To the Members,
Nagarjuna Agri-Tech Limited,
Hyderabad, Telangana, India
The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company') along with the audited "Financial statement for the "Fiscal Year ended March 31,2024.
1. Financial summary/highlights:
The performance during the period ended 31st March, 2024 has been as under:
(Amount In Rs.)
Particulars
Turnover/Income (Gross)
Other Income
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense
Less: Depreciation/ Amortization/ Impairment
Profit /loss before Finance Costs, Exceptional items and Tax Expense
Less: Finance Costs
Profit /loss before Exceptional items and Tax Expense
Add/(less): Exceptional items
Profit /loss before Tax Expense
Less: Tax Expense (Current & Deferred)
Profit /loss for the year (1)
Total Comprehensive Income/loss (2)
Total (1+2)
Balance of profit /loss for earlier years
Less: Transfer to Debenture Redemption Reserve
Less: Transfer to Reserves
Less: Dividend paid on Equity Shares
Less: Dividend paid on Preference Shares
Less: Dividend Distribution Tax
Balance carried forward
2. Overview & State of The Company's Affairs:
During the year under review, the Company has recorded an income of Rs. 2,73,92,030/- and profit of Rs. 3,78,04,937/- as against the income of Rs. 2,64,49,954 and Loss of Rs.16,88,239/- in the previous financial year ending 31.03.2023. The Company is looking forward for good profit margins in near future.
3. Dividend:
Keeping the Company's growth plans in mind, your directors have decided not to recommend dividend for the year.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.
5. Material changes & commitment affecting the financial position of the company:
There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.
6. Significant & material orders passed by the regulators or courts or tribunals:
No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and company's operations in future.
7. Transfer of un-claimed dividend to Investor Education and Protection:
There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and Education and Protection Fund for the financial year ended 31st March 2024.
8. Details of utilization of funds:
During the year under review, the Bank has not raised any funds through Preferential Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
9. Details of Nodal Officer:
The Company has designated Dr. K V L N Raju as a Nodal Officer for the purpose of IEPF.
10. Revision of financial statements:
There was no revision of the financial statements for the year under review.
11. Change in the nature of business, if any:
During the period under review and the date of Board's Report there was no change in the nature of Business.
12. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March 31, 2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.
13. Criteria for determining qualifications, positive attributes and independence of a director:
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:
Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as prescribed in the Act the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.
Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations.
14. Training of Independent Directors:
Your Company's Independent Directors are highly qualified and have
been associated with corporate and business organizations. They understand Company's business and activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the Board has shown all the Independent Directors Company's business and Floriculture activities and were also introduced to Company's staff.
15. Independent director's familiarization programmes:
The familiarization program aims to provide the Independent Directors with the scenario within the Floriculture Activities, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company's familiarization programme for Independent Directors is hosted on your Company's website and its web link is www.nagarjunaagritech.com
16. Mechanism for Evaluation of the Board:
Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee, adopted Board Evaluation Policy to comply with the various provisions of the Act, the Listing Regulations and the SEBI circular dated January 5, 2017 which provides further clarity on the process of Board Evaluation ("SEBI Guidance Note") and SEBI circular dated February 5, 2019.
i. Evaluation of IDs, in their absence, by the entire Board was undertaken, based on their performance and fulfilment of the independence criteria prescribed under the Act and SEBI Listing Regulations; and
ii. Evaluation of the Board of Directors, its Committees and individual Directors, including the role of the Board Chairman.
An IDs' meeting, in accordance with the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations, was convened on February 13, 2024, mainly to review the performance of Independent Directors and the Chairman & Managing Director as also the Board as a whole. All IDs were present at the said meeting.
The above evaluation was done keeping in view the following factors:
(i) Board: Composition, responsibilities, stakeholder value and responsibility, Board development, diversity, governance, leadership, directions, strategic input, etc.
(ii) Executive Directors: Skill, knowledge, performance, compliances, ethical standards, risk mitigation, sustainability, strategy formulation and execution, financial planning & performance, managing human relations, appropriate succession plan, external relations including CSR, community involvement and image building, etc.
(iii) Independent Directors: Participation, managing relationship, ethics and integrity, Objectivity, brining independent judgment, time devotion, protecting interest of minority shareholders, domain knowledge contribution, etc.
(iv) Chairman: Managing relationships, commitment, leadership effectiveness, promotion of training and development of directors etc.
(v) Committees: Terms of reference, participation of members, responsibility delegated, functions and duties, objectives alignment with company strategy, composition of committee, committee meetings and procedures, management relations.
