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Nakoda Group of Industries Ltd.

BSE: 541418 Sector: Agri and agri inputs
NSE: NGIL ISIN Code: INE236Y01012
BSE 13:23 | 29 Jun 139.15 -0.40
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OPEN 139.55
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VOLUME 1827
52-Week high 301.85
52-Week low 25.70
P/E 111.32
Mkt Cap.(Rs cr) 194
Buy Price 137.20
Buy Qty 14.00
Sell Price 138.95
Sell Qty 20.00
OPEN 139.55
CLOSE 139.55
VOLUME 1827
52-Week high 301.85
52-Week low 25.70
P/E 111.32
Mkt Cap.(Rs cr) 194
Buy Price 137.20
Buy Qty 14.00
Sell Price 138.95
Sell Qty 20.00

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

Company director report

To

The Members

Nakoda Group of Industries Limited

Nagpur

Your Directors are pleased to present the 08th Annual Report on the businessand operations of the Company and the financial results for the year ended 31stMarch 2021.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

Particulars 31.03.2021 In Rs 31.03.2020 In Rs
Income from Operations 308364777.88 250876841.57
Other Income 460008.60 5145665.03
Total Revenue 308824786.48 256022506.60
Total Expenditure 264334475.03 220881471.40
Financial Costs 21531502.31 24212892.48
Depreciation 10479039.80 9794559.24
Profit Before Tax 12479769.34 1133583.48
Tax 520130.02 881775.74
Profit After Tax (Net Tax) 11959639.32 251807.74

Your Company has achieved a turnover of Rs. 30.83 Cr. in F.Y. 2020-21 as against theturnover of Rs. 25.08 Cr. in the previous year. Net profit for the F.Y. 2020-21 stood atRs. 1.19 Cr. as against Rs. 2.51 Lakhs in F.Y. 2019-20.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no significant material changes and commitments affecting financial positionof the company between 31st March 2021 and the date of Board's Report.

3. CHANGE IN NATURE OF BUSINESS:

The company has not changed the nature of business during the financial year underreview.

4. DIVIDEND:

The Board of Directors has approved Final Dividend @ 1% i.e. Rs. 0.10/- (Rupees TenPaisa Only) per Share of Face Value of Rs. 10/- each on 11134500 Nos. of Equity Sharesfor the Financial Year ended 31st March 2021. The Final Dividend on11134500 Nos. of Equity Shares

of Rs. 10/- each @ @ 1% i.e. Rs. 0.10/- (Rupees Ten Paisa Only) per Share shall be Rs.1113450/-.

5. RESERVES AND SURPLUS:

Entire profit of Rs. 11959639.32/-has been transferred to the Balance sheet underthe head of Reserves and Surplus in F.Y. 2020-21.

6. MEETINGS:

(i) BOARD MEETINGS:-

During the year 12 Board Meetings were held the details are as mentioned below:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 29.07.2020 7 7
2 07.09.2020 7 6
3 11.09.2020 7 6
4 29.09.2020 7 7
5 07.10.2020 7 7
6 06.11.2020 7 7
7 12.11.2020 7 7
8 21.01.2021 7 7
9 15.02.2021 7 7
10 16.02.2021 7 7
11 27.02.2021 7 7
12 30.03.2021 7 6

(ii) COMMITTEE MEETINGS:

? AUDIT COMMITTEE MEETINGS

During the year Six Audit Committee Meetings were held the details are given as under:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 29.07.2020 3 3
2 11.09.2020 3 3
3 07.10.2020 3 3
4 12.11.2020 3 3
5 21.01.2021 3 3
6 30.03.2021 3 2

? NOMINATION & REMUNERATION COMMITTEE MEETINGS

During the year Five Nomination & Remuneration Committee Meetings were held thedetails are given as under:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 19.06.2020 3 3
2 11.09.2020 3 2
3 29.09.2020 3 3
4 18.12.2020 3 3
5 30.03.2021 3 2

? STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

During the year Five Stakeholders Relationship Committee Meetings were held thedetails are given as under:

Sr. No. Date of Meeting Total No of Directors as on Meeting Attendance
1 18.05.2020 3 2
2 06.08.2020 3 3
3 24.11.2020 3 3
4 27.02.2021 3 3
5 30.03.2021 3 2

