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Nagarjuna Agri Tech Ltd.

BSE: 531832 Sector: Others
NSE: N.A. ISIN Code: INE793H01017
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Nagarjuna Agri Tech Ltd. (NAGAGRITECH) - Director Report

Company director report

To the Members

Nagarjuna Agri-Tech Limited Hyderabad Telangana India

The Board of Directors hereby submits the report of the business and operations of your

Company (‘the Company') along with the audited "Financial statement for the"Fiscal Year ended March 31 2021.

1. Financial summary/highlights:

The performance during the period ended 31st March 2021 has been as under:

(Amount in Rs.)

Particulars

Standalone

2020-21 2019-20
Turnover/Income (Gross) 17699559 30274975
Other Income 1500 12391
Profit/loss before Depreciation Finance Costs (16088601) (1933383)
Exceptional items and Tax Expense
Less: Depreciation/ Amortization/ Impairment 1947044 1781025
Profit /loss before Finance Costs Exceptional items and Tax Expense (18035645) (3714408)
Less: Finance Costs -- --
Profit /loss before Exceptional items and Tax Expense (18035645) (3714408))
Add/(less): Exceptional items -- --
Profit /loss before Tax Expense (18035645) (3714408)
Less: Tax Expense (Current & Deferred) -- --
Profit /loss for the year (1) (18035645) (3714408)
Total Comprehensive Income/loss (2) 115260 403237
Total (1+2) -- --
Balance of profit /loss for earlier years (17920385) (3311171)
Less: Transfer to Debenture Redemption Reserve -- --
Less: Transfer to Reserves -- --
Less: Dividend paid on Equity Shares -- --
Less: Dividend paid on Preference Shares -- --
Less: Dividend Distribution Tax -- --
Balance carried forward (17920385) (3311171)

2. Overview & State of The Company's Affairs:

During the year under review the Company has recorded an income of Rs. 17701059/-and loss of Rs. 18035645/- as against the income of Rs. 30299757/- and Loss ofRs.3714408/- in the previous financial year ending 31.03.2020. The Company is lookingforward for good profit margins in near future.

3. Present scenario of the Floriculture Industry (Pandemic from COVID-19)

During the financial year 2020-21 because of COIVID -19 particularly floricultureindustry got effected very badly. Because of lock downs in India and particularlyKarnataka State got seriously effected almost for 6 months unit is without any productionand pinched all the flowers from the plants because of nil markets. And also all theinternational flights are also cancelled to all the destinations. Because of the situationlabourand other expenses have gone up by 25 %.

At present also international flights are charging 4 times more than normal priceswith less no of flights to any destinations. However margins have narrow down without anyprofit margins. Most of the functions got either cancelled or got postponed because of thesituation for our local markets. We have to wait and see the situation to improve from allthe angles.

4. Dividend:

Keeping the Company's growth plans in mind your directors have decided not torecommend dividend for the year.

5. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013 the companyhas not proposed to transfer any amount to general reserves account of the company duringthe year under review.

6. Material changes & commitment affecting the financial position of thecompany:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred during the end of the Financial Year of the Company towhich the financial statements relate and the date of the report.

7. Significant & material orders passed by the regulators or courts ortribunals:

No significant or material orders have been passed against the Company by theRegulators

Courts or Tribunals which impacts the going concern status and company's operations infuture.

8. Transfer of un-claimed dividend to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor andEducation and Protection Fund for the financial year ended 31st March 2021.

9. Details of utilization of funds:

During the year under review the Bank has not raised any funds through PreferentialAllotment or Qualified Institutions Placement as specified under Regulation 32(7A) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

10. Details of Nodal Officer:

The Company has designated Dr. K V L N Raju as a Nodal Officer for the purpose of IEPF.

11. Revision of financial statements:

There was no revision of the financial statements for the year under review.

12. Change in the nature of business if any:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

13. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March31 2021 and as such no amount of principal or interest on public deposits wasoutstanding as on the date of the balance sheet.

14. Criteria for determining qualifications positive attributes and independence of adirector:

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of theListing Regulations the NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors the key features of which are asfollows:

Qualifications The Board nomination process encourages diversity of thoughtexperience knowledge age and gender. It also ensures that the Board has an appropriateblend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Actthe Directors are expected to demonstrate high standards of ethical behaviourcommunication skills and independent judgment. The Directors are also expected to abide bythe respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets thecriteria laid down in Section 149(6) of the Act the Rules framed thereunder andRegulation 16(1) (b) of the Listing Regulations.