Performance evaluation was done on the scale of 1 to 5, 1 being very poor
and 5 being outstanding. The outcome of performance evaluation is given
below:
Categories
Board as a whole
Individual Directors
Dr. K.V.L.N Raju
Mr. N.Mahender Reddy
Mr. Soma Raju Kallepalli
Mr.Viswanadha Raju Namburi
Mrs. Rama Devi Numburi
Audit Committee
Stakeholder Relationship Committee
Nomination & Remuneration Committee
Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:
Observations of Board evaluation carried out for the year
Previous year's observations and actions taken
Proposed actions based on current year observations
17. Composition of Board of Directors:
The composition of the Board of Directors of the company is an appropriate combination of executive and non-executive Directors with right element of independence. As on March 31, 2024, the Company's Board comprised of five Directors, One promoter Director. In addition, there are two independent Directors and two non -executive directors on the Board including one woman Director. In terms of Regulation 17(1) (b) of SEBI (LODR) Regulations, 2015 and section 149 of Companies Act 2013, the company is required to have one half of total Directors as independent Directors. The non-executive Directors are appointed or reappointed based on the recommendation of the Nomination & Remuneration Committee which considers their overall experience, expertise and industry knowledge. One third of the non-executive Directors other than independent Directors, are liable to retire by rotation every year and are eligible for reappointment, subject to approval by the shareholders.
18. Number of Board Meetings:
During the year, Four (4) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meetings for the period under review are 30.05.2023, , 14.08.2023, 26.10.2023 and 13.02.2024.
A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule VI of the Companies Act, 2013 and Regulation 25 of the Listing Regulations was held on 13.02.2024.
19. Attendance of Board Meetings:
Name
Mr. K.V.L.N Raju
Mr. K. Soma Raju
Mr. N Viswanatha Raju
Mr. K Ravindra
20. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved by the Board of Directors.
21. Committees of the Board:
In compliance with the provisions of Sections 177, 178 of the Act, the Board constituted, Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship committee and Risk Management Committee. The details of composition of the Committees, their meeting and attendance of the members are:
22. Audit Committee: Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.
A. Brief Description of Terms of Reference: - Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.
i. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
ii. Recommending the appointment and removal of External Auditors, fixation of audit fee and approval for payment for any other services;
iii. Review and monitor the auditor's independence and performance, and effectiveness of audit process.
iv. Approval of payment to statutory auditors for any other services rendered by them.
v. Review with the management and statutory auditors of the annual financial statements before submission to the Board with particular reference to:
(a) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by management;
(d) Significant adjustments made in the financial statements arising out of audit findings;
(e) Compliance with listing and other legal requirements relating to financial statements
(f) Disclosure of any related party transactions;
(g) Modified opinion(s) in the draft audit report;
vi. Review of the quarterly and half yearly financial results with the management and the statutory auditors;
vii. Examination of the financial statement and the auditors' report thereon;
viii. Review and monitor statutory auditor's independence and performance and effectiveness of audit process;
ix. Approval or any subsequent modification of transactions with related parties;
x. Scrutiny of inter-corporate loans and investments;
xi. Review of valuation of undertakings or assets of the company wherever it is necessary;
xii. Evaluation of internal financial controls and risk management systems;
xiii. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems;
xiv. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;
xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
xvi. Consideration of the reports of the internal auditors and discussion about their findings with the management and suggesting corrective actions wherever necessary;
xvii. Look into the reasons for any substantial defaults in payment to the depositors, debenture-holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;
xviii. Review the functioning of the whistle blower mechanism;
xix. Review and monitor the end use of funds raised through public offers and related matters;
xx. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
xxi. Frame and review policies in relation to implementation of the Code of Conduct for Prevention of Insider Trading and supervise its implementation under the overall supervision of the Board;
xxii. Discharge such duties and functions as indicated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the rules made thereunder from time to time.
Review of the following information:
• management discussion and analysis of financial condition and results of operations;
• statement of significant related party transactions (as defined by the audit committee), submitted by management;
• management letters / letters of internal control weaknesses issued by the statutory auditors;
• internal audit reports relating to internal control weaknesses;
• The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
• Statement of deviations as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).
• Annual statement of funds utilized for purposes other than those stated in the offer document /prospectus / notice in terms of Regulation 32(7).
• The Audit Committee of the listed holding company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary company.
• Carrying out any other function as may be referred to the Committee by the Board.
• Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.
B. Internal Audit
The Company has adequate internal control and Internal Audit system commensurate with its size and nature of its business. The Internal Audit Plan is approved by the Audit Committee and the Internal Auditors directly present their report to the Audit Committee for their consideration.
