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Nagreeka Exports Ltd.

BSE: 521109 Sector: Industrials
NSE: NAGREEKEXP ISIN Code: INE123B01028
BSE 00:00 | 06 Oct 37.90 2.40
(6.76%)
OPEN

36.15

HIGH

38.25

LOW

34.75

NSE 00:00 | 06 Oct 37.95 2.45
(6.90%)
OPEN

35.45

HIGH

38.20

LOW

35.00

OPEN 36.15
PREVIOUS CLOSE 35.50
VOLUME 3625
52-Week high 74.15
52-Week low 28.90
P/E 7.48
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.15
CLOSE 35.50
VOLUME 3625
52-Week high 74.15
52-Week low 28.90
P/E 7.48
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nagreeka Exports Ltd. (NAGREEKEXP) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 32nd AnnualReport on the affairs of your Company together with the Audited Statements of Accounts forthe Year ended March 31 2021 .

FINANCIAL RESULTS 2020-2021 2019-2020
(Rs. In Lakhs) (Rs. In Lakhs)
Revenue from Operation 38501.21 47231.62
Other Income 30.54 456.66
Total Income 38531.75 47688.28
PBIDT 756.01 2230.76
Interest 1404.48 1406.80
Depreciation 721.50 716.66
PROFIT/(LOSS) BEFORE TAXATION (1369.97) 107.30
Adjustment of Tax 537.47 (38.83)
PROFIT/(LOSS) AFTER TAXATION (832.50) 68.47
Profit Brought Forward form Previous Year 3261.64 3193.17
PROFIT AVAILABLE FOR APPROPRIATIONS 2429.14 3261.64
APPROPRIATIONS
Proposed Dividend - -
Balance carried to Balance Sheet 2429.14 3261.64
2429.14 3261.64

DIVIDEND

The Board of Directors after considering the performance of the Companyfor the financial year 2020-21 have decided to not to recommend dividend during thisfinancial year 2020-21.

PERFORMANCE REVIEW

Your Company has achieved revenue of Rs 38501.21 lakh (previous yearRs.47231.62 lakh) with loss of Rs 832.50 lakh ( previous year Profit of Rs.68.47 lakh).

COVID-19 - IMPACT AND MEASURES TAKEN TO COMBAT

The world saw an unusually big economic contraction globally. Economieswitnessed significant demand slowdown and increased protectionism. Global prospectsremained highly uncertain for more than a year into the Pandemic. Economic recoveries arediverging across countries and sectors.

The Company has taken stringent steps to implement and follow variousguidelines directions advisories and protocols to safeguard company's workforce andtheir family members from Covid 19 Impact. Proactive timely measures/steps taken by theCentral Government State Government and the Local Authorities have helped the country inmanaging and flattening the Covid-19 curve remarkably better than many other countries ofthe world including the developed countries. Government has also supported business bygiving huge stimulus packages.

With the whole hearted support of all stakeholders bankers employeessuppliers and the government the Company managed to serve its domestic as well asinternational customers to the maximum extent possible with limited disruptions. Now withthe dilution of impact of Covid19 the Company expect to achieve normalcy in itsoperations in the near future.

The Global impact of Covid 19 on logistics consumptions tradeindustry and business is still visible. It is hoped that with fast vaccination normalcywill be restored in the different parts of the world.

COVID-19 hit the world hard to say the least and unprecedentedlockdowns disrupted economies businesses and society in a manner that we have never seenin our lives. India was no exception but our country has managed to flatten the COVID-19curve remarkably better than many other economies. This was made possible by thegovernment's timely and consistent interventions to enforce stringent health andsafety guidelines. Additionally the government's huge stimulus package supportedbusinesses and vulnerable communities. We have the capability and the commitment to helpbuild the India of tomorrow. However India is currently experiencing a massive secondwave of COVID-19 infections. We expect no major changes in the economic activity as thenation is preparing to face the Pandemic with vaccines and preparedness.

