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N R Agarwal Industries Ltd.

BSE: 516082 Sector: Industrials
NSE: NRAIL ISIN Code: INE740D01017
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OPEN 259.65
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VOLUME 1986
52-Week high 361.00
52-Week low 201.00
P/E 7.62
Mkt Cap.(Rs cr) 438
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 259.65
CLOSE 261.35
VOLUME 1986
52-Week high 361.00
52-Week low 201.00
P/E 7.62
Mkt Cap.(Rs cr) 438
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

N R Agarwal Industries Ltd. (NRAIL) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 28th Annual Report together with the AuditedFinancial Statements of the Company for the year ended March 31 2021.

FINANCIAL RESULTS

Particulars Year ended Year ended
March 31 2021 March 31 2020
Revenue from Operations and Other Income 115399.64 141710.64
Finance Costs 3030.53 3588.47
Gross Profit after Finance Costs but before Depreciation and Taxation 11063.77 19245.63
Depreciation 3301.78 3151.06
Profit before Tax and Exceptional Items 7761.99 16094.57
Exceptional Items - -
Profit before Tax and after Exceptional Items 7761.99 16094.57
Provisions for Taxation 1344.94 2810.37
Tax expense of previous year (net) - -
Deferred Tax 694.15 1609.32
Net Profit for the year 5722.90 11674.88
Other Comprehensive Income (Net of Tax) 48.46 (88.24)
Total Comprehensive Income 5771.36 11586.64

State of Company's Affairs

During the financial year under review the Company's operations continued to beaffected by pandemic Covid-19 which caused lockdowns operational disruptions logisticalbottlenecks and a slowing economy. Despite these realities the Company achieved H 1145.64crores in revenue which generated H 140.94 crores in EBIDTA and H 57.23 crores in

Profit after Tax.

On the overall the Company's production of Coated Duplex Board during the year underreview was 167692 MT a result of 93% capacity utilisation while owing to the closure ofeducational institutions courts and offices the Writing and Printing segment reported69% capacity utilisation corresponding to a production of about 120012 MT. The Companyfocused continuously on improving operating efficiencies while reducing costs leading to acredible performance. The Company continued to enjoy a prominent position as a world-classmanufacturer of Duplex Board in India.

Organisational Resilience & Combating Covid-19

In these difficult times of the Covid-19 pandemic resilience for an organisation isparamount. During the year the Company focused on achieving its business goalshand-in-hand with improving cash from operations and cutting costs. The Company hasendeavoured to expand in areas of digital technology and upskill its employees during theyear. The office based employees sustained the practice of remote working/working fromhome with the help of adequate digital and other assistance and those working from plantsand other locations ensured undertaking utmost care and precaution at all times.

Material Changes and Commitments affecting financial position of the Company occurredbetween March 31 2021 and date of this report

There are no material changes and commitments which affected the financial position ofthe Company between

March 31 2021 and date of this report i.e. July 28 2021.

Number of Meetings of the Board of Directors

There were four meetings of the Company's Board of

Directors during the financial year 2020-21.

Transfer to reserves

There was no transfer made to the General Reserve.

Dividend

The Directors are pleased to recommend a dividend of Re 1.00 per share (i.e. 10%) onthe equity shares of the Company of H 10/- each for the year ended March 31 2021. If thedividend as recommended above is declared by the Members at the ensuing Annual GeneralMeeting (‘AGM') the total outflow towards dividend on Equity Shares for the yearwould be H 1.70 Crores.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (‘SEBI ListingRegulations') the Board of Directors of the Company has adopted a Dividend DistributionPolicy (‘Policy') which aims to maintain a balance between profit retention and afair sustainable and consistent distribution of profits among its Members. The Policy isavailable on the website of the Company under the ‘Investor Relations' section athttp:// nrail.com/company_policies.html.

Credit Rating

The credit rating of the Company has been upgraded to a Long Term Rating of (ICRA) Aand Short Term Rating of (ICRA) A1 for bank loan facilities aggregating to H 350 crores.

Directors and Key Managerial Personnel

Shri Ashok Kumar Bansal Whole Time Director retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment in terms ofthe provisions of Section 152 of the Companies Act 2013. Smt. Sunita Nair was appointedas an Additional Independent Director of the Company w.e.f April 1 2020 and herappointment was subsequently regularised at the Annual General Meeting held on September29 2020.

Shri Gopal Uchil retired as the Chief Financial Officer w.e.f

July 31 2020 and Shri Praveen Bhandari was appointed as the new Chief FinancialOfficer w.e.f September 3 2020.

