To The Members
Your Directors have pleasure in presenting the 31st Annual Report on the affairs ofyour Company together with the Audited Statements of Accounts for the Year ended March 312020.
| ||2019-2020 ||2018-2019 |
| ||(Rs. In lakhs) ||(Rs. In lakhs) |
|Revenue from Operation ||47231.62 ||60648.85 |
|Other Income ||456.66 ||130.07 |
|Total Income ||47688.28 ||60778.92 |
|PBIDT ||2230.76 ||2118.39 |
|Interest ||1406.80 ||1230.66 |
|Depreciation ||716.66 ||702.12 |
|PROFIT BEFORE TAXATION ||107.30 ||185.61 |
|Adjustment of Tax ||-38.83 ||127.55 |
|PROFIT AFTER TAXATION ||68.47 ||313.16 |
|Profit Brought Forward form Previous Year ||3193.17 ||2880.01 |
|PROFIT AVAILABLE FOR APPROPRIATIONS ||3261.64 ||3193.17 |
|APPROPRIATIONS || || |
|Proposed Dividend ||- ||- |
|Balance carried to Balance Sheet ||3261.64 ||3193.17 |
| ||3261.64 ||3193.17 |
Your Directors do not recommend payment of any dividend for the year ended 31stMarch 2020 with a view to improving liquidity to meet part of working capital requirementwhich will increase in the financial year 2020-2021.
Your Company has achieved revenue of Rs 47231.62 lakhs (previous year Rs. Rs.60648.85lakhs) with profit after tax of Rs 68.47 lakhs (previous year Rs. 313.16 lakhs).
IMPACT OF COVID-19 ON COMPANY'S PERFORMANCE
The COVID-19 crisis developed worldwide in the last quarter of FY 2019-20. There hasbeen huge changes in the Economic Scenario impacting both Indian as well as InternationalBusiness Environment. It has disturbed the complete global supply chain and compelled theGovernments to enforce nationwide lock-downs of all economic activity. The economic impactof the corona virus pandemic in India has been largely disruptive. The company hasimmediately shifted its focus on the health and safety of all employees and workers. TheCompany has also implemented a phased and safe return-to-work plan considering therelaxations in the restrictions by governments.
Nationwide lockdowns and other preventive measures have a significant impact on theeconomy with GDP growing by only 3.1% in the fourth quarter of the FY 2020 according toMinistry of Statistics. The Textiles
Industry is affected due to changes in purchasing behavior of Consumers. The Indiantextile industry has the capacity to produce a wide variety of products suitable todifferent market segments both within India and across the world. The textile and apparelindustry continues to be a vital contributors to the Indian economy majorly on thebackdrop of abundant availability of raw materials used for manufacturing textiles (suchas cotton silk wool etc.) and large labor base. The Government is also supporting thisindustry by providing lucrative incentives to attract investments under the Scheme forIntegrated Textile Parks and the Technology Upgradation Fund Scheme and skill developmentscheme for training workforce.
Future outlook of business would largely be dependent on the pace at which the vaccinesor the cure for Covid -19 are obtained along with other measures taken to control thespread of pandemic. The Indian government has announced policies and measures to helppromote and support various industries and businesses including the textile industry.Liquidity boost change in eligibility criteria for SME & MSME companies and theobjective of Atma Nirbhar Bharat' are all likely to be positive reinforcement forthe industry.
A number of economic relief measures has been announced viz. tax deadline extensionsinterest deferments etc. Following suit the Reserve Bank of India has also announcedadditional measures adding liquidity worth 374000 crore (US$52 billion) to the country'sfinancial system.
During the year under review there have been no changes in Share capital of theCompany.
DIRECTOR'S & KEY MANAGERIAL PERSONNEL
The Board of Directors consists of 7 members of which 3 are Independent Directors. TheBoard also comprises one woman 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.