15. Training of Independent Directors:

Your Company's Independent Directors are highly qualified and have been associated withcorporate and business organizations. They understand Company's business and activitiesvery well however pursuant to Regulation 4 of the Listing Regulations the Board hasshown all the Independent Directors Company's business and Floriculture activities andwere also introduced to Company's staff.

16. Independent directors familiarization programmes:

The familiarization program aims to provide the Independent Directors with the scenariowithin the Floriculture Activities the socio-economic environment in which the Companyoperates the business model the operational and financial performance of the Companysignificant development so as to enable them to take well-informed decisions in timelymanner. The familiarization programme also seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes. The policy onCompany's familiarization programme for Independent Directors is hosted on your Company'swebsite and its web link is www.nagarjunaagritechlimited.com

17. Mechanism for Evaluation of the Board:

Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and theprovisions of the Companies Act 2013 The Board of Directors of the Company onrecommendation of Nomination and Remuneration Committee adopted Board Evaluation Policyto comply with the various provisions of the Act the Listing Regulations and the SEBIcircular dated January 5 2017 which provides further clarity on the process of BoardEvaluation ("SEBI Guidance Note") and SEBI circular dated February 5 2019.

i. Evaluation of IDs in their absence by the entire Board was undertaken based ontheir performance and fulfilment of the independence criteria prescribed under the Act andSEBI Listing Regulations; and

ii. Evaluation of the Board of Directors its Committees and individual Directorsincluding the role of the Board Chairman.

An IDs' meeting in accordance with the provisions of Section 149(8) read with ScheduleIV of the Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations was convenedon February 08 2021 mainly to review the performance of Independent Directors and theChairman & Managing Director as also the Board as a whole. All IDs were present at thesaid meeting.

The above evaluation was done keeping in view the following factors:

(i) Board: Composition responsibilities stakeholder value and responsibilityBoard development diversity governance leadership directions strategic input etc.

(ii) Executive Directors: Skill knowledge performance compliances ethicalstandards risk mitigation sustainability strategy formulation and execution financialplanning & performance managing human relations appropriate succession planexternal relations including CSR community involvement and image building etc.

(iii) Independent Directors: Participation managing relationship ethics andintegrity Objectivity brining independent judgment time devotion protecting interestof minority shareholders domain knowledge contribution etc.

(iv) Chairman: Managing relationships commitment leadership effectivenesspromotion of training and development of directors etc.

(v) Committees: Terms of reference participation of members responsibilitydelegated functions and duties objectives alignment with company strategy compositionof committee committee meetings and procedures management relations.

Performance evaluation was done on the scale of 1 to 5 1 being very poor and 5 beingoutstanding. The outcome of performance evaluation is given below:

Categories Rating (out of 5)
Board as a whole 4.82
Individual Directors
Dr. K.V.L.N Raju 4.72
Mr. Ravindra Kalidindi 4.76
Mr. Soma Raju Kallepalli 4.58
Mr.Viswanadha Raju Namburi 4.49
Mrs. Rama Devi Numburi 4.69
Audit Committee 4.36
Stakeholder Relationship 4.73
Committee
Nomination & Remuneration 4.68
Committee

Disclosures as prescribed under SEBI circular dated May 10 2018 are given below:

Observations of Board evaluation carried out for the year

Previous year's observations and actions taken Since no observations were received no actions were taken.
Proposed actions based on current year observations Since no observations were received no actions were taken.

18. Composition of Board of Directors:

The composition of the Board of Directors of the company is an appropriate combinationof executive and non-executive Directors with right element of independence. As on March31

2021 the Company's Board comprised of five Directors One promoter Director. Inaddition there are two independent Directors and two non executive directors on the Boardincluding one woman Director. In terms of Regulation 17(1) (b) of SEBI (LODR) Regulations2015 and section 149 of Companies Act 2013 the company is required to have one half oftotal Directors as independent Directors. The non-executive Directors are appointed or re-appointed based on the recommendation of the Nomination & Remuneration Committee whichconsiders their overall experience expertise and industry knowledge. One third of thenon-executive Directors other than independent Directors are liable to retire by rotationevery year and are eligible for reappointment subject to approval by the shareholders.

