Dear Members,
The Directors have pleasure in presenting their Integrated Annual Report of Narmada
Agrobase Limited
("the Company") along with Audited Annual Financial Statements for the Financial
Year ended on 31st
March 2024. Further, in compliance with the Companies Act, 2013 the Company has made
all requisite
disclosure in the Board's Report with the objective of accountability and transparency in
its operations and
to make you aware about its performance and future perspective.
The Company's performance during the year ended 31st March 2024 and the
corresponding figures for the
last year are as under:
| Particulars |
For the Year Ended on 31st March 2024 |
For the Year Ended on 31st March 2023 |
| Net Revenue |
5039.22 |
5007.63 |
| Profit Before Interest, Depreciation & Tax |
258.91 |
206.86 |
| Less: Finance Cost |
95.98 |
86.24 |
| Less: Depreciation & Amortization Expense |
27.62 |
31.61 |
| Profit / (Loss) Before Tax |
135.31 |
89.01 |
| Less: Provision for Tax [Current] |
35.01 |
21.66 |
| Less: Income Tax (JV) [Short / Excess Provision of IT W/off |
|
0 |
| Less: Deferred Tax (Assets) / Liabilities |
01.55 |
2.13 |
| Less: Tax Adjustment of earlier year |
0.10 |
0 |
| Profit / (Loss) After Tax |
101.94 |
65.22 |
| Less: Proposed Dividend & Tax thereon |
- |
- |
| Balance carried to Balance Sheet |
101.94 |
65.22 |
For the financial Year 2023-2024, your Company recorded net sales of Rs. 5039.22 Lakhs
as against Rs.
5007.63 Lakhs in the previous year and thereby recording the increase in the net sales.
Despite the tough
market conditions faced by the industry, Company is striving hard to achieve the better
results and the
assured progressive growth in future.
Further for the Financial Year 2023-2024, the company achieved Profit of Rs. 101.94
Lakhs as compared to
Rs. 65.22 Lakhs in the previous financial year.
No amount is transferred to general reserve. Surplus amount is carried to Profit &
Loss A/c in Balance
sheet. The Board of Directors has decided to retain the entire amount of profit for
financial year 2023-24 in
the statement of profit and loss.
The report credits the strength in domestic demand, driven by private consumption and
investment, to
government reforms and initiatives implemented over the past decade. Investments in both
physical and
digital infrastructure, along with measures to boost manufacturing, have bolstered the
supply side, providing
a significant boost to economic activity in the country.
According to the report, "In FY 25, real GDP growth will likely is closer to 7 per
cent," with the potential
for the growth rate to surpass 7% by 2030.
The report highlights the ongoing expansion of digital infrastructure, improvements in
institutional
efficiency, technological progress through collaboration with foreign partners,
accelerated human capital
formation, and an increasingly favorable investment climate.
It projects that India is poised to become the third-largest economy globally in the
next three years, reaching
a GDP of USD 5 trillion.
The report states that "India can aspire to become a USD 7 trillion economy in the
next six to seven years
(by 2030)."
"This will be a significant milestone in the journey to delivering a quality of
life and standard of living that
match and exceed the aspirations of the Indian people."
Factors contributing to the optimistic economic outlook include firm GDP growth
forecasts, manageable
inflation levels, political stability at the central government level, and indications
that the central bank has
concluded its tightening of monetary policy.
The Company continues to sustain its commitment to the highest levels of quality. Our
focus on quality,
productivity and innovations has helped us deliver increased value to our customers. The
company is
certified for ISO 9001:2015 (quality management Systems). Narmada has a flagship brand
which commands
a high reputation worldwide for quality products, efficient services and level of
reliability as a stable
supplier of quality products in cattle feed Industries. The products offered by us are
processed using quality
ingredients sourced from the selected vendors of the market. Before packaging and
distributing, the raw
material is inspected by the Quality Assurance team after being adequately graded and
processed.
In order to plough back the profits for the activities of the company and strategy of
growth in the business
through enhancing manufacturing capacity, your directors do not recommend any dividend for
the financial
year.
