To,
The Members,
Nirman Agri Genetics Limited.
Your Directors have pleasure in presenting their 3rd Annual Report together with the Audited financial statements of your Company for the year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
a. Current Tax
2. REVIEW OF PERFOMANCE
Your Company's performance during the year under review has been record high and highest ever in the history of the Company, Your directors are of the view that company has signaled good progress and will continue to access the path of success in succeeding financial years.
During the Year under review, Your Company has recorded a turnover of Rs. 6,333.72 Lakhs as compared to turnover of Rs. 2860.80 Lakhs during the previous financial year. The company registered the PAT (Profit after Tax) of Rs. 1,040.46 Lakhs, as compared to Rs. 400.54 Lakhs, during the previous financial year.
During the year, the Company registered an increase in net Profit before tax (PBT) by 156.88% amounting to Rs 1,093.77 Lakhs in the financial year 2023-24 as compared to Rs. 425.79 Lakhs in financial year 2022-23. The financial result as reflected in the Profit and loss account of the Company is self-explanatory.
3. SHARE CAPITAL
The issued, subscribed and paid-up share capital of the Company stood at Rs. 5,96,08,000/- as on March 31, 2024 comprising of 59,60,800 Equity Shares of Rs.10/- each fully paid up.
* The Authorised share capital of the Company is increased to Rs. 15,00,00,000/- comprising of 1,50,00,000 Equity Shares of Rs.10/- each fully paid up by resolution of members in Annual General Meeting dated September 30, 2023.
Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.
4. DIVIDEND
In view of the need to provide for further growth and building up of the financial health of the Company, your directors do not recommend any dividend for the year ended March 31, 2024.
5. CHANGE IN REGISTERED OFFICE
During the year under review, the Company has not changed its Registered O ce.
6. CHANGE OF NAME OF COMPANY
During the year under review, Company has not changed its name.
7. CHANGE IN NATURE OF BUSINESS
During the financial year under review, there has been no change in business of the Company.
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, con rm that
a) In the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;
b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year and of the Profit of the Company for that year;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the financial year under review, the Company was not required to transfer any funds to the Investor Education and Protection Fund as per the provisions of Section 125 of the Act.
10. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34(2)(e) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of a airs of the Company's operations forms part of this Annual Report.
11. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered into with the related parties during the year under review were in the ordinary course of business and on an arm's length basis. All the related party transactions are part of the notes to accounts of the financial statements for F.Y. 2023-24. There was no material related party transaction i.e. transactions exceeding 10% of the annual turnover as per the last audited financial statements.
Further, your company has not entered into any material Related Party Transactions during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC- 2 is not applicable to the Company for the financial year 2023-24.
12. SUBSIDIARY
As on date the company does not have any subsidiary company as defined under clause (87) of section 2 of the Companies Act, 2013 and hence a statement containing salient features of financial Statement of subsidiaries in prescribed format AOC-1 is not applicable.
13. CONSOLIDATED FINANCIAL STATEMENT
As on date the company does not have any subsidiary or associate company as de ned under clause (87) of section 2 and clause (6) of section 2 of the Companies Act, 2013 so there is no requirement to prepare consolidated financial statements as per section 129(3) of the Companies Act, 2013.
14. CORPORATE GOVERNANCE REPORT
The disclosure requirements as required under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, are not applicable to the Company pursuant to Regulation 15(2), since the company is listed on the SME Exchange.
15. LOANS, GUARANTEE AND INVESTMENT
Particulars of loans and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to Financial Accounts, which forms part of the Annual Report. The Company has not extended the corporate guarantee on behalf of any other Company during the year under review.
16. PUBLIC DEPOSIT
Your Company has not accepted any deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
17. CONSERVATION OF ENERGY
The operations of the Company are not energy intensive. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken. The company makes all the e orts towards conservation of energy, protection of environment and ensuring safety. The Company has not absorbed any technology.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the Company has following personnel as the Key Managerial Personnel (KMP) pursuant to the provisions of Section 203 of the Companies Act, 2013:
Mr. Pranav Kailas Bagal -
Managing Director
Mr. Sandipan Baburao Bhawar -
Chief Financial O cer
Mr. Kamlesh Yadav -
Company Secretary (upto April 21, 2023)
Mr. Sumitkumar Hareshbhai Patel -
Company Secretary (w.e.f April 25, 2023 to December 30,2023)
Mrs. Khushbu Kushan Shah -
Company Secretary (w.e.f. January 1, 2024)
19. DISCLOSURE BY INDEPENDENT DIRECTORS
All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.
The Board has reviewed integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year; and The Board has confirmed that the independent directors fulfill the conditions specified in the SEBI Listing Regulations and are independent of the management.
20. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of Directors individually through internally developed questionnaire on performance evaluation.
The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.
The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Non-Executive Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
21. MEETING OF THE BOARD OF DIRECTORS
Composition of the Board of Directors of the Company is in conformity with the requirements of Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review, a total of 13 (Thirteen) Board Meetings were convened and held:
Sr. No. Date of Meeting
The Board meets at regular intervals to discuss on Company's Business policy/strategy apart from other business of the Board.
