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Nakoda Group of Industries Ltd.

BSE: 541418 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE236Y01012
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NSE 05:30 | 01 Jan Nakoda Group of Industries Ltd
OPEN 25.15
PREVIOUS CLOSE 25.15
VOLUME 6500
52-Week high 25.85
52-Week low 11.45
P/E 1257.50
Mkt Cap.(Rs cr) 28
Buy Price 22.50
Buy Qty 6500.00
Sell Price 25.80
Sell Qty 6500.00
OPEN 25.15
CLOSE 25.15
VOLUME 6500
52-Week high 25.85
52-Week low 11.45
P/E 1257.50
Mkt Cap.(Rs cr) 28
Buy Price 22.50
Buy Qty 6500.00
Sell Price 25.80
Sell Qty 6500.00

Nakoda Group of Industries Ltd. (NAKODAGROUP) - Director Report

Company director report

To

The Members

Nakoda Group of Industries Limited

Nagpur

Your Directors are pleased to present the 06th AnnualReport on the business and operations of the Company and the financial results for theyear ended 31st March 2019.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars 31.03.2019 In Rs 31.03.2018 In Rs
Income from Operations 519938102.00 487226907.00
Other Income 144961.00 67205.00
Total Revenue 520083063.00 487294112.00
Total Expenditure 481009176.00 448237609.00
Financial Costs 20703740.00 18759795.00
Depreciation 8701195.00 6155173.00
Profit Before Tax 9668952.00 14141535.00
Tax 908543.00 4122535.00
Profit After Tax (Net Tax) 8760409.00 10019000.00

Your Company has seen an overall growth in business. During the F.Y.2018-19 the Company has achieved a turnover of Rs. 52.00 Cr. as against the turnover ofRs. 48.72 Cr. in the previous year. Net profit for the F.Y. 2018-19 stood at Rs. 87.60Lakhs. as against Rs. 100.19 Lakhs in F.Y. 2017-18.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no significant material changes and commitments affectingfinancial position of the company between 31st March 2019 and the date ofBoard's Report.

3. CHANGE IN NATURE OF BUSINESS:

The company has not changed the nature of business during the financialyear under review.

4. DIVIDEND:

With a view to conserve the resources of the Company Your Directors donot propose to recommend any dividend. These retained earnings can be utilized in futurefor financing expansion programmes and for meeting the fixed or working capital needs ofthe Company.

5. RESERVES AND SURPLUS:

Your directors do not recommend transfer of any amount out of profit tothe reserves. Entire profit of Rs. 87 60409/-has been transferred to the Balance sheetunder the head of Reserves and Surplus in F.Y. 2018-19.

6. MEETINGS:

(i) BOARD MEETINGS:-

During the year Sixteen Board Meetings were held the details are asmentioned below:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 09.04.2018 6 6
2. 05.05.2018 6 6
3 18.05.2018 6 6
4 04.06.2018 6 6
5 29.06.2018 6 6
6 01.08.2018 6 6
7 11.08.2018 6 6
8 17.08.2018 6 6
9 07.09.2018 6 6
10 10.09.2018 6 6
11 31.10.2018 6 6
12 02.11.2018 6 6
13 14.11.2018 6 6
14 27.11.2018 7 7
15 04.12.2018 7 7
16 08.03.2019 7 7

(ii) COMMITTEE MEETINGS:

AUDIT COMMITTEE MEETINGS

During the year Eight Audit Committee Meetings were held the detailsare given as under:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 07.06.2018 3 3
2. 29.06.2018 3 3
3 01.08.2018 3 3
4 07.09.2018 3 3
5 31.10.2018 3 3
6 14.11.2018 3 3
7 04.12.2018 3 3
8 29.03.2019 3 3

? NOMINATION & REMUNERATION COMMITTEE MEETINGS

During the year Four Nomination & Remuneration Committee Meetingswere held the details are given as under:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 21.06.2018 3 3
2. 11.08.2018 3 3
3 20.11.2018 3 3
4 26.02.2019 3 3

? STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

During the year Four Stakeholders Relationship Committee Meetings wereheld the details are given as under:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 15.06.2018 3 3
2. 28.09.2018 3 3
3 31.12.2018 3 3
4 05.03.2019 3 3

7. COMPOSITION OF COMMITTEES:

During the year your directors have constituted following committeesof the Board in accordance with the requirements of the Companies Act 2013. Thecomposition terms of reference and other details of all Board level committees have beenelaborated below:

A. AUDIT COMMITTEE

BRIEF DESCRIPTION AND TERMS OF REFERENCE

The role and terms of reference of the Audit Committee have beenupdated to be in line with Section 177 of the Companies Act 2013 besides other terms asmay be referred by the Board of Directors. The said Committee reviews reports of theStatutory Auditors and Internal Auditors periodically to discuss their findings andsuggestions internal control system scope of audit observations of the auditors andother related matters and reviews major Accounting policies followed by the Company.

