Dear Members,
The Directors have pleasure in presenting their Integrated Annual Report of Narmada
Agrobase Limited (“the Company”) along with Audited Annual Financial Statements
for the Financial Year ended on 31st March 2023. Further, in compliance with
the Companies Act, 2013 the Company has made all requisite disclosure in the Boards
Report with the objective of accountability and transparency in its operations and to make
you aware about its performance and future perspective.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
The Companys performance during the year ended 31st March 2023 and the
corresponding figures for the last year are as under:
(Amount in Lakhs)
Particulars |
For the Year Ended on 31st March 2023 |
For the Year Ended on 31st March 2022 |
Net Revenue |
5007.63 |
3503.41 |
Profit Before Interest, Depreciation & Tax |
206.86 |
205.30 |
Less: Finance Cost |
86.24 |
81.56 |
Less: Depreciation & Amortization Expense |
31.61 |
36.57 |
Profit / (Loss) Before Tax |
89.01 |
87.17 |
Less: Provision for Tax [Current] |
21.66 |
26.73 |
Less: Income Tax (JV) [Short / Excess Provision of IT W/off] |
0 |
0 |
Less: Deferred Tax (Assets) / Liabilities |
2.13 |
(0.23) |
Less: Tax Adjustment of earlier year |
0 |
0 |
Profit / (Loss) After Tax |
65.22 |
60.76 |
Less: Proposed Dividend & Tax thereon |
- |
- |
Balance carried to Balance Sheet |
65.22 |
60.76 |
OPERATIONAL PERFORMANCE:
For the financial Year 2022-2023, your Company recorded net sales of Rs. 5007.63 Lakhs
as against Rs. 3503.41 Lakhs in the previous year and thereby recording the increase in
the net sales. Despite the tough market conditions faced by the industry, Company is
striving hard to achieve the better results and the assured progressive growth in future.
Further for the Financial Year 2022-2023, the company achieved Profit of Rs. 65.22
Lakhs as compared to Rs. 60.76 Lakhs in the previous financial year.
AMOUNTS PROPOSED TO BE CARRIED TO ANY RESERVES:
No amount is transferred to general reserve. Surplus amount is carried to Profit &
Loss A/c in Balance sheet. The Board of Directors has decided to retain the entire amount
of profit for financial year 2022-23 in the statement of profit and loss.
ECONOMIC ENVIRONMENT:
Global growth is projected to fall from an estimated 3.5 percent in 2022 to 3.0 percent
in both 2023 and 2024. While the forecast for 2023 is modestly higher than predicted in
the April 2023 World Economic Outlook (WEO), it remains weak by historical standards. The
rise in central bank policy rates to fight inflation continues to weigh on economic
activity. Global headline inflation is expected to fall from 8.7 percent in 2022 to 6.8
percent in 2023 and 5.2 percent in 2024. Underlying (core) inflation is projected to
decline more gradually, and forecasts for inflation in 2024 have been revised upward.
The recent resolution of the US debt ceiling standoff and, earlier this year, strong
action by authorities to contain turbulence in US and Swiss banking reduced the immediate
risks of financial sector turmoil. This moderated adverse risks to the outlook. However,
the balance of risks to global growth remains tilted to the downside. Inflation could
remain high and even rise if further shocks occur, including those from an intensification
of the war in Ukraine and extreme weather-related events, triggering more restrictive
monetary policy. Financial sector turbulence could resume as markets adjust to further
policy tightening by central banks. Chinas recovery could slow, in part as a result of
unresolved real estate problems, with negative cross-border spillovers. Sovereign debt
distress could spread to a wider group of economies. On the upside, inflation could fall
faster than expected, reducing the need for tight monetary policy, and domestic demand
could again prove more resilient.
In most economies, the priority remains achieving sustained disinflation while ensuring
financial stability. Therefore, central banks should remain focused on restoring price
stability and strengthen financial supervision and risk monitoring. Should market strains
materialize, countries should provide liquidity promptly while mitigating the possibility
of moral hazard. They should also build fiscal buffers, with the composition of fiscal
adjustment ensuring targeted support for the most vulnerable. Improvements to the supply
side of the economy would facilitate fiscal consolidation and a smoother decline of
inflation toward target levels.