22. AUDIT COMMITTEE
The detailed composition of the members of the Audit Committee at present is given below:
Name
All the members possess sound accounting and financial management knowledge. During the period under review,total6(Six)Audit Committee Meetings were held:
Attendance for Audit Committee Meeting:
23. NOMINATION & REMUNERATION COMMITTEE
During the period under review, total 3 (Three) Nomination and Remuneration Committee Meetings were held:
Attendance of Nomination & Remuneration Committee Meeting:
24. STAKEHOLDER RELATION COMMITEE
The detailed composition of the members of the Stakeholders Relationship Committee at present is given below:
During the period under review, total 4 (Four) Stakeholders Relationship Committee Meetings were held:
Attendance of Stakeholder Relationship Committee Meeting:
25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the financial year under review, the provisions related to CSR were not applicable to the Company as it does not exceed any limits provided under section 135(1) in immediately preceding financial year i.e. F.Y. 2023-24.
26. RISK MANAGEMENT
The management continuously assess the risk involved in the business and all e orts are made to mitigate the risk with appropriate action. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.
27. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year i.e. 31st March 2024, to which the financial statements relate and the date of this report.
28. EMPLOYEE
The particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report and forms part of this report.
Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors' Report for the year ended 31st March, 2024 is given in a separate annexure to this report. The said annexure is not being sent along with this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013.
29. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS
In accordance with the provisions of Section 134 and Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated nomination and remuneration policy to provide a framework for remuneration of members of the Board and Senior Management Personnel of the Company.
No changes were made in nomination and remuneration policy during the financial year under review.
The NRC Policy can be accessed on the website of the Company at www.nirmanagrigen.com.
30. CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY
During the financial year under review, the provisions related to CSR were not applicable to the Company as it does not exceed any limits provided under section 135(1) in immediately preceding financial year. So there is no requirement to formulate the CSR Policy.
31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted a whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's code of conduct. The policy provides direct access to the chairman of the audit committee to the whistleblowers. No one was denied access to the same.
32. AUDITORS AND AUDITORS REPORT
Statutory Auditors
M/s. Devendra C Belan and Associates, Chartered Accountants having (FRN: 126495W) were appointed as Statutory Auditors of the Company in the AGM held on 30TH September, 2023 for F.Y. 2023-24 to FY 2027-28 to hold the office from the conclusion of 3rd AGM of the Company till the conclusion of 8th
Annual General Meeting.
The Statutory Auditors have given an unmodified opinion on the audited financial statements (standalone) of the Company for the financial year ended March 31, 2024, which forms part of this annual report. The Statutory Auditors have given no qualification, reservation or adverse remark or disclaimer in its report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Deepti & Associates, Practicing Company Secretaries, Delhi to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Report of the Secretarial Audit is annexed to the report.
The Management responses to the Secretarial Auditors Observations in the Audit Report are as follows:
Delay of One day in Comply with Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for F.Y. 2022-23 for which fine imposed by National Stock Exchange of India Limited on October 30, 2023.
Management Response: There was an unintentional delay of one day and the Company has led the same on the next date.
The Company is listed on NSE Emerge Platform on March 28, 2023 but the Application to rectify the status of the Company as “Listed” to Ministry of Corporate Affairs is not made as on date of this report. Further the Company has made an application to the respective authority which is under process.
Management Response: The Company has made an application to the respective authority for the said changes.
33. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
No such order was passed by any of the authorities, which impacts the going concern status and company's operations in future.
34. EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on 31st March, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link: https://nirmanagrigen.com//MGT/Doc/NAGL_MGT%209_2023-24.pdf
35. VIGIL MECHANASIM
The Company has a ‘Vigil Mechanism Policy' and ‘Whistle Blower Policy' and ‘Code of Conduct' for the directors & employees of the Company as required under the provisions of Sec. 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its powers) Rules, 2014 to deal with instances of fraud and mismanagement, to enable Directors, employees and all the stakeholder's of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons
Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism. The vigil mechanism is implemented through Company's whistle blower policy adopted by the Board of Directors and the same is hosted on the Company www.nirmanagrigen.com.
36. SECRETARIAL STANDARDS
The Board have ensured compliance with the provisions of the applicable Secretarial Standards to the best of their knowledge.
37. BUSINESS RESPONSIBILITY REPORT (BRR)
The Business Responsibility Report as required under Regulation 34(2) (f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, is not applicable on the company for the Financial Year ended March 31, 2024 as it is not mandatory for the entities which have listed their specified securities on the SME Exchange.
38. COMPANY RELATIONS
The company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the company.
39. INTERNAL CONTROL SYSTEMS
Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.
In accordance with the requirements of Section 143(3) (i) of the Companies Act, 2013, the Statutory
Auditors have confirmed the adequacy and operating effectiveness of the internal financial control systems over financial reporting.
40. FRAUD REPORTING
During the year, no instances of fraud whether actual, suspected or alleged was reported by the auditors of the company, in their respective audit reports, pursuant to Section 143(12) of the Companies Act, 2013 to the Board of Directors.
41. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, on probation, contractual, temporary, and employees on third party payroll) are covered under this Policy. During the year under review, No complaint with allegations of sexual harassment was led during the year under review under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and as of 31st March, 2024, no complaint was pending.
42. CAUTIONARY STATEMENT
Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward-looking statements within the meaning of applicable laws and regulations.
Although the expectations are based on reasonable assumptions, the actual results might differ.
43. ACKNOWLEDGEMENT
The Board of Directors place on record their sincere appreciation for the dedicated and sincere e orts of the employees of the Company for their unstinted support throughout the year. The Board is also thankful to all its stakeholders including Bankers, Investors, members, customers, consultants, vendors, contractors etc. for their continued support and confidence reposed in the Company and look forward to to continue fruitful association with all business partners of the company.
For Nirman Agri Genetics Limited