7. COMPOSITION OF COMMITTEES:

During the year your directors have constituted following committees of the Board inaccordance with the requirements of the Companies Act 2013. The composition terms ofreference and other details of all Board level committees have been elaborated below:

A. AUDIT COMMITTEE

BRIEF DESCRIPTION AND TERMS OF REFERENCE

The role and terms of reference of the Audit Committee have been updated to be in linewith Section 177 of the Companies Act 2013 besides other terms as may be referred by theBoard of Directors. The said Committee reviews reports of the Statutory Auditors andInternal Auditors periodically to discuss their findings and suggestions internal controlsystem scope of audit observations of the auditors and other related matters and reviewsmajor Accounting policies followed by the Company.

COMPOSITION AND MEETING:

Composition of Audit Committee as on 31st March 2021:

Name of Directors Status Nature of Directorship

Number of Meetings held during the Financial Year 2020-21

Held Attended
Mr. Sandeep Jain Member Independent Director 6 5
Mr. Rahul Mohadikar Chairman Independent Director 6 6
Mr. Vijay Giradkar Member Independent Director 6 1
Mr. Ajay Lodha Previous Member Previous Independent Director 6 5

Note: - Mr. Ajay Lodha has resigned on 30.03.2021 and Mr. Vijay Giradkar was appointedas Non - Executive Director W.e.f. 30.03.2021 in the company.

B. NOMINATION AND REMUNERATION COMMITTEE

BRIEF DESCRIPTION AND TERMS OF REFERENCE

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

COMPOSITION:

Name of Directors Status Nature of Directorship

Number of Meetings held during the Financial Year 2020-21

Held

Attended
Mr. Rahul Mohadikar Chairman Independent Director

5

5
Mr. Sandeep Jain Member Independent Director

5

3
Mr. Vijay Giradkar Member Independent Director 5

1

Mr. Ajay Lodha Previous Member Previous Independent Director 5

4

Note: - Mr. Ajay Lodha has resigned on 30.03.2021 and Mr. Vijay Giradkar was appointedas Non - Executive Director W.e.f. 30.03.2021 in the company.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy are given below:-

Criteria and Qualification for Nomination & Appointment

The Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend to the Board his/her appointment.

• A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person as Wholetime Director who has attained the age of seventy years. Provided that the term of theperson holding this position may be extended beyond the age of seventy years with theapproval 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 its invaluable assets.The Remuneration policy for all the employees are designed in a way to attract talentedexecutives

and remunerate them fairly and responsibly this being a continuous ongoing exercise ateach level in the organization. The Remuneration of Directors should be in accordance withthe provisions of the Companies Act 2013 read with Schedule-V of the companies Act 2013as amended from time to time.

• To ensure that the level and components of remuneration is reasonable andsufficient to attract retain and motivate Directors KMP and other employees of thequality required to run the Company successfully.

• No director/KMP/other employee are involved in deciding his or her ownremuneration.

• The trend prevalent in the similar industry nature and size of business arekept in view and given due weight age to arrive at a competitive quantum of remuneration.

• It is to be ensured that relationship of remuneration to the performance isclear & meets appropriate performance bench marks which are unambiguously laid downand communicated.

• Improved performance should be rewarded by increase in remuneration and suitableauthority for value addition in future.

• Provisions of all applicable laws with regard to making payment of remunerationto the Board of Directors KMP and Senior Management as maybe applicable from time totime shall be complied.

• Whenever there is any deviation from the Policy the justification/reasonsshould also be indicated/ disclosed adequately.

Managing Director and Executive Directors

The Company remunerates its Managing Director and Executive Director's by way ofsalary perquisites and allowances Performance Bonus etc. Remuneration is paid within thelimits 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 theExecutive Director's is determined keeping in view the industry benchmark and the relativeperformance of the Company to the industry performance.

Non-executive Directors

Your Company has paid sitting fees to them for attending the meeting of the Board asper the provisions of the Companies Act 2013 and the rules made there under. The Companyhowever reimburses the expenses incurred by the Non -Executive Directors to attend themeetings.