C. Composition, Meetings & Attendance:
The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All members of the Committee are financially literate, with Mr. K. Soma Raju, as Chairman of the Committee, having the relevant accounting and financial management expertise.
The composition of the Audit Committee and the details of the meetings attended by it members during the financial year ended 31st March 2024 are as under:
The Audit Committee met 4 times during the financial year 2023-24 and the gap between any two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings held were: 30.05.2023, 14.08.2023, 26.10.2023 and 13.02.2024. Requisite quorum was present at the above Meetings.
All the recommendations of the Audit Committee have been accepted by the Board of Directors.
During the year, the Audit Committee inter alia reviewed key audit findings covering Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks affecting the Company which were presented to the Committee. The Chairman of the Audit Committee briefed the Board members on the significant discussions which took place at Audit Committee Meetings.
The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on 22 September, 2023.
23. Nomination and remuneration committee: The Nomination and Remuneration Committee (‘NRC') functions in accordance with Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter adopted by the Board. The terms of reference of the NRC includes:
• Recommend to the Board the setup and composition of the Board, including formulation of the criteria for determining qualifications, positive attributes and independence of a director.
• Periodical review of composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.
• Support the Board in matters related to the setup, review and refresh of the Committees.
• Devise a policy on Board diversity.
• Recommend to the Board the appointment or reappointment of Directors.
• Recommend to the Board how the Company will vote on resolutionns for appointment of Directors on the Boards of its material subsidiaries.
• Recommend to the Board, the appointment of Key Managerial Personnel (KMP) and executive team members.
• Carry out the evaluation of every Director's performance and support the Board and Independent Directors in the evaluation of the performance of the Board, its Committees and individual Directors, including formulation of criteria for evaluation of Independent Directors and the Board.
• Oversee the performance review process for the KMP and executive team with the view that there is an appropriate cascading of goals and targets across the Company.
• Recommend the Remuneration Policy for the Directors, KMP, executive team and other employees.
• On an annual basis, recommend to the Board the remuneration payable to Directors, KMP and executive team of the Company.
• Review matters related to remuneration and benefits payablee upon retirement and severance to MD/EDs, KMP and executive team.
• Review matters related to voluntary retirement and early separation schemes for the Company.
• Provide guidelines for remuneration of Directors on material subsidiaries.
• Recommend to the Board how the Company will vote on resolutions for remuneration of Directors on the Boards of its material subsidiaries.
• Assist the Board in fulfilling its corporate governance responsibilities relating to remuneration of the Board, KMP and executive team members.
• Oversee familiarisation programmes for Directors.
• Review HR and People strategy and its alignment with the business strategy periodically, or when a change is made to either.
• Review the efficacy of HR practices, including those for leadership development, rewards and recognition, talent management and succession planning.
• Perform other activities related to the charter as requested by the Board from time to time.
B. Composition of the committee, meetings and attendance during the year:
There were One (1) Nomination and Remuneration Committee Meetings held during the financial year 2023-24 on 14.02.2024.
24. Stakeholder's relationship committee: Terms of reference of the committee comprise of various matters provided under Regulation 20 of the Listing Regulations and section 178 of the Act, 2013 which inter-alia include:
• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, nonreceipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
• Proactively communicate and engage with stockholders including engaging with the institutional shareholders at least once a year along with members of the Committee/Board/ KMPs, as may be required and identifying actionable points for implementation.
• Review of measures taken for effective exercise of voting rights by shareholders.
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.
The Committee comprises of 3 Directors out of which 2 are independent. In the financial year 2023-24, 4 meetings of the Committee were held on 30.05.2023, 14.08.2023, 26.10.2023 and 13.02.2024. Composition of committees and member's attendance at the meetings during the year are as under:
No investor grievance complaints received during the financial year 2023-24
25. Risk Management Committee: -
The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors. However, to further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors voluntarily constituted a Board level Risk Management Committee (RMC).
A.) Composition:
The Details of composition of the Committee are given below:
Role and responsibilities of the committee includes the following:
• Framing of Risk Management Plan and Policy.
• Overseeing implementation of Risk Management Plan and Policy.
• Monitoring of Risk Management Plan and Policy.
• Validating the process of risk management.
• Validating the procedure for Risk minimisation.
• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.
• Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.
• Sustaining operations in lock down conditions without disruption etc.
• water scarcity for operational requirements.
