Your Directors have pleasure in presenting the 27th Annual Report onthe affairs of your Company together with the Audited Statements of Account for the Yearended March 31st 2021.
FINANCIAL HIGHLIGHTS IS GIVEN BELOW:
| ||2020-2021 ||2019-2020 |
| ||(Rs. In lakhs) ||(Rs. In lakhs) |
|Total Income ||1099.37 ||8841.21 |
|Profit /(Loss) Before Interest Depreciation ||606.86 ||(6419.77) |
|Less : Interest and finance charges ||582.61 ||1160.05 |
|Less : Depreciation ||4.21 ||3.64 |
|PROFIT/(LOSS) BEFORE TAX ||20.04 ||(7583.46) |
|Add: Exceptional Items ||0.25 ||0.08 |
|Share of profit of joint ventures ||0 ||0 |
|Tax Expense ||2.76 ||(1110.15) |
|PROFIT/(LOSS) AFTER TAX ||17.53 ||(6473.23) |
|Add : Other Comprehensive Income/(Loss) ||0.49 ||(0.06) |
|Total Comprehensive Income ||18.02 ||(6473.29) |
|Opening Balance in retained earnings ||(10983.96) ||(4510.67) |
|Profit/(Loss) Available For Appropriation ||(10965.94) ||(10983.96) |
|Dividend Paid ||0 ||0 |
|Transfer to statutory reserve ||3.51 ||0 |
|Closing Balance in retained earnings ||(10969.45) ||(10983.96) |
The Board of Directors after considering the performance of the Company for thefinancial year 2020-21 have decided to not to recommend dividend during this financialyear 2020-21.
The Operating Income of the Company is derived from a mix of dividend and securitiestrading. The inventory or investments as on 31st March 2021 comprised ofmostly Quoted scripts and few unquoted scripts and mutual funds.
The Companys total income for the year is Rs. 1099.37lakhs (Previous Year Rs.8841.21 Lakh ). The Profit for the Year is Rs. 17.53 Lakhs(Previous Year lossof Rs. (6473.22) Lakhs. Your Directors are confident of improving the performancein the present period.
IMPACT OF COVID-19 ON COMPANYS PERFORMANCE
The world saw an unusually big economic contraction globally. Economies witnessedsignificant demand slowdown and increased protectionism. Global prospects remained highlyuncertain for more than a year into the Pandemic. Economic recoveries are diverging acrosscountries and sectors.
The Company has taken stringent steps to implement and follow various guidelinesdirections advisories and protocols to safeguard companys employees and theirfamily members from Covid 19 Impact. Proactive timely measures/steps taken by the CentralGovernment State Government and the Local Authorities have helped thecountry in managingand flattening the Covid-19 curve remarkably better than many other countries of the worldincluding the developed countries. Government has also supported business by giving hugestimulus packages.
With the whole hearted support of all stakeholders bankers employees and thegovernment the Company managed to its affairs to the maximum extent possible with limiteddisruptions. Now with the dilution of impact of Covid19 the Company expect to achievenormalcy in its operations in the near future.
The Global impact of Covid 19 on logistics consumptions trade industry and businessis still visible. It is hoped that with fast vaccination normalcy will be restored in thedifferent parts of the world.
COVID-19 hit the world hard to say the least and unprecedented lockdowns disruptedeconomies businesses and society in a manner that we have never seen in our lives. Indiawas no exception but our country has managed to flatten the COVID-19 curve remarkablybetter than many other economies. This was made possible by the governments timelyand consistent interventions to enforce stringent health and safety guidelines.Additionally the governments huge stimulus package supported businesses andvulnerable communities. We have the capability and the commitment to help build the Indiaof tomorrow. However India is currently experiencing a massive second wave of COVID-19infections. We expect no major changes in the economic activity as the nation is preparingto face the Pandemic with vaccines and preparedness.
After the pandemic struck and lockdown was imposed towards end March 2020 the companystarted implementing changes to protect its employees through appropriate health andsafety protocols which included canceling travel and eliminating person meetings workingfrom home wherever possible and establishing safety protocols at its offices. The safetyprocedures included temperature measurements personal protective equipment mandatory useof masks social distancing frequent cleaning and disinfecting and implementation ofdaily check sheets to ensure team members are highly focused on the new procedures. Theabove measures still continues to be implemented.
During the year under review the Company there was no change in authorized and paid upcapital of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors consists of 6 members of which 3 are independent Directors. TheBoard also comprises of 1 woman Director
During the year under review Mr. Mohan Kishen Ogra (01081215) ceased to be Directorsof the Company due to his sudden sad demise on 19.07.2020. The Board places on record itsdeep appreciation of the contributions made by Mr. Mohan Kishen Ogra as an IndependentDirectors of the Company.
At the 26th Annual General Meeting of the Company held on 28thSeptember 2020 Mr. Sunil Ishwarlal Patwari was reappointed as Managing Director of theCompany to hold office for another term of 5 years with effect from 01.06.2020. Ms.Surabhi Sanganeria was re-appointed as an Independent Director of the Company to holdoffice for another term of 5 years.
