To the Members,
Your directors have pleasure in presenting to you the 37th Annual Report of
the Company together with the Audited Financial Statements for the year ended on March 31st,
2025.
1. FINANCIAL HIGHLIGHTS:
Your Company's performance for the year ended on March 31st, 2025, is
summarized as under:
| Particulars |
For the year ended on 31 st March 2025 |
For the year ended on 31st March 2024 |
| Revenue from Operations |
61,008 |
2,46,50,955 |
| Other Income |
39,06,262 |
27,41,075 |
| Total Revenue |
39,67,270 |
2,73,92,030 |
| Total Expenses |
48,07,545 |
3,18,30,005 |
| Profit /(Loss) before Exceptional Items |
(8,40,275) |
(44,37,975) |
| Exceptional Items |
62,67,169 |
4,61,72,583 |
| Profit/ (Loss) before Tax |
54,26,894 |
4,17,34,607 |
| Less: Current Tax |
8,00,000 |
59,00,000 |
| Less: Tax for earlier years |
- |
- |
| Add / Less : Deferred Tax |
- |
- |
| Profit/ (Loss) after Tax |
46,26,894 |
3,58,34,607 |
| Transfer to Statutory Reserve Fund |
- |
- |
| Balance carried forward |
7,98,968 |
3,78,04,937 |
| Basic EPS (in ^) |
0.49 |
3.82 |
2. BUSINESS OUTLOOK & STATE OF COMPANY AFFAIRS:
During the year under review. The Company has made a net profit of Rs. 7,98,968 in
comparison to net profit of Rs. 3,78,04,937 in the immediate preceding financial year.
Your Company has made a revenue of Rs. 61,008 in comparison to a revenue of Rs.
2,46,50,955 in the immediate preceding financial year.
3. OPERATIONAL RESULTS/FINANCIAL PERFORMANCE OF THE COMPANY
The Highlights of Company's performance for the year ended on March 31, 2025:
a. During the year under review, Revenue from operations decreased to Rs. 61,008
against Rs. 2,46,50,955 of the previous financial year.
b. Total Expenses has decreased from Rs. 3,18,30,005 in the Financial Year 2023-24 to
Rs. 48,07,545 in the Current Financial Year.
c. Profit before Tax has significantly decreased from Rs. 4,17,34,607 in previous
Financial Year to Rs. 54,26,894 in the Current Financial Year.
d. Net Profit of the year under review has decreased from Rs. 3,78,04,937 as compared
to Rs. 7,98,968 during last year.
e. Earnings Per Share (EPS) for the Financial Year 2023-24 is 3.82 as compared to 0.49
of previous financial year.
The Board assured that management of the Company will leave no efforts untouched to
increase the profitability
of the Company.
4. DIVIDEND
With a view to use the internal accruals for growth of the Company and to strengthen
the financial position of the company, your directors do not recommend any dividend for
the year under Report.
5. TRANSFER TO RESERVES:
Pursuant to provision of section 134(3) (j) of the Companies Act, 2013, no amount is
transferred to general reserves account of the Company during the year under review.
6. TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provision of section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid for the financial year ended March 31, 2025.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT
RELATE AND THE DATE OF THIS REPORT:
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the date of the Balance Sheet and the date of this
Report except the following: -
a. Shifting of Registered Office: The Board in its meeting held on June 03, 2025 has
approved the shifting the Registered Office of the Company from 56, Nagarjuna Hills.
Panjagutta, Hyderabad - 500082 to Office No. 15-113, at WeWork Raheja Mindspace, 13th
Floor, Building No. 9, TSIIC, Software Units Layout, Madhapur, Telengana - 500081 within
the local limit of the City and the Board also has set up a Corporate Office of the
Company at Unit No. 9/1, 9% Floor, Merlin Acropolis, 1858/1, Rajdanga Main Road,
Kolkata-700107 to facilitate and expansion of the Business and to maintain the books of
accounts and other relevant documents there.
b. Increase in Authorised Share Capital & Adoption of MOA as per Companies Act,
2013: The Company has increased the Authorised Equity Share Capital of the company from ?
10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore) equity shares
of ? 10/- (Rupee Ten Only) each to ? 30,00,00,000/- (Rupees Thirty Crores Only) divided
into 3,00,00,000 (Three Crore) equity shares of ? 10/- (Rupee Ten Only) each and the
company.
c. Adoption of new set of Memorandum of Association of the Company with amended of
whole object clause and capital clause: The Board considered, approved and adopted new
sets of Memorandum of Association of the Company in their Board Meeting held on June 27,
2025, subject to the approval of Shareholders, and the same has been approved by the
shareholders of the Company in their meeting for their approval dated July 28, 2025.
8. WEBSITE
In pursuance of Regulation 46 of SEBI (LODR) Regulations, 2015, your company is
maintaining a functional website. All the requisite details, policies and other
information are placed on the website of the Company. The website of the company is
www.nagariunaagritech.com
9. DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the purview of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules
2014 as amended from time to time, during the year under review.
10. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the Business of the Company during the financial year ended
March 31,2025.