After the pandemic struck and lockdown was imposed towards end March2020 the company started implementing changes to protect its employees throughappropriate health and safety protocols which included canceling travel and eliminatingperson meetings working from home wherever possible and establishing safety protocols atits offices and factories. The safety procedures included temperature measurementspersonal protective equipment mandatory use of masks social distancing frequentcleaning and disinfecting and implementation of daily check sheets to ensure team membersare highly focused on the new procedures. The above measures still continues to beimplemented.

SHARE CAPITAL

During the year under review there have been no changes in Sharecapital of the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 8 members of which 4 are IndependentDirectors including one woman

Independent Director.

During the year under review Mr. Mohan Kishen Ogra (DIN No. 01081215)ceased to be Directors of the Company due to his sudden sad demise on 19.07.2020. TheBoard places on record its deep appreciation of the contributions made by Mr. Mohan KishenOgra as an Independent Director of the Company.

At the 31st Annual General Meeting of the Company held on 28thSeptember 2020 Mr. Tushar Jhunjhunwala (DIN No. 00025078) was appointed as anIndependent Director of the Company to hold office for a term of 5 years and also Ms.Surabhi Sanganeria was re-appointed as an Independent Director of the Company to holdoffice for another term of 5 years.

Further Mr. Kedar Nath Bansal ceased to be Chief Financial Officer ofthe Company due to his sudden sad demise on 24.05.2021. The Board places on record itsdeep appreciation of the contributions made by Mr. Kedar Nath Bansal as Chief FinancialOfficer of the Company.

Further Ms. Akansha Agarwal was appointed as the Chief FinancialOfficer of the Company in the Board Meeting held on 14th August 2021 withimmediate effect

Further Ms. Akansha Agarwal resigned from the post of Chief FinancialOfficer in the Board Meeting held on 27th August 2021 with immediate effect

Further Mr. Manoj Agarwal has been appointed as Chief FinancialOfficer of the Company in the Board Meeting held on 27th August 2021 withimmediate effect

As per provisions of Section 152 of the Companies Act 2013 Mr.Mahendra Ishwarlal Patwari (DIN 00024002) is liable to retire by rotation and beingeligible for reappointment he has offered himself for re-appointment. The Company hasreceived declaration from him specifying his eligibility to be re-appointed as such.

Subject to the approval of the shareholders and based on therecommendations of the Nomination and Remuneration Committee the Board at its meetingheld on 15th September 2020 appointed Mr. Pawan Kishore Harlalka (DIN 08857189)as an Additional Director with effect from 1st October 2020 qualifying as anIndependent Director of the Company not liable to retire by rotation for a period offive years. In terms of the provisions of the Companies Act 2013 his term of officeexpires at this ensuing Annual General Meeting. The Company has received requisite noticein writing from a member proposing Mr. Pawan Kishore Harlalka as an Independent Director.

The Company has received declaration from Mr. Pawan Kishore Harlalkaconfirming that he meets with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and SEBI (LODR) Regulation2015.

The tenure of Mr. Debabrata Das Choudhary (DIN 07479334) as Whole TimeDirector expired on 24th May 2021. Pursuant to the provisions of the Act andbased on the recommendation of the Nomination and Remuneration Committee the Boardrecommends his re-appointment for a further period of 5 years with effect from 25thMay 2021 subject to approval of the Members through a Special Resolution in the ensuing32nd Annual General Meeting of your Company.

The tenure of Mr. Sushil Patwari (DIN : 00023980) as Executive Chairmanis expiring on 30th September 2021. Pursuant to the provisions of the Act andbased on the recommendation of the Nomination and Remuneration Committee the Boardrecommends his re-appointment for a further period of 5 years with effect from 1st October2021 subject to approval of the Members through a Special Resolution in the ensuing 32ndAnnual General Meeting of your Company.

Further during the period under review Mr. Gopal Sharma has resignedfrom the post of Company Secretary and Compliance officer of the Company w.e.f 13.02.2021and in his place the Company has appointed Ms. Akansha Agarwal as a Company Secretary andCompliance officer w.e.f 13.02.2021.