Mr. Amitava Mazumdar and Mr. Santosh Harakhchand Somani was appointed as theIndependent Directors of the Company to hold office for a term of 5 years. Further Mr.Manish Kumar Bansal was also appointed at the same AGM in the capacity of Non-ExecutiveNon Independent Director.
As per provisions of Section 152 of the Companies Act 2013 Mr. Sunil IshwarlalPatwari (DIN 00024007) is liable to retire by rotation and being eligible has offeredhimself for re-appointment. The Company has received declaration from him specifying hiseligibility to be re-appointed as such.
The brief resume of the Director seeking re-appointment in the ensuing Annual GeneralMeeting in pursuance of relevant provisions of the Companies Act 2013 and Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 havebeen given in the notice convening the aforesaid Annual General Meeting.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION
The Companys Policy on Directors appointment and remuneration including criteriafor determining qualifications positive attributes attributes of independence ofDirectors and other related matters provided under Section 178(3) of the Companies Act2013 are covered in Clause 2 of the Corporate Governance Report which forms part ofthis report The statement required under Section 197 (12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given inAnnexure-C forming part of this Report.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given their declarations to the Companythat they meet the criteria of independence as laid down under Section 149(6) of the Actand Regulation 16 of the SEBI Listing Regulations.
Further declaration on compliance with Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 as amended by Ministry of Corporate Affairs("MCA") Notification dated October 22 2019 regarding the requirement relatingto enrollment in the Data Bank created by MCA for Independent Directors and has beenreceived from all the Independent Directors. In the opinion of the Board the IndependentDirectors of the Company are persons of integrity expertise and experience and dulyqualified to hold such positions
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis is annexed heretoand marked as Annexure "A".
As per Regulation 34(3) read with Schedule-V to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governance isannexed as a part of this Annual Report and marked as Annexure "B".Requisite Certificate from the Practicing Company Secretaries M/s. Vivek Mishra & Co.(CP No.17218) regarding compliance of Corporate Governance as stipulated under Regulation34(3)(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed to the report of Corporate Governance.
All Board Members and Senior Management Personnel have affirmed compliance with theCode of Conduct for the year 2020-21. A declaration to this effect signed by the ManagingDirector & CEO of the Company is contained in this Annual Report.
The Managing Director and CFO have certified to the Board with regard to the financialstatements and other matters as required under regulation 17(8) of SEBI ListingRegulations 2015.
MEETINGS OF THE BOARD OF DIRECTORS
Five Board meetings were held during the year 2020-21. The Company has held at leastone Board meeting in every quarter and the maximum time gap between any two meetings wasnot more than one hundred and twenty days thereby complying with applicable statutoryrequirements. Further the detail of the meeting of the Board of Directors held during theyear is stated in Corporate Governance report which forms part of this Report.
Evaluation of performance of all Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors has expressed its satisfaction with the evaluation process.
One separate meeting of Independent Directors was held during the year 2020-21 whichreviewed the performance of the Non Independent Directors and the Chairman of the Board.It also reviewed the performance of the Board as a whole and to assess the qualityquantity and timeliness of flow of information between the Company management and theBoard and its members that is necessary for the board to effectively and reasonablyperform their duties.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (3)(c) of the Companies Act 2013 and basedon the representations received from the management your Directors state that:
(a) In the preparation of the annual Financial Statements for the year ended March31 2021 the applicable Accounting Standards have been followed with no materialdepartures;
(b) the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2021 andof the profit of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) the Directors have prepared the annual Financial Statements on a going concernbasis;
(e) the Directors have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made affecting the financial position ofthe Company between 1st April2021 and 29th June2021 which is thedate of the report.
There were no significant and material orders passed by any regulators or courts ortribunal impacting the going concern status and Companys operations in future.
Your Company is a non- deposit taking Company (NBFC-ND-SI). The Company has notaccepted any deposit within the meaning of Section 73 of the Companies Act 2013 read withthe Companies (Acceptance of Deposit) Rules 2014 and accordingly no amount wasoutstanding as on the date of Balance Sheet. The Company has passed a Board Resolution fornon-acceptance of deposits from public.
Reserve Bank of India (RBI) granted the Certificate of Registration to the Company inSeptember 2008 vide Registration No.:N05.06774 to commence the business of aNon-Banking Financial Institution without accepting deposits. Your Company is aSystemically Important Non-Banking Financial Company (NBFC-ND-SI). The Company hascomplied with and continues to comply with all the applicable regulations and directionsof the RBI.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
Pursuant to Section 177(9) of Companies Act 2013 and regulation 22 of SEBI ListingRegulations 2015 the Company has framed its Whistle Blower Policy. Further in terms ofSEBI (Prohibition of Insider Trading) Regulations 2015 as amended the Board at itsmeeting held on 14th February 2019 amended the existing policy.