19. Number of Board Meetings:

During the year eight meetings of the Board of Directors of the Company were convenedand held in accordance with the provisions of the Act. The date(s) of the Board Meetingsfor the period under review are 24.04.2020 29.06.2020 08.07.2020 014.09.202012.11.2020 19.01.2021 08.02.2021 and 08.03.2021.

A separate meeting of Independent Directors pursuant to Section 149(7) read withSchedule VI of the Companies Act 2013 and Regulation 25 of the Listing Regulations washeld on 08.02.2021.

20. Attendance of Board Meetings:

Name No of Meetings held No of Meetings attended
Mr. K.V.L.N Raju 8 8
Mrs. Rama Devi Numburi 8 8
Mr. K. Soma Raju 8 8
Mr. N Viswanatha Raju 8 8
Mr. K Ravindra 8 8

21. Audit Committee Recommendations

During the year all recommendations of Audit Committee were approved by the Board ofDirectors.

22. Committees of the Board:

In compliance with the provisions of Sections 177 178 of the Act the Boardconstituted Audit Committee Nomination and Remuneration Committee StakeholderRelationship committee and Risk Management Committee. The details of composition of theCommittees their meeting and attendance of the members are:

23. Audit Committee: Terms of reference of Audit committee covers all the mattersprescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act2013.

A. Brief Description of Terms of Reference: - Overview of the Company's financialreporting process and disclosure of its financial information to ensure that the financialstatements reflect a true and fair position and that sufficient and credible informationis disclosed.

i. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

ii. Recommending the appointment and removal of External Auditors fixation of auditfee and approval for payment for any other services;

iii. Review and monitor the auditor's independence and performance and effectivenessof audit process.

iv. Approval of payment to statutory auditors for any other services rendered by them.

v. Review with the management and statutory auditors of the annual financial statementsbefore submission to the Board with particular reference to:

(a) Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

(b) Changes if any in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment bymanagement;

(d) Significant adjustments made in the financial statements arising out of auditfindings;

(e) Compliance with listing and other legal requirements relating to financialstatements

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

vi. Review of the quarterly and half yearly financial results with the management andthe statutory auditors;

vii. Examination of the financial statement and the auditors' report thereon;

viii. Review and monitor statutory auditor's independence and performance andeffectiveness of audit process;

ix. Approval or any subsequent modification of transactions with related parties; x.Scrutiny of inter-corporate loans and investments;

xi. Review of valuation of undertakings or assets of the company wherever it isnecessary;

xii. Evaluation of internal financial controls and risk management systems;

xiii. Review with the management statutory auditors and the internal auditors aboutthe nature and scope of audits and of the adequacy of internal control systems;

xiv. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

xv. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

xvi. Consideration of the reports of the internal auditors and discussion about theirfindings with the management and suggesting corrective actions wherever necessary;

xvii. Look into the reasons for any substantial defaults in payment to the depositorsdebenture- holders shareholders (in case of non-payment of declared dividend) andcreditors if any;

xviii. Review the functioning of the whistle blower mechanism;

xix. Review and monitor the end use of funds raised through public offers and relatedmatters;

xx. Approval of appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate;

xxi. Frame and review policies in relation to implementation of the Code of Conduct forPrevention of Insider Trading and supervise its implementation under the overallsupervision of the Board;

xxii. Discharge such duties and functions as indicated in the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompanies Act 2013 and the rules made thereunder from time to time.

Review of the following information:

• management discussion and analysis of financial condition and results ofoperations;

• statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

• management letters / letters of internal control weaknesses issued by thestatutory auditors;

• internal audit reports relating to internal control weaknesses;

• The appointment removal and terms of remuneration of the Chief Internal Auditorshall be subject to review by the Audit Committee.

• Statement of deviations as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

• Quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to Stock Exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in theoffer document /prospectus / notice in terms of Regulation 32(7).

• The Audit Committee of the listed holding company shall also review thefinancial statements in particular the investments made by the unlisted subsidiarycompany.

• Carrying out any other function as may be referred to the Committee by theBoard.