COMPOSITION AND MEETING:

Composition of Audit Committee as on 31st March 2019:

Name of Directors Status Nature of Directorship

Number of Meetings held during the Financial Year 2018-19

Held Attended
Mr. Pawan Jain Chairman Independent Director 8 8
Mr. Vinod Jain Member Independent Director 8 7
Mr. Ajay Lodha Member Independent Director 8 8
Mr. Rahul Mohadikar Member Independent Director 8 1

Note: - Mr. Vinod Jain has resigned on 08.03.2019 and Mr. RahulMohadikar was appointed as Independent Director W.e.f. 08.03.2019 in the company.

B. NOMINATION AND REMUNERATION COMMITTEE

BRIEF DESCRIPTION AND TERMS OF REFERENCE

The objective of Nomination and Remuneration Committee is to assess theremuneration payable to the Managing Director/ Whole Time Directors; sitting fee payableto the NonExecutive Directors; remuneration policy covering policies on remunerationpayable to the senior Executives.

COMPOSITION:

Name of Directors Status Nature of Directorship

Number of Meetings held during the Financial Year 2018-19

Held Attended
Mr. Ajay Lodha Chairman Independent Director 4 4
Mr. Pawan Jain Member Independent Director 4 4
Mr. Vinod Jain Member Independent Director 4 4
Mr. Rahul Mohadikar Member Independent Director 0 0

Note: - Mr. Vinod Jain has resigned on 08.03.2019 and Mr. RahulMohadikar was appointed as Independent Director W.e.f. 08.03.2019 in the company.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the Company. The policy also lays down criteria for selection and appointment of BoardMembers. The details of this policy are given below:-

Criteria and Qualification for Nomination & Appointment

The Committee shall identify and ascertain the integrityqualification expertise and experience of the person for appointment as Director KMP orat Senior Management level and recommend to the Board his/her appointment.

• A person should possess adequate qualification expertise andexperience for the position he/she is considered for appointment. The Committee hasdiscretion to decide whether qualification expertise and experience possessed by a personis sufficient/ satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of anyperson as Whole time Director who has attained the age of seventy years. Provided that theterm of the person holding this position may be extended beyond the age of seventy yearswith the approval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

Policy on Remuneration

The Company's Remuneration policy considers human resources as itsinvaluable assets. The Remuneration policy for all the employees are designed in a way toattract talented executives and remunerate them fairly and responsibly this being acontinuous ongoing exercise at each level in the organization.

The Remuneration of Directors should be in accordance with theprovisions of the Companies Act 2013 read with Schedule-V of the companies Act 2013 asamended from time to time.

• To ensure that the level and components of remuneration isreasonable and sufficient to attract retain and motivate Directors KMP and otheremployees of the quality required to run the Company successfully.

• No director/KMP/other employee are involved in deciding his orher own remuneration.

• The trend prevalent in the similar industry nature and size ofbusiness are kept in view and given due weight age to arrive at a competitive quantum ofremuneration.

• It is to be ensured that relationship of remuneration to theperformance is clear & meets appropriate performance bench marks which areunambiguously laid down and communicated.

• Improved performance should be rewarded by increase inremuneration and suitable authority for value addition in future.

• Provisions of all applicable laws with regard to making paymentof remuneration to the Board of Directors KMP and Senior Management as maybe applicablefrom time to time shall be complied.

• Whenever there is any deviation from the Policy thejustification/reasons should also be indicated/ disclosed adequately.

Managing Director and Executive Directors

The Company remunerates its Managing Director and ExecutiveDirector's by way of salary perquisites and allowances. Remuneration is paid withinthe limits recommended by the Nomination & Remuneration Committee and the Board and asapproved by the shareholders within the stipulated limits of the Companies Act 2013 andthe Rules made there

under. The remuneration paid to the Managing Director and the ExecutiveDirector's is determined keeping in view the industry benchmark and the relativeperformance of the Company to the industry performance.