There has been no other change with respect to the Directors and Key ManagerialPersonnel during the year 2020-21.

Independent Directors Declaration

The Company has received declarations from all Independent Directors that they meet thecriteria of independence as laid out in sub-section (6) of Section 149 of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") as amended from time to time and there has been nochange in the circumstances which may affect their status as Independent Director duringthe year. In the opinion of the Board the Independent Directors possess appropriatebalance of skills experience and knowledge as required. Further in terms of Section 150read with Rule

6 of the Companies (Appointment and Qualification of

Directors) Rules 2014 as amended Independent Directors of the Company have includedtheir names in the data bank of Independent Directors maintained with the Indian Instituteof Corporate Affairs.

Audit Committee

The primary objective of the Committee is to monitor and provide effective supervisionof the Management's financial reporting process to ensure accurate and timely disclosureswith the highest levels of transparency integrity and quality of financial reporting.There have been no instances of non-acceptance of any recommendation of the AuditCommittee.

The Committee members met four times during the year under review. Details of themeetings are given in the Corporate Governance Report including the Committee'scomposition.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy dealing with any instance of fraud orany unethical or improper practices. A copy of this policy is available on the Company'swebsite. The policy prescribes adequate safeguards against the victimisation of employeeswho avail of the mechanism and also provide direct access to the Audit Committee Chairman.It is affirmed that no Company personnel has been denied access to the Audit Committee.The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company's website athttp://www.nrail. com/company_policies.html.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing the competencyrequirements of the Board based on the industry and the Company's individual strategy.The Board‘s Composition Analysis reflects an in-depth understanding of the Company'sstrategies environment operations financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Boardon a periodic basis inter-alia on a Director's appointment or re-appointment which isenvisaged every time. The Committee is also responsible for reviewing and vetting the CVsof potential candidates' vis--vis the requisite competencies and meeting potentialcandidates prior to making nomination recommendations to the Board. At the time ofappointment specific requirements for the position including expert knowledge expectedis communicated to the appointee.

Criteria for Determining Qualifications Positive

Attributes & Independence of a Director

The Nomination and Remuneration Committee has besides the requisite qualifications& experience formulated the criteria for determining positive attributes andindependence of Directors in terms of provisions of Section 178 (3) of the Act andRegulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: A Director will be considered as an ‘Independent Director' if he/she meets with the criteria for ‘Independent Director' as laid down in the Act andRegulation 16(1)(b) of the Listing Regulations.

Other factors: A transparent Board nomination process is in place that encouragesthought experience knowledge perspective age and gender diversity. It is also ensuredthat the Board has an appropriate blend of functional and industrial expertise. Whilerecommending Director Appointments the Nomination and Remuneration Committee considersthe manner in which the individual function and domain expertise will contribute to theoverall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act theDirectors on the Board of the Company are also expected to demonstrate high standards ofethical behavior strong inter-personal relations and communication skills besidessoundness of judgment. Independent Directors are also expected to abide by the ‘Codefor Independent Directors' as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted the Nomination and Remuneration Committee Charter whichincludes the Company's policy on Directors' appointment and remuneration besides thecriteria for determining the qualifications positive attributes independence of a

Director and other matters provided under Section 178(3) of the Companies Act 2013.

Pursuant to Section 178(4) of the Companies Act 2013 the Company also adoptedremuneration policy relating to remuneration for the Directors Key Managerial Personneland Senior Executives. The remuneration policy is attached as Annexure 1 and is alsoavailable on Company's website http://www.nrail.com/company_policies.html.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of ListingRegulations 2015 the Board has carried out the annual performance evaluation of its ownperformance as well as the evaluation of the working of its Committees. The criteria forperformance evaluation of the Board and committees included aspects such as compositionstructure effectiveness of Board and Committee processes etc.

A separate exercise was carried out to evaluate individual Directors' performanceincluding that of the Chairman & Managing Director and also the Whole Time Directorswho were evaluated on parameters such as engagement level contribution independence ofjudgment safeguarding the Company interests and its minority shareholders etc. The Boardof Directors expresses its satisfaction with the evaluation process.

Directors' Responsibility Statement

The Directors hereby confirm and declare that:-

(i) in the preparation of annual accounts the applicable accounting standards had beenfollowed along with proper explanations relating to material departures;

(ii) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the financial year ended March 31 2021 and ofthe profit of the Company for the year;

(iii) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) they had prepared the annual accounts on a going concern basis;

(v) they had laid down internal financial controls to be followed by the Company andsuch controls are adequate and operating

(vi) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such efficiently; systems are adequate and operating

Internal Control over Financial Reporting

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The reporton the Internal Financial Control issued by the Statutory Auditors of the Company underthe provisions of Companies Act 2013 is given elsewhere in the report.