Key Managerial Personnel and other senior employees

The remuneration of KMP and other employees largely consists of basic salaryperquisites and

allowances. Perquisites and retirement benefits are paid according to the Companypolicy. The components of the total remuneration vary for different grades and aregoverned by the industry pattern qualification & experience/merits performance ofeach employee. The Company while deciding the remuneration package takes intoconsideration current employment scenario and remuneration package of the industry and itspeer group.

C. STAKEHOLDER'S RELATIONSHIP COMMITTEE BRIEF DESCRIPTION AND TERMS OF REFERENCE

The Board has delegated the powers to a committee to approve transfer/transmission ofshares considering and resolving the grievances to oversee the performance of theRegistrar & Share T ransfer Agent Oversee the implementation and compliance of theCode of Conduct adopted by the Company for prevention of Insider Trading and to attend allother matters related thereto:

COMPOSITION:

Composition of Stakeholder's Relationship Committee as on 31st March 2021:

Name of Directors Status Nature of Directorship

Number of Meetings held during the Financial Year 2020-21

Held Attended
Mr. Rahul Mohadikar Chairman Independent Director 5 5
Mr. Sandeep Jain Member Independent Director 5 3
Mr. Vijay Giradkar Member Independent Director 5 1
Mr. Ajay Lodha Previous Member Previous Independent Director 5 4

Note: - Mr. Ajay Lodha has resigned on 30.03.2021 and Mr. Vijay Giradkar was appointedas Non - Executive Director W.e.f. 30.03.2021 in the company.

D. CORPORATE SOCIAL RESPONSIBILITY ICSR) COMMITTEE

The company has not crossed the threshold limit as prescribed under section 135 of theCompanies Act 2013 hence has not been constituted the Corporate Social ResponsibilityCommittee 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. Neeta A. Jain Woman Director 29.09.2020 N.A.
3. Mr. Jayesh P. Choudhary Whole Time Director 06.06.2017 N.A.
4. Mr. Vijay K. Giradkar Independent Director 30.03.2021 N.A.
5. Mr. Sandeep Jain Independent Director 06.01.2020 N.A.
6. Mr. Ajay Lodha Independent Director 10.02.2017 30.03.2021
7. Mr. Haresh Kumar Prashad Additional Director 27.11.2018 14.06.2021
8. Mr. Rahul Mohadikar Independent Director 08.03.2019 N.A.

-Retirement by Rotation

Pursuant to provisions of the Companies Act 2013 Mrs. Neeta Ajay Jain is appointed asAdditional director w. e. f. 29.09.2020 who shall hold the office upto this ensuing AnnualGeneral Meeting and eligible for appointed as the Woman Director in the ensuing AGM withthe permission of Members of the Company. She will hold the office from the ensuing Annual

General Meeting till the conclusion of next Annual General Meeting and being eligiblefor reappointment. The Board recommends her re-appointment.

A. COMPOSITION OF KEY MANAGERIAL PERSONNEL:

The details of the Key Managerial personnel of the Company are as tabled 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. Ms. Sakshi Tiwari Chief Financial Officer 10.02.2017 N.A.

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Companyas per the provisions of Section 149 subsection (7) of the Companies Act 2013 confirmingthat they meet the criteria of independence as prescribed both under Section 149sub-section (6) of the Companies Act 2013 read with the Rule 4 of Companies (Appointmentand Qualification of Directors) Rule 2014 and the SEBI (Listing Obligations andDisclosures Requirement) Regulations 2015.

10. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Companies Act2013 during the financial year 2020-21 are placed before the Audit Committee for thereview and approval. Prior omnibus approval is obtained for related party transactionswhich are repetitive in nature. All the related party transactions entered into by thecompany with related parties during the financial year 2020-21 under review were in theordinary course of business and on an arm's length pricing Basis and the same aredisclosed in financial statements and the same were in compliance with the applicableprovisions of the Companies Act 2013 read with the relevant rules made thereunder and theListing regulations. Appropriate approvals have been taken for related party transactionsfrom the Board and Audit Committee. Members are requested to check all the related partytransactions done during the financial year 2020-21 which mentioned in the audit reportand the same are placed before the members for their confirmation. 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.

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