The brief resume of the Directors seeking Appointment/ re-appointmentin the ensuing Annual General Meeting in pursuance of relevant provisions of the CompaniesAct 2013 and Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 have been given in the notice convening the aforesaid Annual GeneralMeeting. Your Directors recommend the resolutions pertaining to appointment/re-appointment of aforesaid Directors for your approval.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND PAYMENT OFREMUNERATION

The Company's Policy on Directors' appointment andremuneration including criteria for determining qualifications positive attributesattributes of independence of Directors and other related matters provided under Section178(3) of the Companies Act 2013 are covered in Clause 1 of the Corporate GovernanceReport which forms part of this report. The statement required under Section 197 (12) readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is given in ‘Annexure-D' forming part of this Report

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given their declarationsto the Company that they meet the criteria of independence as laid down under Section149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

Further declaration on compliance with Rule 6(3) of the Companies(Appointment and Qualification of Directors) Rules 2014 as amended by Ministry ofCorporate Affairs ("MCA") Notification dated October 22 2019 regarding therequirement relating to enrollment in the Data Bank created by MCA for IndependentDirectors and has been received from all the Independent Directors. In the opinion of theBoard the Independent Directors of the Company are persons of integrity expertise andexperience and duly qualified to hold such positions.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34(2) (e) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the statement on Management Discussion andAnalysis is annexed hereto and marked as Annexure "B".

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V to the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate report on CorporateGovernance is annexed as part of this Annual Report and marked as Annexure "C".Requisite Certificate from M/s. Vivek Mishra & Co a firm of Company Secretaries (CPNo.17218 Mem 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 ofthe Companies (Corporate Social Responsibility Policy) Rules 2014 a detailed report onCorporate Social Responsibility (CSR) is given under Corporate Governance which formspart of this report. However your Company was not required to spend any sum on CSR forthe financial year 2020-21 in accordance with the provisions of Section 135 (1) of theCompanies Act 2013.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial year 2020-21 4 (four) Board meetings of the Boardof Directors were held the details of which are given in Corporate Governance Reportwhich forms part of this Report.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. TheCompany has implemented a system of evaluating performance of the Board of Directors andof its Committees and individual Directors on the basis of a structured questionnairewhich comprises evaluation criteria taking into consideration various performance relatedaspects. All the results were satisfactory.

The Board of Directors has expressed its satisfaction with theevaluation process.

One separate meeting of Independent Directors was held on 13.02.2021during the year 2020-21 which reviewed the performance of the Non - Independent Directorsand the Chairman of the Board. It also reviewed the performance of the Board as a wholeand assessed the quality quantity and timeliness of flow of information between thecompany management and the Board and its members that is necessary for the board toeffectively and reasonably perform their duties.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3) (c) of the CompaniesAct 2013 and based on the representations received from the management your Directorsstate that:

 

(a) In the preparation of the annual Financial Statements for theyear ended March 31 2021 the applicable accounting standards have been followed with nomaterial departures;

(b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2021and of the loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(d) the Directors have prepared the annual Financial Statements on agoing concern basis;

(e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate andoperating effectively; and

 

(f) The Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.

MATERIAL CHANGES AFFECTING THE COMPANY

There were no material change and commitment made affecting thefinancial position of the Company between 1st April2021 and 27thAugust 2021 which is the date of the report.

There were no significant and material orders passed by any regulatorsor courts or tribunal impacting the going concern status and Company's operations infuture.

DEPOSITS

Your Company has not accepted any deposits during the year under reviewwithin the meaning of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 and accordingly no amount was outstanding as on thedate of Balance Sheet.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism which includes a WhistleBlower Policy for its Directors and Employees to provide a framework to facilitateresponsible and secure reporting of concerns of unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct & Ethics. The details ofestablishment of Vigil Mechanism / Whistle Blower Policy are posted on the website of theCompany.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Internal Complaints Committee which hasbeen set up to redress complaints regarding sexual harassment. The following is thesummary of sexual harassment complaints received and disposed off during the year :

i) No. of complaints received : Nil

ii) No. of complaints disposed off : Nil

All employees (Permanent Contractual Temporary Trainees) are coveredunder this Act.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013

Details of Loans Guarantees or Investments covered under section 186of the Companies Act 2013 forms part of the Notes to the Financial Statements.