During the year under review Mr. Bibhuti Charan Talukdar (DIN 00024015) and Mr. MohanKishen Ogra (01081215) ceased to be Directors of the Company due to their sudden saddemise on 15.09.2019 and 19.07.2020 respectively. The Board places on record its deepappreciation of the contributions made by Mr.Bibhuti Charan Talukdar and Mr. Mohan KishenOgra as Independent Directors of the Company.
Ms. Surabhi Sanganeria (DIN: 06987772) was appointed as an independent Director of theCompany at the 26th Annual General Meeting held on 28th September2015 for a period of 5years pursuant to the provisions of Section 149 152 of the Act and other applicableprovisions of the Act read with the Companies (Appointment and Qualification of Directors)Rules 2014 .The Tenure of Ms.Surabhi Sanganeria as an Independent Director expires on27th September2020.The Board recommends her re-appointment for second term of 5 yearssubject to approval of the members of the Company in the ensuing AGM. The Board hasreceived the consent from Ms. Surabhi Sangeneria to act as an Independent Director of theCompany.
Mr.Tushar Jhunjhunwala ( DIN 00025078) was appointed by the Board as an AdditionalDirector in the capacity of Independent Director in the Board meeting held on 14thNovember 2019. His term of office expires at this ensuing Annual General Meeting. TheBoard has received the consent from Mr.Tushar Jhunjhunwala to act as an IndependentDirector of the Company.
The Company has received declaration from Mr.Tushar Jhunjhunwala and Ms. SurabhiSanganeria confirming that they meet with the criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013 and SEBI (LODR)Regulation 2015...
The brief resume of the Director seeking Appointment/ re-appointment in the ensuingAnnual General Meeting in pursuance of relevant provisions of the Companies Act 2013 andRegulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 have been given in the notice convening the aforesaid Annual General Meeting.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND PAYMENT OF REMUNERATION
The Company's Policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes attributes of independence of Directorsand other related matters provided under Section 178(3) of the Companies Act 2013 arecovered in Clause 3 of the Corporate Governance Report which forms part of this report.Further information about elements of remuneration package of Individual Director isprovided in the extract of the Annual Return as per Section 92(3) of the Companies Act2013 and is annexed hereto and marked as Annexure D in the prescribed FormMGT-9 and forms part of this report. It is also available on the website of the Company.
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.
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34(2) (e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the statement on Management Discussion and Analysis isannexed hereto and marked as Annexure B.
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 part of this Annual Report and marked as Annexure C. RequisiteCertificate from M/s. Vivek Mishra & Co a firm of Company Secretaries (CP No.17218Mem No. F8540). regarding compliance of Corporate Governance as stipulated underRegulation 34(3)(E) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to the report of Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act 2013 read with Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014 a detailed report on CorporateSocial Responsibility (CSR) is given under Corporate Governance which forms part of thisreport. However your Company was not required to spend any sum on CSR for the financialyear 2019-20 in accordance with the provisions of Section 135 (1) of the Companies Act2013.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial year 2019-20 4 (four) Board meetings of the Board of Directorswere held the details of which are given in corporate Governance Report which forms partof 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. All the results were satisfactory.
The Board of Directors has expressed its satisfaction with the evaluation process.
One separate meeting of Independent Directors was held on 13.02.2020 during the year2019-20 which reviewed the performance of the Non Independent Directors and the Chairmanof the Board. It also reviewed the performance of the Board as a whole and assessed thequality quantity and timeliness of flow of information between the company management andthe Board 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 March 312020 the applicable accounting standards have been followed with no material departures;
(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 the Company as at March 31 2020 and of the profit ofthe Company for the year ended on that date;
(c) the Directors have 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;
(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 by theCompany and that such internal financial controls are adequate and operating effectively;and
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made affecting the financial position ofthe Company between 1st April2020 and 31st July2020 which is the date of thereport.
There were no significant and material orders passed by any regulators or courts ortribunal impacting the going concern status and Company's operations in future.
Your Company has not accepted any deposits during the year under review within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 and accordingly no amount was outstanding as on the date of BalanceSheet.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
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 Company's 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 sexual harassment. The following is the summary of sexualharassment complaints received and disposed off during the year: i) No. of complaintsreceived : Nil ii) No. of complaints disposed off : 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
Details of Loans Guarantees or Investments covered under section 186 of the CompaniesAct 2013 forms part of the Notes to the Financial Statements.