26. Information supplied to the board:
The Board has complete access to all information of the Company and is regularly provided advanced detailed information as a part of the agenda papers or is tabled therein. In addition, detailed quarterly performance report by the Managing Director is presented in the quarterly Board meeting, encompassing all facets of the Company's operations during the quarter, including update of key projects, outlook and matters relating to environment, health & safety, corporate social responsibility etc. The following information is provided to the Board as a part of the agenda papers:
• Annual and Quarterly financial statements for the Company and the Accounting Policy.
• Minutes of the meetings of the Audit Committee and other Committees of the Board.
• Annual business plan.
• Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary, whenever required
• Expansion projects and its status monitoring.
• Fatal or serious accidents, injuries or any material environmental problems, if any
• Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company, if any
• Significant labour problems and their proposed solutions, whenever necessary.
• Any significant development in human resources / industrial relations including long-term wage agreement, major voluntary retirement scheme, etc.
• Quarterly details of foreign exchange exposures and the steps taken by the management to limit the risks of adverse exchange rate movement, if material Quarterly disclosure of all the investments made.
• Material non-compliance of any regulatory, statutory nature or listing requirements and shareholders service, such as non-payment of dividend, delay in share transfer and others, if any
• Quarterly review of compliance status under various laws applicable to the Company.
• Substantial non-payment of goods sold by the Company except disputes.
• Related Party Transactions, if they are not at arm's length and in the ordinary course of business.
• Half-yearly summary of bank guarantees issued.
• All other matters required to be placed before the Board for its review / information / approval under the statutes, including SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
27. Vigil Mechanism/Whistle Blower Policy:
The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company has a vigil mechanism to deal with fraud and mismanagement, if any. The policy is on the website of the Company.
The policy provides for adequate safeguards against the victimisation of eth employees who use the vigil mechanism. The vigil mechanism is overseen by the audit Committee.
28. Directors and key managerial personnel:
As on date of this report, the Company has five Directors, out of those two are Independent Directors.
a) Re-Appointment of Directors of the Company:
Pursuant to provisions of Section 152 of the Companies Act, 2013 read
with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Viswanadha Raju Namburi (DIN 00119584) is liable to retire by rotation at the ensuing 36th Annual General Meeting and being.
b) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2023-24
• Mr. Venkatalakshmi Narasimha Raju Kosuri, Managing Director.
• Mr. Sitapathi Raju Kosuri, Chief Financial officer
• Ms. Chandni Vardani, Company Secretary & Compliance Officer
29. Statutory Auditors & their Reports:
M/s. S M V & Co., Chartered Accountants, bearing Registration No. 015630S have been appointed on the recommendation of Audit Committee and Board of Director's (in conformity with the provisions of Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (includes amendments thereto), as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 36th AGM (for 203-24) till the conclusion of the 40th AGM (for 2029-30). The Auditors' Reports for the financial year 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer.
The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the IcAi.
30. Internal auditors:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis.
Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.
31. Secretarial Auditors & their Reports:
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Chakravarthy & Associates, Practicing Company Secretary (C.P No.22563) the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2024
The Secretarial Audit was carried out by M/s. Chakravarthy & Associates, Practicing Company Secretary (C.P No.22563) for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith and forms integral part of this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
32. Corporate governance:
Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.
33. No Frauds reported by statutory auditors
During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
34. Conservation of energy, technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: 1.03 Cr.
2. Foreign Exchange Outgo: NIL
35. Information about the financial performance / financial position of the subsidiaries / associates:
The company does not have any subsidiaries/Associate companies.
36. Names of the companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:
During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate Company.
37. Disclosure of adequacy of internal financial controls:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.
During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.
38. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.
39. Prevention of Insider Trading Regulations:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Conduct for Prevention of Insider Trading (‘Insider Trading Code') and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI).
The Code of Practices and Procedures for fair disclosure of UPSI is available on the website at the following link: www.nagarjunaagritech.com
40. Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company's website URL: www.nagarjunaagritech.com
41. Authorised and paid up capital of the company:
The authorized capital of the company stands at Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each and the company's paid up capital is Rs. 9,36,91,000/- divided into 93,69,100 equity shares of Rs. 10/- each.
42. Declaration of independence:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board of Directors and Committee(s).
43. Policy on Directors appointment and Remuneration and other details:
The Board Governance, Nomination & Compensation Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website at www.nagarjunaagritech.com.
We affirm that the remuneration paid to Directors is in accordance with the remuneration policy of the Company.
44. Director's Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: -
a) in the preparation of the annual accounts for the financial year ended 31 March 2024, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;
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 your Company as on 31st March 2024 and of the profit and loss of the Company for the financial year ended 31st March 2024;
c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.