STATUTORY AUDITORS AND AUDITORS REPORTS

M/s. B. Nath & Co. (FRN 307057E) Chartered Accountants Kolkatawere appointed as the Statutory Auditors of the Company for a period of 5 years at 28thAnnual General 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 qualificationreservation or adverse remark on the financial statements for the year ended March 312021. The statements made by the Auditors in their Report are selfexplanatory and do notcall for any comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013and Rules made there-under the Company has appointed on 31st July 2020 M/s.Vivek Mishra & Co. a Firm of Company Secretaries (Mem. No.8540) to undertake theSecretarial Audit of the Company. The same is attached as Annexure "E and forms anintegral part of this report. Further the Company has appointed Mr. Vivek Mishra CompanySecretary in Practice (Mem. No.8540) as the Secretarial Auditor for the financial year2021-22 in the Board Meeting held on 30.06.2021

Pursuant to amendments under SEBI Listing Regulations 2015 and SEBIcircular dated 8 February 2019 a certificate on secretarial compliance report as requiredunder regulation 24A is being submitted to stock exchanges as obtained from him for theyear 2020-21.

The Said Report does not contain any qualification reservation oradverse remark.

COST AUDITORS

The Board of Directors had appointed M/s. V. J.Talati &Co. CostAccountants (Firm Regn No.ROO213) as Cost Auditors of the Company for the financial year2021-22 in its meeting held on June 30 2021. Their remuneration is subject toratification by shareholders at the ensuing Annual General Meeting. Cost Audit Report forthe financial year 2019-20 was filed within due date.

The Cost records as applicable to the Company are maintained inaccordance with the Section 148(1) of the Act.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act thedraft Annual Return as on March 31 2021 in e-form MGT 7 is available on theCompany's website at the link https://nagreeka.com/nagreeka-exports-limited-investor-relations/ The final version of the Annual Return will be uploaded onthe Company's website after the conclusion of the ensuing AGM.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO

Information pursuant to Section 134 (3) (m) of the Companies Act 2013read with the Rule 8 of Companies (Accounts) Rules 2014 is annexed hereto and marked asAnnexure "A" to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of the Employees of the Company in detailed is separately attached and marked asAnnexure "D" to this report.

HEALTH AND SAFETY MEASURES

The Company's primary objectives are to ensure the safety and health ofthe company's Employees and to protect company property. The Company strives toprovide safe and healthy working environment for all Company Employees

The Company provides health and safety advisory to all workers andemployees of the Company. A safe working environment is based on how well the people inboth management and on the factory floor adhere to and communicate about safetystandards.

SECRETARIAL STANDARDS

The Company has followed the applicable provisions of SecretarialStandard 1 and Secretarial Standard 2 of the Institute of Company Secretaries of India.

RISK MANAGEMENT

The development and implementation of risk management policy has beencovered in the Management Discussion and Analysis which forms part of this report.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on dealing with Related PartyTransactions. The Policy is disclosed on the website of the Company.

All Related Party Transactions entered into during the year were onarm's length basis and were in the ordinary course of business. There are nomaterially 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 transactionsand based thereon final approval of the Board is obtained.

The policy on Related Party Transactions as adopted and approved by theBoard on 14th February 2019 is available on the Company's website.

ACKNOWLEDGEMENT

Your Directors acknowledge the remarkable contribution made by theemployees of the company at all levels towards its overall success. The Directors alsotake this opportunity to place on record their appreciation of all the stakeholdersbankers and members for their continued support to the Company.

The Directors regret the loss of life due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic.

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