To, The Members,
Your Directors have pleasure in presenting the 29th Annual Report on the
affairs of your Company together with the Audited Statements of Account for the Year ended
March 31st, 2023.
(Rs. in lakhs)
FINANCIAL HIGHLIGHTS: |
|
|
Particulars |
2022-2023 |
2021-2022 |
Total Income |
2236.41 |
1562.81 |
Profit Before Finance costs, Depreciation &Taxes |
1013.08 |
1267.6 |
Less : Finance Cost |
765.69 |
756.98 |
Less : Depreciation and Amortization Expenses |
4.29 |
4.27 |
PROFIT BEFORE TAXATION |
243.10 |
506.35 |
Less: Exceptional Items |
(4.08) |
9.60 |
Tax Expenses |
(3876.36) |
137.80 |
PROFIT AFTER TAX |
(3629.19) |
358.95 |
Other Comprehensive Income/Expenses |
|
|
|
(16.32) |
- |
Total Comprehensive Income |
(3645.50) |
358.95 |
DIVIDEND
Your Directors do not recommend payment of any dividend for the year ended 31st March,
2023 with a view to improving liquidity to meet part of working capital requirement of the
Company.
PERFORMANCE REVIEW
The Operating Income of the Company is derived from a mix of dividend and securities
trading. The inventory or investments as on 31st March, 2023, comprised of
mostly Quoted scripts and few unquoted scripts and mutual funds.
The Company's total income for the year is Rs 2236.41 Lakh (Previous Year Rs. 1562.81
Lakh). The Loss for the Year is Rs 3645.50 (Previous Year Profit Rs. 358.95 Lakhs).
SHARE CAPITAL
During the year under review, the Company there was no change in authorized and paid up
capital of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors consists of 6 members of which 3 are independent Directors. The
Board also comprises of 1 woman Director
Change in designation
During the year under review, Mr. Sushil Patwari (DIN-00023980) who was liable to
retire by rotation was re-appointed as a Director of the Company and the term of Mr.
Amitava Mazumdar (DIN: 06441635) an Independent Director of the Company who had attained
the age of 75 years on 1st April, 2023 was consented to be continued at 28th
Annual General Meeting of the members of the Company held at 28th September,
2022. Ms. Shruti Murarka, Company Secretary of the Company resigned as the Company
Secretary of the Company with effect from 31st August, 2022 and owing to the resignation
of the previous Company Secretary Ms. Anita Kumari Gupta was appointed as the Company
Secretary of the Company with effect from 15th September, 2022. Ms. Anita
Kumari Gupta, Company Secretary of the Company resigned with effect from 20th
January, 2023. Mr. Shubham Ranjan Sinha was appointed as the Company Secretary of the
Company with effect from 13th February, 2023.
As per provisions of Section 152 of the Companies Act, 2013, Mr. Manish Kumar Bansal
(DIN: 01227489), is liable to retire by rotation and being eligible has offered himself
for re-appointment. The Company has received declaration from him specifying his
eligibility to be re-appointed as such. The brief resume of the Director seeking
re-appointment in the ensuing Annual General Meeting in pursuance of relevant provisions
of the Companies Act, 2013 and Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 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 for
determining qualifications, positive attributes, attributes of independence of Directors
and other related matters provided under Section 178(3) of the Companies Act, 2013 are
covered in Clause 2 of the Corporate Governance Report which forms part of this report The
statement required under Section 197 (12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in
Annexure-C' forming part of this Report.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given their declarations to the Company
that they meet the criteria of independence as laid down under Section 149(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 of Corporate Affairs
(MCA) Notification dated October 22, 2019, regarding the requirement relating
to enrollment in the Data Bank created by MCA for Independent Directors, and has been
received from all the Independent Directors. In the opinion of the Board, the Independent
Directors of the Company are persons of integrity, expertise and experience and duly
qualified to hold such positions
MANAGEMENT DISCUSSION AND ANALYSIS
As per Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Management Discussion and Analysis is annexed hereto
and marked as Annexure A.
CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule-V to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance, is
annexed 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 Regulation
34(3)(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
is annexed to the report of Corporate Governance.
All Board Members and Senior Management Personnel have affirmed compliance with the
Code of Conduct for the year 2022-23. A declaration to this effect signed by the Managing
Director & CEO of the Company is contained in this Annual Report.
The Managing Director and CFO have certified to the Board with regard to the financial
statements and other matters as required under regulation 17(8) of SEBI Listing
Regulations, 2015.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held 6 (Six) meetings during the year on May 28, 2022, June 30,
2022, August 13, 2022, September 15, 2022, November 14, 2022 and February 13, 2023. The
maximum gap between any two meetings was less than 120 days, as stipulated under SEBI's
Listing Regulations, 2015. The details of Board Meetings held and attendance of Directors
are provided in the Report on Corporate Governance forming part of this report.
BOARD EVALUATION
Evaluation of performance of all Directors is undertaken annually. The Company has
implemented a system of evaluating performance of the Board of Directors and of its
Committees and individual Directors on the basis of a structured questionnaire which
comprises evaluation criteria taking into consideration various performance related
aspects.
The Board of Directors has expressed its satisfaction with the evaluation process.
One separate meeting of Independent Directors was held during the year on February 13,
2023, which reviewed 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
quality, quantity and timeliness of flow of information between the Company management and
the Board and its members that is necessary for the board to effectively and reasonably
perform their duties.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (3)(c) of the Companies Act, 2013 and based
on the representations received from the management, your Directors state that:
(a) In the preparation of the annual Financial Statements for the year ended March 31,
2023, the applicable Accounting Standards have been followed with no material departures;
(b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the loss of
the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the annual Financial Statements on a going concern
basis;
(e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and (f) the Directors have devised proper systems to ensure compliance with the provisions
of 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 of
the Company, between 1st April,2022 and 29th May 2023 which is the
date of the report.
There were no significant and material orders passed by any regulators or courts or
tribunal impacting the going concern status and Company's operations in future.
DEPOSITS
Your Company is a non-deposit taking Company (NBFC-ND-SI). The Company has not accepted
any deposit within 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 the date of Balance Sheet. The Company has passed a Board Resolution for non-acceptance
of deposits from public.
RBI GUIDELINES
Reserve Bank of India (RBI) granted the Certificate of Registration to the Company in
September 2008 vide Registration No.: N-05.06774, to commence the business of a
Non-Banking Financial Institution without accepting deposits. Your Company is a
Systemically Important Non-Banking Financial Company (NBFC-ND-SI). The Company has
complied with and continues to comply with all the applicable regulations and directions
of the RBI.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy,
for its Directors and Employees, to provide a framework to facilitate responsible and
secure reporting of concerns of unethical behavior, actual or suspected fraud or violation
of the Company's Code of Conduct & Ethics. The details of establishment of Vigil
Mechanism / Whistle Blower Policy are posted on the website of the Company.
DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an internal complaints committee which has been set up to
redress complaints regarding Sexual Harassment of women at workplace. The following is the
summary 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 COMPANIES
ACT, 2013
Your Company being a Non-Banking Finance Company, whose main objective is investment in
securities and the provisions of section 186(11) (b) of the Companies Act, 2013 are not
applicable. It may kindly be noted that the Members of the Company has passed special
resolution in the Annual General Meeting dated 10th September, 2014 for making
loans and investments for an amount not exceeding Rs. 500 Crores only. The investments of
the Company are well within the sanctioned limits till date.
STATUTORY AUDITORS
At the 25thAnnual General Meeting held on 27th September, 2019,
M/s. Das & Prasad,(FRN 303054E), Chartered Accountants, Kolkata were appointed as the
Statutory Auditors for a period of 5 years from the conclusion of 25th Annual
General Meeting till the conclusion of 30th Annual General Meeting to be held
in the year 2024.
