suspected / confirmed incident of fraud / misconduct.

(d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements:

The Company has complied with all the mandatory requirements and has also adopted part of the non-mandatory requirements.

(e) Web link where policy for determining ‘material subsidiaries is disclosed:

The Companys policy on ‘material subsidiary is placed on the Companys website and can be accessed through web link www.nakodaltd.com .

(f) Web link where policy on dealing with related party transactions:

The Companys policy on related party transaction is placed on the Companys website and can be accessed through web link www.nakodaltd.com .

(g) Disclosure of commodity price risks and commodity hedging activities:

The directors do not foresee sizable risk in commodity prices requiring the hedging activities.

(11) Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed.

The company affirms that company has complied with all the requirements of corporate governance report of sub- paras (2) to (10) of Clause C of Schedule of V of Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2015.

(12) The corporate governance report shall also disclose the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted.

The company is in process of adoption discretionary requirements as specified in Part E of schedule II of SEBI (LODR) Regulations, 2015. The company is already in regime of un- modified audit report.

(13) The disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of subregulation (2) of regulation 46 shall be made in the section on corporate governance of the annual report.

The company affirms that the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of subregulation (2) of regulation 46 are fully complied with.

D. Declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management:

Company has not appointed Chief Executive Officer, hence declaration signed by Director is attached to Board‘s Report as "Annexure D".

E. Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors report:

Compliance Certificate from auditor of company regarding Compliance of conditions of corporate governance shall be attached to this Board‘s Report as "Annexure E".

F. Disclosures with respect to demat suspense account/unclaimed suspense account: Not Applicable

By Order of the Board of Directors

For Nakoda Limited

sd/-

Raj Kumar Gupta

(DIN: 01149510)

Chairman of

meeting

Place: Surat

Date: 01/11/2017