45. Corporate social responsibility policy:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
46. Insurance:
The properties and assets of your Company are adequately insured.
47. Particulars of loans, guarantees:
The Company has not availed any facilities of Credit and Guarantee.
48. Statutory compliance:
49. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.
50. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
51. Declaration by the Company
None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with
Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.
52. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management.
53. Related Party Transactions:
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially 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.
In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arm's length basis and in the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is is annexed herewith as Annexure- D to this report.
54. Failure to implement corporate actions:
During the year under review, no corporate actions were done by the Company.
55. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.
56. Non-executive directors' compensation and disclosures:
57. Industry based disclosures as mandated by the respective laws governing the company:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
58. Prevention of sexual harassment at workplace:
The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC") has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.
During the financial year ended March 31, 2024, no complaints pertaining to sexual harassment have been received.
59. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 36th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.
60. Other Disclosures:
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
61. Appreciation & acknowledgement:
Your directors place on records their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.
Your directors also wish to place on record their appreciation of business constituents, banks and other "financial institutions and shareholders of the Company like SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and State Bank of India etc. for their continued support for the growth of the Company.
CERTIFICATE OF CODE OF CONDUCT FOR THE YEAR 2023-24
This is to confirm that the Company has obtained from all the Members of the Board and Senior Management personnel affirmation that they have complied with the Code of Conduct for Directors and senior management personnel as required under Regulation 26(3) of the Listing Regulations for the FY 2023-24.
Form No. MR-3 Secretarial Audit Report For The Financial Year Ended March 31,2024
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014] To,
The Members
Nagarjuna Agri-Tech Limited
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Nagarjuna Agri-Tech Limited (hereinafter called "the Company"). Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's Books, Papers, Minutes Books, Forms and Returns filed and other Records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the financial year commencing from 1st April, 2023 and ended 31st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made herein after:
1. I have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st of March, 2024 according to the provisions of:
a) The Companies Act, 2013 (the Act) and the rules made there under;
b) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
c) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment (FDI), Overseas Direct Investment and External Commercial Borrowings;
d) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the Rules made there under;
2. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Complied with yearly and event based disclosures, wherever applicable.
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and Amended Regulations 2018; The Company has framed code of conduct for regulating & reporting trading by insiders and for fair disclosure and displayed the same on the Company's website i.e. www.nagarjunaagritech.com
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018- Not Applicable as there was no reportable event during the financial year under review;
d. The Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) Regulations, 2021: Not Applicable as the Company has not issued any debt securities during the year under review.
e. The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client; Not Applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the year under review.
f. Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable as the company has not delisted/ proposed to delist its equity shares during the year under review.
g. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 : Not Applicable as the Company has not bought back/ proposed to buy-back any of its securities during the year under review.
h. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not Applicable as the Company has not issued any Employee Stock Options during the year under review.
i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
j. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018
3. I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test-check basis, the Company has complied with the following laws applicable specifically to the Company:-
a. Securities and Exchange Board of India Act, 1992 & Circulars, Master Circulars and Regulations issued by SEBI and applicable to the Company.
b. Securities Contracts (Regulation) (Stock Exchanges & Clearing Corporations) Regulations 2018.
I have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.
4. I, further report that:
a. The company has a Company Secretary namely Ms. Chandni Vardani
b. The Company has the internal auditors namely Mr. Mr.Shaik Mujeeb.
c. The Company has the Chief Financial officer namely Mr. Sitapathi Raju Kosuri.
5. During the year the Company has conducted 4 meetings of the Board of Directors, 4 meetings of the Audit committee, 4 Meetings of Stakeholder Relationship Committee and Meetings of 1 Nomination & Remuneration Committee and 1 meeting of Independent Directors. We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company secretaries of India.
a) As per the information and explanations provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we report that
(i) the provisions of the Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of:
• External Commercial Borrowings were not attracted to the Company under the financial year under report;
• Foreign Direct Investment (FDI) was not attracted to the Company under the financial year under report;
• Overseas Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiary abroad was not attracted to the Company under the financial year under report.
(ii) As per the information and explanations provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we report that the Company has not made any GDRs/ADRs or any Commercial Instrument under the financial year under report.
6. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
7. Adequate notice of board meeting is given to all the Directors along with agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and meaningful participation at the meeting.
8. As per the minutes of the meeting duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.
9. I, further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
10. I further report that during the year under report, the Company has not undertaken event/action having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.
To
The Members of
Nagarjuna Agri Tech Limited
Hyderabad
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have relied on the reports given by the concerned professionals in verifying the correctness and appropriateness of financial records and books of accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.