• Authority to review / investigate into any matter covered by Section 177 of theCompanies Act 2013 and matters specified in Part C of Schedule II of the ListingRegulations.

B. Internal Audit

The Company has adequate internal control and Internal Audit system commensurate withits size and nature of its business. The Internal Audit Plan is approved by the AuditCommittee and the Internal Auditors directly present their report to the Audit Committeefor their consideration.

C. Composition Meetings & Attendance:

The Audit Committee of the Company is constituted in accordance with the provisions ofRegulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. Allmembers of the Committee are financially literate with Mr. K. Soma Raju as Chairman ofthe Committee having the relevant accounting and financial management expertise.

The composition of the Audit Committee and the details of the meetings attended by itsmembers during the financial year ended 31st March 2021 are as under:

Name Designation Category No of Meetings held No of Meetings attended
Mr. K. Soma Raju Chairman NED(I) 4 4
Mr. N Viswanatha Raju Member NED 4 4
Mr. K Ravindra Member NED(I) 4 4

The Audit Committee met 4 times during the financial year 2020-21 and the gap betweenany two meetings did not exceed 120 days. The dates on which the Audit Committee Meetingsheld were: 29th June 2020 14th September 2020 12th November 2020 and 8th February 2021.Requisite quorum was present at the above Meetings.

All the recommendations of the Audit Committee have been accepted by the Board ofDirectors.

During the year the Audit Committee inter alia reviewed key audit findings coveringOperational Financial and Compliance areas Risk Mitigation Plan covering key risksaffecting the Company which were presented to the Committee. The Chairman of the AuditCommittee briefed the Board members on the significant discussions which took place atAudit Committee Meetings.

The Chairman of the Audit Committee was present at the Annual General Meeting of theCompany held on 17 August 2020.

24. Nomination and remuneration committee: The Nomination and RemunerationCommittee (‘NRC') functions in accordance with Section 178 of the Act Regulation 19of the

Listing Regulations and its Charter adopted by the Board. The terms of reference of theNRC includes:

• Recommend to the Board the setup and composition of the Board includingformulation of the criteria for determining qualifications positive attributes andindependence of a director.

• Periodical review of composition of the Board with the objective of achieving anoptimum balance of size skills independence knowledge age gender and experience.

• Support the Board in matters related to the setup review and refresh of theCommittees.

• Devise a policy on Board diversity.

• Recommend to the Board the appointment or reappointment of Directors.

• Recommend to the Board how the Company will vote on resolutionns for appointmentof Directors on the Boards of its material subsidiaries.

• Recommend to the Board the appointment of Key Managerial Personnel (KMP) andexecutive team members.

• Carry out the evaluation of every Director's performance and support the Boardand Independent Directors in the evaluation of the performance of the Board itsCommittees and individual Directors including formulation of criteria for evaluation ofIndependent Directors and the Board.

• Oversee the performance review process for the KMP and executive team with theview that there is an appropriate cascading of goals and targets across the Company.

• Recommend the Remuneration Policy for the Directors KMP executive team andother employees.

• On an annual basis recommend to the Board the remuneration payable toDirectors KMP and executive team of the Company.

• Review matters related to remuneration and benefits payablee upon retirement andseverance to MD/EDs KMP and executive team.

• Review matters related to voluntary retirement and early separation schemes forthe Company.

• Provide guidelines for remuneration of Directors on material subsidiaries.

• Recommend to the Board how the Company will vote on resolutions for remunerationof Directors on the Boards of its material subsidiaries.

• Assist the Board in fulfilling its corporate governance responsibilitiesrelating to remuneration of the Board KMP and executive team members.

• Oversee familiarisation programmes for Directors.

• Review HR and People strategy and its alignment with the business strategyperiodically or when a change is made to either.

• Review the efficacy of HR practices including those for leadership developmentrewards and recognition talent management and succession planning.

• Perform other activities related to the charter as requested by the Board fromtime to time.

B. Composition of the committee meetings and attendance during the year:

There were three (3) Nomination and Remuneration Committee Meetings held during thefinancial year 2020-21 on 24.04.2020 08.02.2021 & 08.03.2021.