Global GDP growth in 2023 is projected to be 2.7%, the lowest annual rate since the
global financial crisis, with the exception of the 2020 pandemic period. A modest
improvement to 2.9% is foreseen for 2024. Annual OECD GDP growth is projected to be below
trend in both 2023 and 2024, although it will gradually pick up through 2024 as inflation
moderates and real incomes strengthen.
The Gross Domestic Product (GDP) in India was worth 3385.09 billion US dollars in 2022,
according to official data from the World Bank. The GDP value of India represents 1.51
percent of the world economy.
Related |
Last |
Previous |
Unit |
Reference |
GDP Growth Rate |
1.90 |
1.00 |
percent |
Mar 2023 |
GDP Annual Growth Rate |
6.10 |
4.50 |
percent |
Mar 2023 |
GDP |
3385.09 |
3150.31 |
USD Billion |
Dec 2022 |
GDP per Capita |
2085.12 |
1961.96 |
USD |
Dec 2022 |
GDP per Capita PPP |
7096.34 |
6677.19 |
USD |
Dec 2022 |
Full Year GDP Growth |
7.20 |
9.10 |
percent |
Mar 2023 |
QUALITY AND INFORMATION SECURITY:
The Company continues to sustain its commitment to the highest levels of quality. Our
focus on quality, productivity and innovations has helped us deliver increased value to
our customers. The company is certified for ISO 9001:2015 (quality management Systems).
Narmada has a flagship brand which commands a high reputation worldwide for quality
products, efficient services and level of reliability as a stable supplier of quality
products in cattle feed Industries. The products offered by us are processed using quality
ingredients sourced from the selected vendors of the market. Before packaging and
distributing, the raw material is inspected by the Quality Assurance team after being
adequately graded and processed.
DIVIDEND:
In order to plough back the profits for the activities of the company and strategy of
growth in the business through enhancing manufacturing capacity, your directors do not
recommend any dividend for the financial year.
DETAILS OF SIGNIFICANT ORDERS PASSED BY REGULATORS AND MATERIAL CHANGES IF ANY BETWEEN
THE END OF THE FINANCIAL YEAR 31st MARCH, 2023 OF THE COMPANY AND THE DATE OF
THE REPORT:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year under review, the Company has not changed the nature of business
activity.
DEPOSIT
The Company has not accepted any deposits under the provisions of Section 73 of the
Companies Act,
2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to
time, during the year under review and therefore details mentioned in Rule 8(5) (v) &
(vi) of Companies (Accounts) Rules,
2014 relating to deposits, covered under Chapter V of the Act is not required to be
given.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of the Company comprises an optimum combination of executive and
non-executive independent directors. As on the date of this report, Board of Directors of
the Company comprises of total six (6) directors. The Composition of the Board of
Directors and Key managerial personnel is as under:
NAME OF THE DIRECTOR |
CATEGORY AND DESIGNATION |
Neerajkumar Sureshchandra Agrawal |
Chairman, Managing Director & Chief Financial Officer |
Suresh Chandra Gupta |
Whole Time Director |
Ganesh Bhavarlal Prajapati |
Non-Executive Independent Director |
Nidhi Dineshbhai Patel |
Non-Executive Independent Director |
Pooja Aidasani |
Non-Executive Independent Director |
Gaurav Agarwal |
Non-Executive Independent Director |
Nidhi Jain |
Company Secretary and Compliance officer |
In pursuant to provisions of Section 203 of the Companies Act, 2013 read with the
applicable rules and other applicable provisions of the Companies Act, 2013, the
designated Key Managerial Personnel (KMP) of the Company as on 31st March, 2023
are as follows:
NAME OF KMP |
CATEGORY AND DESIGNATION |
Neerajkumar Sureshchandra Agrawal |
Managing Director & Chief Financial Officer |
Suresh Chandra Gupta |
Whole-Time Director |
Nidhi Jain |
Company Secretary and Compliance officer |
Reappointment and Appointments during the period under review has been disclosed in the
Corporate Governance Report which is forming part in this Director Report.
Profile of Directors being Re-appointed
As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of
Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting are
annexed to this notice convening 11th Annual General Meeting.
None of the Directors of the Company is disqualified for being re-appointed as Director
as specified in Section 164 (2) of the Companies Act, 2013.
REMUNERATION POLICY:
The Company follows a policy on remuneration of Directors and Senior Management
Employees. The policy has been approved by the Nomination & Remuneration Committee and
the Board.
The policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees
can be accessed on website of the Company at following website of the company http://www.narmadaagrobase.com
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 135 of the Companies Act, 2013, in respect Corporate Social
Responsibility are not applicable to the company.
DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received the necessary declarations from each Independent Director in
accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI
Listing Regulations, that he / she meets the criteria of independence as laid out in
Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the
opinion of the Board, there has been no change in the circumstances which may affect their
status as independent directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency in terms of Section 150(1) of
the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses, if any.
Company affirmed that the Directors being appointed are not debarred from holding the
office of director by virtue of any SEBI order or any other such authority
CORPORATE GOVERNANCE:
In terms of Regulations 34 read with Schedule V of SEBI (LODR) Regulations and DPE
Guidelines, a report on Corporate Governance for the year ended March 31, 2023 has been
prepared and annexed as “Annexure I” to this Report. The Companys
Secretarial Auditor has issued a Certificate on Corporate Governance, which is appended to
the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion & Analysis report for the year under review as stipulated
under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed as “Annexure
II” hereto and forms part of this Report. For sake of brevity the items covered
in Boards Report are not repeated in the Management Discussion and Analysis Report.
NON DISQUALIFICATION OF DIRECTORS:
All the directors of the company are non- disqualified and certificate for the same
from the practicing Company Secretary in annexed as “Annexure III”.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:
Company does not have any Subsidiary or Joint Venture or Associate Company.
AUDITORS:
> STATUTORY AUDITOR
At the Annual General Meeting held on 30th September 2021. M/s. Jain Kedia
and Sharma Chartered Accountants were appointed as statutory auditors of the Company to
hold office till the conclusion of the Annual General Meeting to be held in the year 2026.
The Notes on financial statements referred to in the Auditors report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation or adverse remark as submitted by M/s. Jain Kedia
and Sharma Chartered Accountant
There is no incident of fraud requiring reporting by the Auditors under Section 143(12)
of the Companies Act, 2013.
> SECRETARIAL AUDITOR REPORT
Pursuant to the Section 204 of Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Umesh
Ved & Associates Company Secretaries, in the Board Meeting held on 6th June
2022 to undertake the Secretarial Audit of the Company for the Financial Year 22-23.
The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor M7s Umesh Ved
for the financial year ended on 31st March, 2023 is enclosed to this Report as “Annexure
IV”. The Report does not contain does not contain any qualification, reservation
or adverse remark.
> INTERNAL AUDITOR
In accordance with provision of Section 138 of the Companies Act, 2013 and Rules made
thereunder, your Company has appointed Mr. Rajesh Kumar as the Internal Auditor of the
Company for Financial Year 2023-2024 and takes their suggestions and recommendation to
improve and strengthen the internal control system.
COMPLIANCE WITH SECRETARIAL STANDARD:
The Company has complied with all the applicable Secretarial Standards in the Financial
Year 2022-23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has internal financial control systems which are adequate in the opinion of
board of Directors.
The Company has a proper system of internal controls to ensure that all assets are
safeguarded and protected against loss from unauthorized use or disposition and that
transactions are authorized recorded and reported correctly.
The internal control system is supplemented by an extensive program of internal and
external audits and periodic review by the management. This system is designed to
adequately ensure that financial and other records are reliable for preparing financial
information and other data and for maintaining accountability of assets.
ANNUAL RETURN:
The Annual Return for financial year 2022-23 as per provisions of the Act and Rules
thereto, is available on the Companys website at
https://narmadaagrobase.com/productimages/1692773258-documentfile- Draft%20F
orm%20MGT-7.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Company has not given loans, guarantees or has investment which falls under section 186
of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year, your Company has entered into transactions with related parties, which
are in line with Related Party Transactions (RPTs) Policy. As per the threshold mentioned
in the Policy, there was no material related party transaction with the Companys
Promoters, Directors, Management or their relatives, which could have had a potential
conflict with the interests of the Company.
RISK MANAGEMENT:
Proper steps have been taken to identify the risk and mitigate the risk to the level
that least possible loss should incur.
In the opinion of the Board of Directors no risk is identified which may threaten the
existence of the company.
Your company endeavors to become aware of different kinds of risks and bring together
elements of best practices to mitigate such risk and to manage such risks.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO:
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, is given herein below:
(a) Conservation of energy -
(i) Steps taken to conserve energy.