The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behavior actual or suspected fraud or violationof the Companys Code of Conduct & Ethics. The details of establishment of VigilMechanism / Whistle Blower Policy are posted on the website of the Company.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an internal complaints committee which has been set up toredress complaints regarding SexualHarassment of women at workplace. The following is thesummary of sexual harassment complaints received and disposed off during the year:
i) No. of Complaints received during the year: Nil
ii) No. of complaints disposed off during the year: Nil
All employees (Permanent Contractual Temporary Trainees) are covered under this Act.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
Your Company being a Non-Banking Finance Company whose main objective is investment insecurities and the provisions of section 186(11) (b) of the Companies Act 2013 are notapplicable. It may kindly be noted that the Members of the Company has passed specialresolution in the Annual General Meeting dated 10th September 2014 for makingloans and investments for an amount not exceeding Rs. 500 Crores only. The investments ofthe Company are well within the sanctioned limits till date.
At the 25thAnnual General Meeting held on 27th September 2019M/s. Das & Prasad(FRN 303054E) Chartered Accountants Kolkata were appointed as theStatutory Auditors for a period of 5 years from the conclusion of 25th AnnualGeneral Meeting till the conclusion of 30th Annual General Meeting to be heldin the year 2024.
The Auditors Report does not contain any qualification reservation or adverseremark on the Financial Statements for the year ended March 31 2021. The statements madeby the Auditors in their Report are self- explanatory and do not call for any furthercomments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere-under the Company has appointed M/s. Vivek Mishra& Co. a firm of CompanySecretaries(CP No. 17218) to undertake the Secretarial Audit of the Company. The same isattached as Annexure "D" and forms an integral part of this report.
Pursuant to amendments under SEBI Listing Regulations 2015 and SEBI circular dated 8February 2019 a certificate on secretarial compliance report as required under regulation24A is being submitted to stock exchanges as obtained from him for the year 2020-21.
The said Reports does not contain any qualification reservation or adverse remarks ordisclaimer by the Secretarial Auditor.
On Board Meeting held on 29.06.2021 the Board has appointed M/s. Vivek Mishra &Co.(CP No. 17218) a firm of Practicing Company Secretaries as Secretarial Auditor of theCompany for the year 2021-2022.
ANNUAL RETURN EXTRACT
Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act the draft AnnualReturn as on March 31 2021 in e-form MGT 7 is available on the Companys website atthe link https://nagreeka.com/nagreeka-capital-infrastructure-ltd-investor-relations/ Thefinal version of the Annual Return will be uploaded on the Companys website afterthe conclusion of the ensuing AGM.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO
The provisions of Section 134(3)(m) of the Companies Act 2013 and the rules made thereunder relating to conservation of energy technology absorption do not apply to yourCompany as it is not a manufacturing Company. However your Company has been increasinglyusing information technology in its operations and promotes conservation of resources.
During the year under review there has been no foreign exchange earnings orexpenditure in the Company.
PARTICULARS OF EMPLOYEES
None of the employees are drawing remuneration exceeding Rs.8.50 Lakhs per month orRs.102.00 Lakhs per year. Hence details required to be furnished in accordance withSection 134 of the Companies Act 2013 read with Companies (Accounts) Rules 2014 are notapplicable.
The information required pursuant to section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof the Employees of the Company in detailed is separately attached as Annexure"C" to this report.
Pursuant to the approval given in 10 April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India (ICSI)the Secretarial Standards on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) came into effect from 1 July 2015. The said standards were amended witheffect from 1 October 2017 the Company is in compliance with the same.
The Company has an approved Risk Management policy by the Board. Risk Evaluation andManagement is ongoing process within the organization and is periodically reviewed by theBoard of Directors.
RELATED PARTY TRANSACTIONS
The revised policy on materiality of RPTs and also on dealing with RPTs has beenformulated by the Board at its meeting and amended on 14th February 2019. Thesaid Policy was further amended inter alia stipulating the threshold limits on 14thFebruary 2019 and the same is placed on the Companys website.
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the year were in the ordinary course of business and on anarms-length basis and disclosures are being submitted to stock exchanges within theprescribed time limit and are being published on the Companys website. There were nomaterial significant related party transactions made by the Company with promotersdirectors key managerial personnel or other designated persons which may have a potentialconflict with the interest of the Company at large and thus Form AOC-2 is not applicableto the Company.
Audit Committee reviews and approves all the related party transactions and basedthereon final approval of the Board is obtained.
Your Directors acknowledge various agencies of the Central and State Government(s) fortheir support and Co-operation. Your Directors are also thankful to all stakeholdersincluding customers bankers and suppliers for their continued assistance co-operationand support. Your Directors wish to place on record their sincere appreciation of allemployees for their commitment and contribution to the Company.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.
| ||For and on behalf of Board of Directors |
|Place:Kolkata ||Sushil Patwari |
|Date:29/06/2021 ||Chairman 00023980 |