Name Designation Category No of Meetings held No of Meetings attended
Mr. K. Soma Raju Chairman NED(I) 3 3
Mr. N Viswanatha Raju Member NED 3 3
Mr. K Ravindra Member NED(I) 3 3

25. Stakeholderfs relationship committee: Terms of reference of the committeecomprise of various matters provided under Regulation 20 of the Listing Regulations andsection 178 of the Act 2013 which inter-alia include:

• Resolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificates general meetingsetc.

• Proactively communicate and engage with stockholders including engaging with theinstitutional shareholders at least once a year along with members of the Committee/Board/KMPs as may be required and identifying actionable points for implementation.

• Review of measures taken for effective exercise of voting rights byshareholders.

• Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity forreducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/statutory notices by the shareholders of the Company.

The Committee comprises of 3 Directors out of which 2 are independent. In the financialyear 2020-21 4 meetings of the Committee were held on 29th June 2020 14thSeptember 2020 12th November 2020 and 8th February 2021. Composition of committees andmember's attendance at the meetings during the year are as under:

Name Designation Category No of Meetings held No of Meetings attended
Mr. K. Soma Raju Chairperson NED(I) 4 4
Mr. N Viswanatha Raju Member NED 4 4
Mr. K Ravindra Member NED(I) 4 4

No investor grievance complaints received during the financial year 2020-21

26. Risk Management Committee: -

The Company has an effective risk management procedure which is governed at thehighest level by the Board of Directors. However to further strengthen & streamlinethe procedures about risk assessment and minimization procedures the Board of Directorsvoluntarily constituted a Board level Risk Management Committee (RMC).

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Mr. K. Soma Raju Chairperson ED
Mr. N Viswanatha Raju Member NED(I)
Mr. K Ravindra Member NED(I)

Role and responsibilities of the committee includes the following:

• Framing of Risk Management Plan and Policy.

• Overseeing implementation of Risk Management Plan and Policy.

• Monitoring of Risk Management Plan and Policy.

• Validating the process of risk management.

• Validating the procedure for Risk minimisation.

• Periodically reviewing and evaluating the Risk Management Policy and practiceswith respect to risk assessment and risk management processes.

• Continually obtaining reasonable assurance from management that al known andemerging risks have been identified and mitigated or managed.

• Sustaining operations in lock down conditions without disruption etc.

• water scarcity for operational requirements.

27. Information supplied to the board:

The Board has complete access to all information of the Company and is regularlyprovided advanced detailed information as a part of the agenda papers or is tabledtherein. In addition detailed quarterly performance report by the Managing Director ispresented in the quarterly Board meeting encompassing all facets of the Company'soperations during the quarter including update of key projects outlook and mattersrelating to environment health & safety corporate social responsibility etc. Thefollowing information is provided to the Board as a part of the agenda papers:

• Annual and Quarterly financial statements for the Company and the AccountingPolicy.

• Minutes of the meetings of the Audit Committee and other Committees of theBoard.

• Annual business plan.

• Information on recruitment and remuneration of senior officers just below thelevel of Board including the appointment or removal of Chief Financial Officer andCompany Secretary whenever required

• Expansion projects and its status monitoring.

• Fatal or serious accidents injuries or any material environmental problems ifany

• Any material default in financial obligations to and by the Company orsubstantial non- payment for goods sold by the Company if any

• Significant labour problems and their proposed solutions whenever necessary.

• Any significant development in human resources / industrial relations includinglong-term wage agreement major voluntary retirement scheme etc.

• Quarterly details of foreign exchange exposures and the steps taken by themanagement to limit the risks of adverse exchange rate movement if material Quarterlydisclosure of all the investments made.

• Material non-compliance of any regulatory statutory nature or listingrequirements and shareholders service such as non-payment of dividend delay in sharetransfer and others if any

• Quarterly review of compliance status under various laws applicable to theCompany.

• Substantial non-payment of goods sold by the Company except disputes.

• Related Party Transactions if they are not at arm's length and in the ordinarycourse of business.

• Half-yearly summary of bank guarantees issued.

• All other matters required to be placed before the Board for its review /information / approval under the statutes including SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

28. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company has a vigil mechanism to deal with fraud andmismanagement if any. The policy is on the website of the Company.

The policy provides for adequate safeguards against the victimisation of eth employeeswho use the vigil mechanism. The vigil mechanism is overseen by the audit Committee.