- Companys operation does not consume significant amount of energy. However
Company uses the LED lights and Five star rated power consuming equipments for
conservation of energy. Further Company also strictly observes and control the efficient
use of power on day to day basis.
(ii) The steps taken by the company for utilizing alternate sources of energy. -
The company has not taken any steps for utilizing alternate source of energy.
(iii) The capital investment on energy conservation equipments. -
Company has not made any capital investment specifically for conserving energy.
(b) Technology absorption -
(i) The effort made towards technology absorption. - Not applicable
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution. - Not applicable
(iii) In case of imported technology. - Not applicable
(iv) The expenditure incurred on Research and Development. - Not applicable
(c) Foreign exchange earnings and outgo -
During the year, the total foreign exchange used was Rs. Nil and the total foreign
exchange earned was Rs. Nil.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company does not have any amount to its credit as required under the provision of
section 124 of the Companies Act, 2013 to be transferred to the IEPF Account.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in Clause (c) of Sub- section (5)
of Section 134 of the Companies Act, 2013 shall state that
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the director had 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 at the end of the financial year and of
the profit and loss of the company for that period;
(c) the director had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls which are being followed
by the Company and that such internal controls are adequate and are operating effectively;
(f) the directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
PARITUCLARS OF EMPLOYEES:
The details of the top ten employees in terms of salary drawn and other information as
per requirements of the Companies (Appointment and Remuneration of Managerial Personnel)
are given under “Annexure of the report.
MANAGERIAL REMUNERATION
Disclosures of the ratio of the remuneration of each director to the median employees
remuneration and other details as required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, are provided as “Annexure
VI”.
POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE:
Your Company is committed to creating and maintaining an atmosphere in which employees
can work together without fear of sexual harassment, exploitation or intimidation. As
required under the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints
Committee.
No complaints were received by the committee during the year under review. Since the
number of complaints filed during the year was NIL, the Committee prepared a NIL
complaints report. This is in compliance with section 22 of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
POLICY OF PRESERVATION OF DOCUMENTS:
Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy
of preservation of documents to keep the documents preserve as per Regulation 9 (a) &
9 (b) of SEBI (LODR), 2015.
FRAUD REPORTING:
There was no fraud disclosed during current Financial Year.
STATEMENT OF DEVIATION OR VARIATION:
There is no deviation in the use of proceeds from the objects stated in the offer
document of IPO and there is no variation between projected utilization of funds made by
it in its offer document of IPO pursuant to regulation 32 of SEBI (Listing Obligations and
Disclosure Requirements, 2015.
The Board hereby confirms the entire utilization of the proceeds as stated above.
COST RECORDS:
The Company is not required to maintain costs records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013.
EVENT BASED DISCLOSURES:
The Company has not issued any shares with differential voting rights or Sweat Equity
shares or shares under ESOP. The Company has not provided any money to its employees for
purchase of its own shares hence the company has nothing report in respect of Rule 4(4),
Rule (13), Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules,
2014.
LISTING:
The Equity Shares of the Company were listed on SME Platform of National Stock Exchange
of India Limited (NSE Emerge) in FY 2018-19. The Company got migrated to Main Board of
National Stock Exchange of India and simultaneously got listed on BSE Limited on 27th
October 2022. The Company is regular in payment of Annual Listing Fees. The Company has
paid Listing fees up to the year 2022-23.
REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:
KFin Technologies Limited
Address: Tower- B, Plot No. 31 & 32, Selenium building Gachibowli Road
Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad, Telangana 500032
Contact No: 040 6716 2222
ACKNOWLEDGEMENTS:
The directors place on record their sincere appreciation for the assistance and
co-operation extended by Bank, its employees, its vendors, investors and for their
continuous support and all other associates and look forward to continue fruitful
association with all business partners of the company.
Your Directors are also thankful to the shareholders for the trust and confidence
reposed in the Company and look forward to their continued support to propel the Company
to greater heights.
Your Directors also wish to place on record their deep sense of appreciation for the
committed services by the Companys Executives and Workmen for progress and prosperity of
the Company.
For and on behalf of the Board of Directors For, Narmada Agrobase Limited
Neeraj S. Agrawal Chairman & Managing Director DIN:06473290
Date: 01.09.2023 Place: Ahmedabad
+91-9892691696