STATUTORY AUDITORS AND AUDITORS REPORTS
M/s. B. Nath & Co. (FRN 307057E) Chartered Accountants Kolkata were appointed asthe Statutory Auditors of the Company for a period of 5 years at 28th AnnualGeneral Meeting (AGM) held on 18.09.2017 to hold office from the conclusion of 28thAGM till the conclusion of 33rd Annual General Meeting to be held in the year2022
The Auditors' Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended March 31 2020. The statements made by theAuditors in their Report are self- explanatory and do not call for any comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere-under the Company has appointed Ms. Rupa Gupta Company Secretary in Practice (Mem.No.29332) to undertake the Secretarial Audit of the Company. The same is attached asAnnexure E and forms an integral part of this report. Further the Company hasappointed M/s Vivek Mishra & Co a firm of Company Secretaries (CP No.17218 Mem No.F8540) as the Secretarial Auditor for the financial year 2020-21 in the Board Meeting heldon 31.07.2020
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 her for the year 2019-20.
The Said Report does not contain any qualification reservation or adverse remark.
Pursuant to provisions of Section 148(1) of the Companies Act 2013 your Board ofDirectors had appointed M/s. V.J Talati & Co. Cost Accountants (Firm Regn No..ROO213)as Cost Auditor of the Company for conducting the Audit of Cost records for theFY2019-20.The Audit of Cost records is in progress and report will be filed with theauthority within the prescribed time period in accordance with the Act and relevant rulesmade thereunder.A proposal for ratification of remuneration of cost Auditors for the FY2020-21 will be placed before the members of the Company at the ensuing AGM forratification/approval.
The Cost records as applicable to the Company are maintained in accordance with theSection 148(1) of the Act.
ANNUAL RETURN EXTRACT
Pursuant to Section. 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the details forming part of extract of theannual return in Form No. MGT 9 is annexed hereto and Marked as Annexure F.
In compliance with section 134(3) (a) of the Act MGT 9 is uploaded on Companieswebsite and can be accessed at www.nagreeka.com
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with the Rule8 of Companies (Accounts) Rules 2014 is annexed hereto and marked as AnnexureA to this report.
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 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of theEmployees of the Company in detailed is separately attached and marked as AnnexureD to this report.
HEALTH AND SAFETY MEASURES
The Company's primary objectives are to ensure the safety and health of the company'sEmployees and to protect company property. The Company strives to provide safe andhealthy working environment for all Company Employees
The Company provides health and safety advisory to all workers and employees of theCompany. A safe working environment is based on how well the people in both managementand on the factory floor adhere to and communicate about safety standards...
The Company has followed the applicable provisions of Secretarial Standard 1 andSecretarial Standard 2 of the Institute of Company Secretaries of India.
The development and implementation of risk management policy has been covered in theManagement Discussion and Analysis which forms part of this report.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on dealing with Related Party Transactions. ThePolicy is disclosed on the website of the Company.
All Related Party Transactions entered into during the year were on arm's length basisand were in the ordinary course of business. There are no materially significant relatedparty transactions made by the Company with Promoters Directors Key Managerial Personnelor other designated persons which may have a potential conflict with the interest of theCompany at large and thus Form AOC-2 is not applicable to the Company.
Audit Committee reviews and approves all the related party transactions and basedthereon final approval of the Board is obtained.
The policy on Related Party Transactions as adopted and approved by the Board on 14thFebruary 2019 is available on the Company's website may be accessed on the Company'swebsite.
Your Directors acknowledge the remarkable contribution made by the employees of thecompany at all levels towards its overall success. The Directors also take thisopportunity to place on record their appreciation of all the stakeholders bankers andmembers for their continued support 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 the Board of Directors |
| ||Sd/- |
|Place: Kolkata ||Sushil Patwari |
|Date: 31/07/2020 ||Chairman-00023980 |