AUDITORS' REPORT
The Auditors' Report does not contain any qualification, reservation or adverse remark
on the Financial Statements for the year ended March 31, 2023. The statements made by the
Auditors in their Report are self- explanatory and do not call for any further comments.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
there-under, the Company has appointed M/s. Vivek Mishra& Co., a firm of Company
Secretaries (CP No. 17218) to undertake the Secretarial Audit of the Company. The same is
attached as Annexure D and forms an integral part of this report.
Pursuant to amendments under SEBI Listing Regulations, 2015 and SEBI circular dated 8
February 2019, a certificate on secretarial compliance report as required under regulation
24A is being submitted to stock exchanges as obtained from him for the year 2022-23.
The said Reports does not contain any qualification, reservation or adverse remarks or
disclaimer by the Secretarial Auditor.
On Board Meeting held on 29.05.2023 the Board has appointed M/s. Vivek Mishra & Co.
(CP No. 17218), a firm of Practicing Company Secretaries as Secretarial Auditor of the
Company for the year 2023-2024.
ANNUAL RETURN EXTRACT
Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, the draft Annual
Return as on March 31, 2023 in e-form MGT- 7 is available on the Company's website at the
link https://nagreeka.com/nagreeka-capital-infrastructure-ltd-investor-relations/ The
final version of the Annual Return will be uploaded on the Company's website after the
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 there
under relating to conservation of energy, technology absorption do not apply to your
Company as it is not a manufacturing Company. However, your Company has been increasingly
using information technology in its operations and promotes conservation of resources.
During the year under review, there has been no foreign exchange earnings or
expenditure in the Company.
PARTICULARS OF EMPLOYEES
The information of employees and managerial remuneration, as required under Section
197(2) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, and other details are annexed herewith and forms part of this
Report. (Annexure C)
SECRETARIAL STANDARDS
Pursuant to the approval given in 10 April, 2015 by the Central Government to the
Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI),
the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) came into effect from 1st July 2015. The said standards were
amended with effect from 1st October 2017, the Company is in compliance with
the same.
RISK MANAGEMENT
The Company has an approved Risk Management policy by the Board. Risk Evaluation and
Management is ongoing process within the organization and is periodically reviewed by the
Board of Directors.
RELATED PARTY TRANSACTIONS
The revised policy on materiality of RPTs and also on dealing with RPTs has been
formulated by the Board at its meeting and amended on 14th February, 2019. The
said Policy was further amended, inter alia, stipulating the threshold limits on 12th
February, 2022 and the same is placed on the Company's website.
All transactions entered into with Related Parties as defined under the Companies Act,
2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, during the year were in the ordinary course of business and on an
arms-length basis and disclosures are being submitted to stock exchanges within the
prescribed time limit and are being published on the Company's website. There were no
material significant related party transactions made by the Company with promoters,
directors, key managerial personnel or other designated persons which may have a potential
conflict with the interest of the Company at large and thus Form AOC-2 is not applicable
to the Company.
Audit Committee reviews and approves all the related party transactions and based
thereon final approval of the Board is obtained.
OTHER STATUTORY DISCLOSURES
Neither any application was made, nor any proceeding is pending under the insolvency
and Bankruptcy Code, 2016 against the Company.
During FY2023, there was no instance of one-time settlement with Banks or Financial
institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons
of difference in the valuation at the time of one-time settlement and valuation done while
taking loan from the Banks or Financial institutions are not reported.
ACKNOWLEDGEMENT
Your Directors acknowledge various agencies of the Central and State Government(s) for
their support and Co-operation. Your Directors are also thankful to all stakeholders
including customers, bankers and suppliers for their continued assistance, cooperation and
support. Your Directors wish to place on record their sincere appreciation of all
employees for their commitment and contribution to the Company.
|
For and on behalf of Board of Directors |
Place: Kolkata |
Sushil Patwari |
Date: 29.05.2023 |
Chairman 00023980 |