Details of Subsidiaries/ Joint ventures/ Associates

The Company does not have any subsidiary/ joint ventures/ associates.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Company's website at the web link https://nrail.com/compliance_reports.html.

Auditors' and Auditors' Report a. Statutory Auditors

GMJ & Co. Chartered Accountants have been appointed as the Statutory Auditors ofthe Company for a period of five years at the Annual General Meeting

("AGM") of the Company held on September 20 2017 to hold office till theconclusion of the 29th AGM of the Company to be held in the year 2022. GMJ & Co.

Chartered Accountants have submitted a certificate confirming that their appointmentis in accordance with Section 139 read with Section 141 of the Act.

The Auditors' Report for the financial year ended March 31 2021 does not contain anyqualification reservation or adverse remark.

During the year under review there were no instances of fraud reported by theauditors under Section 143(12) of the Companies Act 2013 to the Audit Committee or theBoard of Directors.

b. Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed Parikh & Associates Practising Company Secretaries for the financialyear 2020-21 to undertake the

Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure 2.

The Secretarial Audit Report for the financial year ended March 31 2021 does notcontain any qualification reservation or adverse remark. c. Cost Auditors

N. Ritesh & Associates Cost Accountants have been appointed to conduct CostAudits for all the units of the Company for the year ending March 31 2021 in terms ofSection 148 of the Act read with Companies (Audit and Auditors) Rules 2014 and asrequired Cost Audit

Report for the financial year 2019-20 was duly filed with Ministry of CorporateAffairs Government of India on July 28 2020.

The Cost Audit of the Company for the financial year ended March 31 2021 was conductedby the said firm and the Report has been submitted to the Ministry of Corporate AffairsGovernment of India within the prescribed time.

Technology Absorption Energy Conservation & Foreign Exchange Earning & Outgo

Particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure 3 attachedand forms part of this Report.

Particulars of Employees & Related Disclosures

The information required under Section 197(12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnishedin Annexure 4.

The information required under Rule 5(2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure forming partof the Report. In terms of the first proviso to Section

136 of the Act the report and accounts are being sent to the shareholders excludingthe aforesaid Annexure. Any shareholder interested in obtaining the same may write to theCompany Secretary at the registered office of the Company.

Public Deposits

The Company has not accepted any deposits from the public during the year under review.No amount on account of principal or interest on deposits from the public was outstandingas on March 31 2021.

Significant and Material Orders passed by the

Regulators

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations.

ParticularsofLoansGuaranteesorInvestments

Details of loans guarantees investments covered under provisions of Section 186 ofthe Act are provided in the notes to the Financial Statements.

Related Party Transactions

‘Particulars of transactions with Related Parties' pursuant to Section 134(3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in FormAOC-2 and the same forms part of this report as Annexure 5.

There are no materially significant related party transactions made by the Company withpromoters key managerial personnel or other designated persons which may have potentialconflict with interest of the Company at large. The Board of Directors have approved apolicy on related party transactions which is placed on the Company's website at the weblink: http://www.nrail.com/ companypolicies.html.

Risk Management

Pursuant to Section 134(3)(n) of the Companies Act 2013 and relevant provisions ofListing Regulations the Company has adopted Risk Management Policy for identification andimplementation of Risk Mitigation Plan for the Company. The Company has laid downappropriate procedures to inform the Board about the risk assessment and minimisationprocedures. The Board periodically revisits and reviews the overall risk management planfor making desired changes in response to the dynamics of the business.

Corporate Social Responsibility (CSR) Initiatives

Section 135 of the Companies Act 2013 mandates every Company having a minimum networth threshold limit turnover or net profit as prescribed to constitute a

Corporate Social Responsibility Committee formulating a Corporate SocialResponsibility Policy that shall indicate activities to be undertaken by the Company asspecified in

Schedule VII to the Companies Act 2013 and duly approved by the Board as well as fixthe amount of expenditure to be incurred on the activities and monitor the CSR Policy fromtime to time.

Since your Company falls within the minimum threshold limit it has constituted a CSRCommittee of the Board and formulated a CSR Policy. The focus areas of CSR Policy areeducation preventive health care sanitation environment and engagement. During thefinancial year 2020-21 the

Company has spent a total amount of H 2.64 crores towards CSR initiatives.