Non-executive Directors

Non-executive Directors are presently not paid any remuneration. YourCompany has not paid any sitting fees for attending the meeting of the Board and itsCommittees as per the provisions of the Companies Act 2013 and the rules made thereunder. The Company however reimburses the expenses incurred by the Non -ExecutiveDirectors to attend the meetings.

Key Managerial Personnel and other senior employees

The remuneration of KMP and other employees largely consists of basicsalary perquisites and allowances. Perquisites and retirement benefits are paidaccording to the Company policy. The components of the total remuneration vary fordifferent grades and are governed by the industry pattern qualification &experience/merits performance of each employee. The Company while deciding theremuneration package takes into consideration current employment scenario and remunerationpackage of the industry and its peer group.

C. STAKEHOLDER'S RELATIONSHIP COMMITTEE BRIEF DESCRIPTION ANDTERMS OF REFERENCE

The Board has delegated the powers to a committee to approvetransfer/transmission of shares considering and resolving the grievances to oversee theperformance of the Registrar & Share Transfer Agent Oversee the implementation andcompliance of the Code of Conduct adopted by the Company for prevention of Insider Tradingand to attend all other matters related thereto: COMPOSITION:

Composition of Stakeholder's Relationship Committee as on 31stMarch 2019:

Name of Directors Status Nature of Directorship

Number of Meetings held during the Financial Year 2018-19

Held Attended
Mr. Ajay Lodha Chairman Independent Director 4 4
Mr. Pawan Jain Member Independent Director 4 4
Mr. Vinod Jain Member Independent Director 4 4
Mr. Rahul Mohadikar Member Independent Director 0 0

Note: - Mr. Vinod Jain has resigned on 08.03.2019 and Mr. RahulMohadikar was appointed as Independent Director W.e.f. 08.03.2019 in the company.

D. CORPORATE SOCTAL RESPONSIBILITY (CSR) COMMITTEE

The company has not crossed the threshold limit as prescribed undersection 135 of the Companies Act 2013 hence has not been constituted the CorporateSocial Responsibility Committee for the year.

8. DIRECTORS AND KEY MANAGERIAL PERSONS:

A. COMPOSITION OF THE BOARD:

Sr. No. Name of Director Designation Date of Appointment Date of Resignation
1. Mr. Pravin N. Choudhary Managing Director 10.02.2017 N.A.
2. Mrs. Manju P. Choudhary Women Director 05.12.2016 N.A.
3. Mr. Jayesh P. Choudhary Whole Time Director 06.06.2017 N.A.
4. Mr. Pawan Jain Independent Director 10.02.2017 N.A.
5. Mr. Vinod Jain Independent Director 10.02.2017 08.03.2019
6. Mr. Ajay Lodha Independent Director 10.02.2017 N.A.
7. Mr. Haresh Kumar Prashad Additional Director 27.11.2018 N.A.
8. Mr. Rahul Mohadikar Independent Director 08.03.2019 N.A.

-Retirement by Rotation

Pursuant to provisions of the Companies Act 2013 Mrs. Manju Choudhary(DIN: 01918805) Executive Director will retire at the ensuing Annual General Meeting andbeing eligible offers herself for reappointment. The Board recommends her re-appointment.

A. COMPOSITION OF KEY MANAGERIAL PERSONNEL:

The details of the Key Managerial personnel of the Company are astabled below:

Sr. No. Name of Director Designation Date of Appointment Date of Resignation
1. Mr. Pratul B. Wate Company Secretary & Compliance Officer 01.07.2017 N.A.
2. Mr. Sakshi Tiwari Chief Financial Officer 10.02.2017 N.A.

9. DECLARATION FROM TNDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the IndependentDirectors of the Company as per the provisions of Section 149 subsection (7) of theCompanies Act 2013 confirming that they meet the criteria of independence as prescribedboth under Section 149 sub-section (6) of the Companies Act 2013 read with the Rule 4 ofCompanies (Appointment and Qualification of Directors) Rule 2014 and the SEBI (ListingObligations and Disclosures Requirement) Regulations 2015.

10. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under theCompanies Act 2013 during the financial year were in the ordinary course of business andon an arm's length pricing Basis and the same are disclosed in financial statements.Appropriate approvals have been taken for related party transactions. Form AOC-2 is alsoattached below. Suitable disclosure as required by the Accounting Standard (AS 18) hasbeen made in the notes to the Financial Statements

.