Narendra Investments (Delhi) Ltd Directors Report.

To,

The Members,

Narendra Investments (Delhi) Limited,

Your Directors have pleasure in presenting the 42nd Annual Report together with the audited statement of accounts for the year ended 31st March, 2019.

1. Financial Results

(Amount In Rupees)

Standalone Consolidated
Particulars 2018-19 2017-18 2018-19 2017-18
Profit before Interest, Depreciation and Tax 19,27,286 32,91,109 (65,27,724) 41,22,462
Finance Cost 3,17,087 4,56,959 17,38,648 8,49,026
Depreciation and Amortisation 6,16,284 6,16,284 17,11,748 8,15,189
Profit / (Loss) Before Tax 9,93,915 22,17,866 (99,78,119) 24,58,247
Provision for taxation 2,70,449 3,90,538 (21,34,889) 4,52,232
Profit / (Loss) After Tax 7,23,466 18,27,328 (78,43,231) 20,06,015
Other Comprehensive Income (19,33,600) 13,89,527 (19,33,600) 13,89,527
Total Comprehensive Profit for year (12,10,133) 32,16,855 (97,76,830) 33,95,542
Total Comprehensive Profit for year attributable to - - (33,97,853) 42,822
Non-Controlling Interest
Earnings per Share (Basic & Diluted) 0.19 0.59 (1.16) 0.63

2. OPERATIONS:

The Standalone Operating Income of the Company is derived from a mix of sale of shares, dividend, interest income advisory income and other income. The Profit after Tax of the Company from standalone business for the year ended 31st March 2019 is 7,23,466/- as against 18,27,328/- for the previous year. The Consolidated Loss for year ended 31stMarch, 2019 is 78,43,230/- as against profit of 20,06,015 for year ended 31stMarch, 2018. The Company has made substantial investments during the year for expanding its operation in Indian as well as Overseas market which is the main reason for fall in profit. The management is hopeful of achieving better returns on these investments in near future.

3. DIVIDEND:

In order to conserve the resources and need of the funds for expansion and working capital requirement for its key subsidiary company i.e. Fudkor India Pvt. Ltd., management has decided not to distribute any dividend and plough back the profits in the business.

4. SHARE CAPITAL:

The paid-up equity share capital as on 31stMarch 2019 was 3,82,00,000/- divided into 38,20,000 equity share of 10/- each. During the year under review the company has not made any fresh issue of shares.

5. TRANSFER OF UNPAID/UNCLAIMED DIVIDEND:

The Company does not have any amount of Unpaid/Unclaimed Dividend which is required to be transferred to the Investors Education & Protection fund as required under Section of the Companies Act. There is no other statutory amount like outstanding unpaid Refund Amount on Share Applications, unpaid interests or principal of Deposits and Debentures, etc. lying with the company which are required to be transferred to Investors Education and Protection Fund.

6. TARNSFER TO RESERVES

The company does not propose to be transferred out of the current profits to General Reserve.

7. CHANGE IN BUSINESS NATURE

There has been no change in the Nature of Business of the company during the year

8. FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

9. COMPLIANCE WITH THE LISTING AGREEMENT:

Companys shares are listed on BSE Ltd. w.e.f. 13th December 2016 and Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange.

10. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with IND AS 103 issued by the Institute of Chartered Accountants of India, form part of the Annual Report. The annual accounts of the subsidiary company and related detailed information are available on the website of the Company and are kept at the Registered Office of the Company and its subsidiary company and will be available to investors seeking information at any time. The consolidated financial results reflect the operations of Fudkor India Private Limited and Vegico Foods Private Limited (Subsidiaries).

Subsidiary Company

Fudkor India Private Limited (51%) and Vegico Foods Private Limited (100%) are subsidiaries of the company. Both of the subsidiaries are engaged in business of manufacturing and trading of Food Products like Spices, Pickles, Ready to make foods, etc. Detailed information regarding these subsidiaries can be found on their respective websites.

Joint Venture Company/Associates

The Company has no Joint Venture Company/Associates as on date of this Balance Sheet.

11. SIGNIFICANT OR MATERIAL ORDER PASSED BY REGULATORS/COURTS

During the year under review, there were no significant or material orders passed by the regulators or court or tribunals impacting the going concern status and Company Operations in future.

12. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2019 and the date of the director report.

13. CORPORATE SOCIAL RESPONSIBILITY

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of 500 crores or more or turnover of 1000 crores or more net profit of 5 crores during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years. Accordingly, the provision of CSR activities under Companies Act, 2013 do not apply to company.

14. CORPORATE GOVERNANCE:

As required by the existing Regulation 34(3) of the Listing Regulation, a detailed report on Corporate Governance is included in the Annual Report. The Auditors have certified the Companys compliance of the requirements of Corporate Governance in terms of Regulation 34(3) of the Listing Regulation and the same is annexed to the Report on Corporate Governance.

15. RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. All the related party transactions are pre-approved by the Audit Committee. In view of this, disclosure in form AOC-2 has not been provided as the same is not applicable to the Company. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

16. DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134 (3)(M) OF THE COMPANIES ACT, 2013(ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

i) CONVERSION OF ENERGY

The Additional information required under the Act relating to conservation of energy is not applicable to company.

ii) TECHNOLOGY ABSORPTION

The Additional information required under the Act relating to technology absorption is not applicable to company.

iii) FOREIGN EXCHANGE TECHNOLOGY ABSORPTION

The company has no foreign exchange earnings or outgoes during the year under review.

17. AUDITORS: Statutory Auditors

M/s SHAH & KATHARIYA, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting (AGM) subject to ratification of their appointment by the Members at every AGM held after the ensuing AGM.

The Audit Report issued by the Auditors of the Company forms part of the Annual Report and does not contain any qualification, reservation or adverse remarks.

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 and the Companies (Accountants) Rules, 2014, the company has adequate internal audit system.

Secretarial Audit

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the company has appointed M/s Shravan A. Gupta & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure B”.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains adequate internal control systems, which provide, amongst other things, adequate support to all its operations and effectively handle the demands of the Companys financial management systems. The Company has in place effective systems safeguarding the assets and interest of the Company and ensuring compliance with law and regulations. The Companys internal control systems are supplemented by an extensive program of internal audit conducted by an external auditor to ensure adequate system of internal control.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of Companies Act, 2013, as amended, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the accounts for the financial year ended 31st March 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. 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 31st March,2019 and of the profit and loss of the Company for the year ended 31st March, 2019;

iii. The Directors have taken proper and enough care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts for the financial year ended 31stMarch, 2019 on a going concern basis.

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. DIRECTORS:

There is no change in the directorship of the company.

21. INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

22. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committee and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of committee was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report attached to this report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

24. PARTICULARS OF THE EMPLOYEES:

The information as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company arranged various interactive awareness workshops in this regard for the employees in the Corporate Office during the financial year. During the financial year ended March 31, 2019, no complaint pertaining to sexual harassment was received by the Company

26. SHARE TRANSFER SYSTEM:

Presently the Share Transfer documents received by the Companys Registrar and Transfer Agents in physical form are processed, approved and dispatched within a period of 5 to 15 days from the date of receipt, provided the documents received are complete and the shares under transfer are not under dispute.

ISIN NO:

The Companys Demat International Security Identification Number (ISIN) for its equity shares in NSDL and CDSL is INE666Q01016.

ACKNOWLEDGEMENT:

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the company.