29. Directors and key managerial personnel:

As on date of this report the Company has five Directors out of those two areIndependent Directors.

a) Re-Appointment of Directors of the Company:

Pursuant to provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 Mrs. Rama Devi Numburi(DIN 06970266) is liable to retire by rotation at the ensuing 33rd AnnualGeneral Meeting and being.

b) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2020-21

• Mr. Venkatalakshmi Narasimha Raju Kosuri Managing Director.

• Mr. Soma Raju Kallepalli Independent Director.

• Mr. Viswanadha Raju Namburi Non-Executive Director

• Mrs. Rama Devi Numburi Non-Executive Director

• Mr. Ravindra Kalidindi Independent Director.

• Ms. Anand Lohia Company Secretary

• Mr. Sitapathi Raju Kosuri Chief Financial officer

Mr. Sitapathi Raju Kosuri was appointed as the chief financial officer of the Companywith effect from July 8 2020 and Mrs. Rimpy Choudhury was appointed as the CompanySecretary of the Company with effect from July 8 2020 resigned 01.03.2021.

30. Statutory Auditors & their Reports:

M/s. K. S. S. Gangadhar & Co. Chartered Accountants bearing Registration No.001076N/N500013 have been appointed on the recommendation of Audit Committee and Board ofDirector's (in conformity with the provisions of Sections 139 and 141 of the CompaniesAct 2013 read with the Companies (Audit and Auditors) Rules 2014 (includes amendmentsthereto) as the Statutory Auditors of the Company for a period of 5 years from theconclusion of the 33rd AGM (for 2020-21) till the conclusion of the 38th AGM (for 2025-26). The Auditors' Reports for the financial year 2020-21 does not contain anyqualification reservation adverse remark or disclaimer.

The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold valid certificateissued by the Peer Review Board of the ICAI.

31. Internal auditors:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board andits Powers) Rules 2014; during the year under review the Internal Audit of the functionsand activities of the Company was undertaken by the Internal Auditor of the Company onquarterly basis.

Deviations are reviewed periodically and due compliance ensured. Summary of SignificantAudit Observations along with recommendations and its implementations are reviewed by theAudit Committee and concerns if any are reported to Board. There were no adverse remarksor qualification on accounts of the Company from the Internal Auditor.

32. Secretarial Auditors & their Reports:

In terms of section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 based upon the recommendations ofthe Audit Committee the Board of Directors had appointed M/s. P. Srinivas &Associates Practicing Company Secretary (C.P No. 23988) the Secretarial Auditor of theCompany for conducting the Secretarial Audit for financial year ended March 31 2021

The Secretarial Audit was carried out by M/s. P. Srinivas & Associates PracticingCompany Secretaries (CP No. 23988) for the financial year ended March 31 2021. The Reportgiven by the Secretarial Auditor is annexed herewith and forms integral part of thisReport.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

33. Corporate governance:

Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance is Not Applicable.

34. No Frauds reported by statutory auditors

During the Financial Year 2020-21 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.

35. Conservation of energy technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder and Rule 8 of Companies (Accounts) Rules 2014:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: 1.03 Cr. 2. Foreign Exchange Outgo: NIL

36. Information about the financial performance / financial position of thesubsidiaries / associates:

The company does not have any subsidiaries/Associate companies.

37. Names of the companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year:

During the year under review no Company has become or ceased to become itssubsidiaries joint ventures or associate Company.

38. Disclosure of adequacy of internal financial controls:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.

During the period under review there is no material or serious observations have beennoticed for inefficiency or inadequacy of such controls.

39. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

40. Prevention of Insider Trading Regulations:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations 2015(as amended from time to time) the Company has formulated a Code of Conduct forPrevention of Insider Trading (‘Insider Trading Code') and a Code of Practices andProcedures for fair disclosure of Unpublished Price Sensitive Information (UPSI).

The Code of Practices and Procedures for fair disclosure of UPSI is available on thewebsite at the following link: www.nagarjunaagritechlimited.com

41. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return in Form MGT-7 is alsoavailable on the Company's website URL: https:// www.nagarjunaagritechlimited.com

42. Authorised and paid-up capital of the company:

The authorized capital of the company stands at Rs. 100000000/- divided into10000000 equity shares of Rs.10/- each and the company's paid up capital is Rs.93691000/- divided into 9369100 equity shares of Rs. 10/- each.