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the
going concern status and Company's operations in future.
During the year under review, the Company has not changed the nature of business
activity.
The Company has not accepted any deposits under the provisions of Section 73 of the
Companies Act, 2013
read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time,
during the year
under review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies
(Accounts) Rules, 2014
relating to deposits, covered under Chapter V of the Act is not required to be given.
The Board of the Company comprises an optimum combination of executive and
non-executive independent
directors. As on the date of this report, Board of Directors of the Company comprises of
total six (6)
directors. The Composition of the Board of Directors and Key managerial personnel is as
under:
| NAME OF THE DIRECTOR |
CATEGORY AND DESIGNATION |
| Neerajkumar Sureshchandra Agrawal |
Chairman, Managing Director & Chief Financial Officer |
| Suresh Chand Kalyanmal Gupta |
Whole Time Director |
| Ganesh Bhavarlal Prajapati |
Non-Executive Independent Director |
| Nidhi Dineshbhai Patel |
Non-Executive Independent Director |
| Pooja Aidasani |
Non-Executive Independent Director |
| Gaurav Dineshkumar Agarwal |
Non-Executive Independent Director |
| Nidhi Jain |
Company Secretary and Compliance officer |
In pursuant to provisions of Section 203 of the Companies Act, 2013 read with the
applicable rules and other
applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel
(KMP) of the
Company as on 31st March, 2024 are as follows:
| NAME OF KMP |
CATEGORY AND DESIGNATION |
| Neerajkumar Sureshchandra Agrawal |
Managing Director & Chief Financial Officer |
| Suresh Chand Kalyanmal Gupta |
Whole-Time Director |
| Nidhi Jain |
Company Secretary and Compliance officer |
Profile of Directors being Re-appointed
As required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, particulars of
Directors seeking
appointment/ re-appointment at the ensuing Annual General Meeting are annexed to this
notice convening
12th Annual General Meeting.
None of the Directors of the Company is disqualified for being re-appointed as Director
as specified in
Section 164 (2) of the Companies Act, 2013.
The Company follows a policy on remuneration of Directors and Senior Management
Employees. The
policy has been approved by the Nomination & Remuneration Committee and the Board.
The policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees
can be accessed
on website of the Company at following website of the company
http://www.narmadaagrobase.com
The provisions of Section 135 of the Companies Act, 2013, in respect Corporate Social
Responsibility are
not applicable to the company.
The Company has received the necessary declarations from each Independent Director in
accordance with
Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing
Regulations, that he / she
meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation
16(1)(b) of the
SEBI Listing Regulations. In the opinion of the Board, there has been no change in the
circumstances which
may affect their status as independent directors of the Company and the Board is satisfied
of the integrity,
expertise, and experience (including proficiency in terms of Section 150(1) of the Act and
applicable rules
thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of
Directors) Rules, 2014, as amended, Independent Directors of the Company have included
their names in the data bank of Independent Directors maintained with the Indian Institute
of Corporate Affairs.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship
or transactions with the Company, other than sitting fees, commission and reimbursement of
expenses, if
any.
Company affirmed that the Directors being appointed are not debarred from holding the
office of director by virtue of any SEBI order or any other such authority
In terms of Regulations 34 read with Schedule V of SEBI (LODR) Regulations and DPE
Guidelines, a
report on Corporate Governance for the year ended March 31, 2024 has been prepared and
annexed as
"Annexure I" to this Report. The Company's Secretarial Auditor has issued
a Certificate on Corporate
Governance, which is appended to the Corporate Governance Report.
Management Discussion & Analysis report for the year under review as stipulated
under Regulation 34(2)
(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements)
Regulations, 2015 is annexed as "Annexure II" hereto and forms part of
this Report. For sake of brevity the
items covered in Board's Report are not repeated in the Management Discussion and Analysis
Report.
All the directors of the company are non- disqualified and certificate for the same
from the practicing
Company Secretary in annexed as "Annexure III".