The CSR Report forming part of this Report is furnished in Annexure 6.

Sustainability and Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations the Sustainability andBusiness Responsibility Report of the Company for the financial year ended March 31 2021is given in a separate section and forms part of this report.

CorporateGovernance&ManagementDiscussion & Analysis

The Corporate Governance Report and Management's

Discussion & Analysis Report and the Auditor's Certificate regarding compliancewith conditions of Corporate Governance forms part of the Annual Report.

Listing Fees

The Company has paid the listing fees to BSE and NSE for the year 2020-2021.

Insider Trading Regulations and Code of Disclosure

The Board of Directors have adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 which isavailable on our website at the web link https:// www.nrail.com/company_policies.html

Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

Human Resources

There is a continuous effort to improve the working environment with focus on employeewell-being and capability building to enable them to perform at their best for theCompany. The Company develop leaders at global platforms at regular intervals as a part ofits commitment to engage and retain talent. The Company offers robust leadershipdevelopment efforts to hone employee skills and help keep the Company ahead of the curve.

People are the real strength of the Company while pursuing best-in-class performance.The Company is significantly increasing investment in its employees with training anddevelopment. NRAIL invests in training and knowledge at all levels in order to alignemployees with requirements on safety customer support market needs operationalexcellence technology upgradation process improvements innovation and behavioralcompetencies.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013(POSH Act) and rules made thereunder. All employees (permanent contractual temporarytrainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financialyear 2020-21.

The Company has complied with the provisions relating to constitution of InternalComplaints Committee under POSH Act.

Acknowledgements

Your Directors place on record their deep appreciation of the employees at all levelsfor their hard work dedication and commitment. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to remain an industry leader. Your Directors alsotake this opportunity to thank all the Shareholders Clients Dealers Vendors BanksGovernment and Regulatory Authorities for their continued support and confidence in theCompany's Management

On behalf of the Board of Directors
Place: Mumbai R N AGARWAL
Date: July 28 2021

Chairman & Managing Director

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED MARCH 31 2021

(Pursuant to section 204 (1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)

To

The Members

N R AGARWAL INDUSTRIES LIMITED

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by N R Agarwal Industries Limited(hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company the information to the extentprovided by the Company its officers agents and authorised representatives during theconduct of secretarial audit the explanations and clarifications given to us and therepresentations made by the Management and considering the relaxations granted by theMinistry of Corporate Affairs and the Securities and Exchange Board of India warranted dueto the spread of the COVID-19 pandemic we hereby report that in our opinion the Companyhas during the audit period covering the financial year ended on 31st March

2021 generally complied with the statutory provisions listed hereunder and also thatthe Company has proper Board processes and compliance mechanism in place to the extent inthe manner and subject to the reporting made hereinafter: We have examined the bookspapers minute books forms and returns filed and other records made available to us andmaintained by the Company for the financial year ended on

31st March 2021 according to the applicable provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contract (Regulation) Act 1956 (‘SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the regulations and bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018 and amendments from time to time; (Not applicable to theCompany during the audit period)

(d) The Securities and Exchange Board of India (Share

Based Employee Benefits) Regulations 2014; (Not applicable to the Company during theaudit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;(Not applicable to the Company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations2018; (Not applicable to the Company during the audit period) specifically

(vi) Other laws applicable to the Company namely:

1. Factories Act 1948

2. Water (Prevention and Control of pollution) Act 1974

3. Environment (Protection) Act 1986

4. Hazardous Wastes (Management Handling and Transboundary Movement) Rules 2008

5. Indian Boiler Act 1923 and Regulation 1950

6. The Air (Prevention and Control of Pollution) Act 1981 & the Rules madethereunder.

We have also examined compliance with the applicable clauses of the following whichhave been generally complied:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India withrespect to board and general meetings.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange ofIndia Limited and BSE Limited read with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines standards etc. mentioned above.

We report that the Company has paid the fine of H 10000/- each to BSE Limited andNational Stock Exchange of India Limited in respect of delay in submission of AnnualReport to the Stock Exchanges under Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice was given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously. We further report that thereare adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines etc.

We further report that during the audit period no events occurred which had bearing onthe Company's affairs in pursuance of the above referred laws rules regulationsguidelines etc.

Place: Mumbai For Parikh & Associates
Date: July 28 2021 Company Secretaries
Shalini Bhat
Partner
CP NO: 6994 FCS No: 6484
UDIN: F006484C000697845

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