43. Declaration of independence:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1)(b)read with Regulation 25 of the Listing Regulations.

The Independent Directors have also confirmed that they have complied with Schedule IVof the Act and the Company's Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.

During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).

44. Policy on Directors appointment and Remuneration and other details:

The Board Governance Nomination & Compensation Committee has framed a policy forselection and appointment of Directors including determining qualifications andindependence of a Director Key Managerial Personnel (KMP) senior management personneland their remuneration as part of its charter and other matters provided under Section178(3) of the Companies Act 2013.

Pursuant to Section 134(3) of the Companies Act 2013 the nomination and remunerationpolicy of the Company which lays down the criteria for determining qualificationscompetencies positive attributes and independence for appointment of Directors andpolicies of the Company relating to remuneration of Directors KMP and other employees isavailable on the Company's website at www.nagarjunaagritechlimited.com.

We affirm that the remuneration paid to Directors is in accordance with theremuneration policy of the Company.

45. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that: -

a) in the preparation of the annual accounts for the financial year ended 31 March2021 the applicable accounting standards and schedule III of the Companies Act 2013 havebeen followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as on 31st March 2021 and ofthe profit and loss of the Company for the financial year ended 31st March2021;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws werefollowed and that such systems were adequate and operating effectively.

46. Corporate social responsibility policy:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

47. Insurance:

The properties and assets of your Company are adequately insured.

48. Particulars of loans guarantees:

The Company has not availed any facilities of Credit and Guarantee.

49. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

50. Corporate insolvency resolution process initiated under the insolvency andbankruptcy code 2016.

No corporate insolvency resolution processes were initiated against the Company underthe Insolvency and Bankruptcy Code 2016 during the year under review.

51. Non-executive directors compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

52. Declaration by the Company

None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment andQualifications of Directors) Rules 2014.

53. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standardcosting system. Moreover the management team regularly meets to monitor goals and resultsand scrutinizes reasons for deviations in order to take necessary corrective steps. TheAudit Committee which meets at regular intervals also reviews the internal control systemswith the Management.

54. Related Party Transactions:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. During the financial year2020-21 there were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014 omnibus approval for the estimated value oftransactions with the related parties for the financial year is obtained from the AuditCommittee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed and approved by the Audit Committee and theBoard of Directors on a quarterly basis. The summary statements are supported by anindependent audit report certifying that the transactions are at an arm's length basis andin the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is is annexed herewith as Annexure tothis report.

55. Failure to implement corporate actions:

During the year under review no corporate actions were done by the Company.

56. Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.

57. Non-executive directors compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

58. Industry based disclosures as mandated by the respective laws governing thecompany:

The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.

59. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various policies and practices. TheCompany always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace whichaims at prevention of harassment of employees and lays down the guidelines foridentification reporting and prevention of undesired behaviour. An Internal ComplaintsCommittee ("ICC") has been set up by the senior management (with women employeesconstituting the majority). The ICC is responsible for redressal of complaints related tosexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31 2021 no complaints pertaining to sexualharassment have been received.

60. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Notice of 33rd Annual GeneralMeeting of the Company are sent to all Members whose email addresses are registered withthe Company/Depository Participant(s). For members who have not registered their e-mailaddresses physical copies are sent through the permitted mode.

61. Other Disclosures:

Your directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme referred to in this Report.

c. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

62. Appreciation & acknowledgement:

Your directors place on records their appreciation for the overwhelming co-operationand assistance received from the investors customers business associates bankersvendors as well as regulatory and governmental authorities. Your directors also thank theemployees at all levels who through their dedication co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.

Your directors also wish to place on record their appreciation of businessconstituents banks and other "financial institutions and shareholders of the Companylike SEBI BSE NSE NSDL CDSL ICICI Bank Kotak Mahindra Bank and State Bank of Indiaetc. for their continued support for the growth of the Company.

For and on behalf of the Board of
Nagarjuna Agri-Tech Limited
Sd/-
Place: Hyderabad K V L N Raju
Date: 10.08.2021 Managing Director

.