Company does not have any Subsidiary or Joint Venture or Associate Company.
> STATUTORY AUDITOR
At the Annual General Meeting held on 30th September 2021. M/s. Jain Kedia
and Sharma Chartered
Accountants were appointed as statutory auditors of the Company to hold office till the
conclusion of the
Annual General Meeting to be held in the year 2026.
The Notes on financial statements referred to in the Auditors report are
self-explanatory and do not call for
any further comments. The Auditor's Report does not contain any qualification, reservation
or adverse
remark as submitted by M/s. Jain Kedia and Sharma Chartered Accountant
There is no incident of fraud requiring reporting by the Auditors under Section 143(12)
of the Companies
Act, 2013.
> SECRETARIAL AUDITOR REPORT
Pursuant to the Section 204 of Companies Act, 2013 read with the Companies (Appointment
and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Punit
Lath Company
Secretaries, in the Board Meeting held on 12th January 2024 to undertake the
Secretarial Audit of the
Company for the Financial Year 2023-2024.
The Secretarial Audit Report in Form MR-3 issued by Secretarial Auditor M/s Punit S.
Lath, Company
Secretary for the financial year ended on 31st March, 2024 is enclosed to this
Report as "Annexure IV". The
Report does not contain does not contain any qualification, reservation or adverse remark.
> INTERNAL AUDITOR
In accordance with provision of Section 138 of the Companies Act, 2013 and Rules made
thereunder, your
Company has appointed Mr. Rajesh Kumar as the Internal Auditor of the Company for
Financial Year 2023-
2024 and takes their suggestions and recommendation to improve and strengthen the internal
control system.
The Company has complied with all the applicable Secretarial Standards in the Financial
Year 2023-24.
The company has internal financial control systems which are adequate in the opinion of
board of Directors.
The Company has a proper system of internal controls to ensure that all assets are
safeguarded and protected
against loss from unauthorized use or disposition and that transactions are authorized
recorded and reported
correctly.
The internal control system is supplemented by an extensive program of internal and
external audits and
periodic review by the management. This system is designed to adequately ensure that
financial and other
records are reliable for preparing financial information and other data and for
maintaining accountability of
assets.
The Annual Return for financial year 2023-24 as per provisions of the Act and Rules
thereto, is available on
the Company's website at
https://narmadaagrobase.com/productimages/1717668953-documentfile-
Draft%20Form MGT 7.pdf
Company has not given loans, guarantees or has investment which falls under section 186
of the Companies
Act, 2013.
During the year, your Company has entered into transactions with related parties, which
are in line with
Related Party Transactions (RPTs) Policy. As per the threshold mentioned in the Policy,
there was no
material related party transaction with the Company's Promoters, Directors, Management or
their relatives,
which could have had a potential conflict with the interests of the Company. Details are
attached herewith in
Form AOC-2 as "Annexure V".
Proper steps have been taken to identify the risk and mitigate the risk to the level
that least possible loss
should incur.
In the opinion of the Board of Directors no risk is identified which may threaten the
existence of the
company.
Your company endeavors to become aware of different kinds of risks and bring together
elements of best
practices to mitigate such risk and to manage such risks.
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule
8 of the
Companies (Accounts) Rules, 2014, is given herein below:
(a) Conservation of energy -
(i) Steps taken to conserve energy.
- Company's operation does not consume significant amount of energy. However
Company uses the LED
lights and Five star rated power consuming equipments for conservation of energy. Further
Company also
strictly observes and control the efficient use of power on day to day basis.
(ii) The steps taken by the company for utilizing alternate sources of energy. -
The company has not taken any steps for utilizing alternate source of energy.
(iii) The capital investment on energy conservation equipments. -
Company has not made any capital investment specifically for conserving energy.
(b) Technology absorption -
(i) The effort made towards technology absorption. - Not applicable
(ii) The benefits derived like product improvement, cost reduction, product development
or import
substitution. - Not applicable
(iii) In case of imported technology. - Not applicable
(iv) The expenditure incurred on Research and Development. - Not applicable
(c) Foreign exchange earnings and outgo -
During the year, the total foreign exchange used was Rs. Nil and the total foreign
exchange earned was US $
11920.28 (INR 9,84,138).
The Company does not have any amount to its credit as required under the provision of
section 124 of the
Companies Act, 2013 to be transferred to the IEPF Account.
The Directors' Responsibility Statement referred to in Clause (c) of Sub- section (5)
of Section 134 of the
Companies Act, 2013 shall state that
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along
with proper explanation relating to material departures;
(b) the director had 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 at the end of the financial year and of the profit and loss of the company for
that period;
(c) the director had taken proper and sufficient care for the maintenance of adequate
accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and
for preventing and
detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls which are being followed
by the Company and
that such internal controls are adequate and are operating effectively;
(f) the directors had devised proper system to ensure compliance with the provisions of
all applicable laws
and that such system were adequate and operating effectively.
The details of the top ten employees in terms of salary drawn and other information as
per requirements of
the Companies (Appointment and Remuneration of Managerial Personnel) are given under
"Annexure VI"
of the report.
Disclosures of the ratio of the remuneration of each director to the median employee's
remuneration and
other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended
from time to
time, are provided as "Annexure VII".
Your Company is committed to creating and maintaining an atmosphere in which employees
can work
together without fear of sexual harassment, exploitation or intimidation. As required
under the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, your
Company has constituted an Internal Complaints Committee.
No complaints were received by the committee during the year under review. Since the
number of
complaints filed during the year was NIL, the Committee prepared a NIL complaints report.
This is in
compliance with section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and
Redressal) Act, 2013.
Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy
of preservation
of documents to keep the documents preserve as per Regulation 9 (a) & 9 (b) of SEBI
(LODR), 2015.
There was no fraud disclosed during current Financial Year.
There is no deviation in the use of proceeds from the objects stated in the offer
document of IPO and there is
no variation between projected utilization of funds made by it in its offer document of
IPO pursuant to
regulation 32 of SEBI (Listing Obligations and Disclosure Requirements, 2015.
The Board hereby confirms the entire utilization of the proceeds as stated above.
The Company is not required to maintain costs records as specified by the Central
Government under
subsection (1) of section 148 of the Companies Act, 2013.
The Company has not issued any shares with differential voting rights or Sweat Equity
shares or shares
under ESOP. The Company has not provided any money to its employees for purchase of its
own shares
hence the company has nothing report in respect of Rule 4(4), Rule (13), Rule 12(9) and
Rule 16 of the
Companies (Share Capital & Debentures) Rules, 2014.
The Equity Shares of the Company were listed on SME Platform of National Stock Exchange
of India
Limited (NSE Emerge) in FY 2018-19. The Company got migrated to Main Board of National
Stock
Exchange of India and simultaneously got listed on BSE Limited on 27th October
2022. The Company is
regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the
year 2023-24.
KFin Technologies Limited
Address: Tower- B, Plot No. 31 & 32, Selenium building Gachibowli Road
Financial District,
Nanakramguda, Serilingampally Mandal, Hyderabad, Telangana 500032
Contact No: 040 6716 2222
The directors place on record their sincere appreciation for the assistance and
co-operation extended by
Bank, its employees, its vendors, investors and for their continuous support and all other
associates and look
forward to continue fruitful association with all business partners of the company.
Your Directors are also thankful to the shareholders for the trust and confidence
reposed in the Company
and look forward to their continued support to propel the Company to greater heights.
Your Directors also wish to place on record their deep sense of appreciation for the
committed services by
the Company's Executives and Workmen for progress and prosperity of the Company.
| For and on behalf of the Board of Directors |
| NARMADA AGROBASE LIMITED |
| Chairman & Managing Director |
| Neeraj S. Agrawal |
| DIN: 06473290 |
| Date: 18th June, 2024 |
| Place: Ahmedabad |
|