11. SHARE CAPITAL:
The Company's Equity Share Capital stands as on March 31, 2025 is as below:
|
Authorised Share Capital |
Issued, Subscribed & Paid up Share Capital |
| Types of Shares |
No. of Shares |
Face Value (Rs.) |
Amt (Rs.) |
No. of Shares |
Face Value (Rs.) |
Amt (Rs.) |
| Equity |
1,00,00,000 |
10 |
10,00,00,000 |
93,69,100 |
10 |
9,36,91,000 |
Buy back of securities: The Company has not bought any of its securities during the
year under review.
Sweat Equity: The Company has not issues any sweat equity shares during the year under
review.
Bonus Shares: The Company has not issued bonus shares during the year under review.
Employee Stock Option Plan: The Company has not issued Employee Stock Option Plan
during the year under review.
12. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
The Company does not have any subsidiary company, joint ventures or associate companies
during the year under review.
13. COMPOSITION OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company
as on March 31, 2025 were as follows:
| Sr. No Name of Director/KMP |
Designation |
| 1 Mrs. Rachna Suman Shaw |
Managing Director |
| 2 Ms. Chanchal Kedia |
Director |
| 3 Mr. Sumit Sengupta |
Additional Director cum CFO |
| 4 Mr. Altab Uddin Kazi |
Additional Director |
| 5 Ms. Kiran Pandey |
Additional Director |
| 6 Suman Gupta |
Company Secretary & Compliance Officer |
During the year under review The following changes occurred in the Composition of Board
of Directors and KMPs:-
| Sr.No Name of Director/KMP |
Designation |
Appointment/Resignation/Change in Designation |
| 1 Ms. Chanchal Kedia |
Additional Director |
Appointment w.e.f 04.09.2024 |
| 2 Ms. Chanchal Kedia |
Director |
Change in Designation w.e.f 04.09.2024 |
| 3 Mr. Mahender Reddy Nalavola |
Director |
Re-appointment as Independent Director w.e.f. 13.02.2024. |
| 4 Mr. Viswanadha Raju Namburi |
Director |
Resignation w.e.f. 16.01.2025 |
| 5 Mr. Mahender Reddy Nalavola |
Director |
Resignation w.e.f. 16.01.2025 |
| 6 Mr. Venkatalakshmi Narasimha Raju Kosuri |
Managing Director |
Resignation w.e.f. 16.01.2025 |
| 7 Mr. Soma Raju Kallepalli |
Director |
Retirement w.e.f. 16.01.2025 |
| 8 Mrs. Rama Devi Numburi |
Director |
Resignation w.e.f. 16.01.2025 |
| 9 Mr. Narasimha Raju Kosuri |
CFO |
Resignation w.e.f. 16.01.2025 |
| 10 Ms. Chandni Vardani |
Company Secretary & Compliance Officer |
Resignation w.e.f. 16.01.2025 |
| 11 Mrs. Rachna Suman Shaw |
Additional Director |
Appointment w.e.f 16.01.2025 |
| 12 Mrs. Rachna Suman Shaw |
Managing Director |
Appointment w.e.f 16.01.2025 |
| 14 Mr. Sumit Sengupta |
Additional Director |
Appointment w.e.f 16.01.2025 |
| 15 Mr. Altab Uddin Kazi |
Additional Director |
Appointment w.e.f 16.01.2025 |
| 16 Mr. Sumit Sengupta |
CFO |
Appointment w.e.f 28.01.2025 |
| 17 Ms. Kiran Pandey |
Additional Director |
Appointment w.e.f 28.01.2025 |
| 18 Ms. Sunita Goyal |
Company Secretary fit Compliance Officer |
Appointment w.e.f 28.01.2025 |
| 19 Ms. Sunita Goyal |
Company Secretary & Compliance Officer |
Resignation w.e.f 29.03.2025 |
The followings changes also took place after the Financial Year ended on 31st
March, 2025 but till date:- Mr. Rajesh Shaw was appointed as the Additional Director of
the Company w.e.f. 03.06.2025.
- Mrs. Kiran Pandey & Rachna Suman Shaw has resigned from their post due to
personnel reasons w.e.f.
19.06.2025.
- Mr. Sumit Sengupta has resigned from the post of Chief Financial Officer w.e.f.
19.06.2025.
- Mr. Chandan Ghosh was appointed as the Additional Director of the Company w.e.f.
27.06.2025.
* Mr. Rahul Gupta was appointed as the CFO of the Company w.e.f. 27.06.2025
- Mrs. Deepika Bhutra was appointed as the Company Secretary & Compliance Officer
of the Company w.e.f. 27.06.2025
- Mr. Altab Uddin Kazi, Mr. Chandan Ghosh were regularized as Director by the
Shareholders w.e.f.
28.07.2025.
- Mr. Sumit Sengupta was appointed the Managing Director of the Company by the Board in
their meeting held on 27.06.2025 and further approval of shareholders was taken in their
meeting held on 28.07.2025.
- Mr. Rajesh Shaw was appointed the Whole Time Director of the Company by the Board in
their meeting held on 27.06.2025 and further approval of shareholders was taken in their
meeting held on 28.07.2025.
* Pursuant to Section 149, 152 and other applicable provisions of the Companies Act,
2013, one-third of such of the Directors as are liable to retire by rotation, shall retire
every year and, if eligible, offer themselves for re-appointment at every AGM.
14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act,
2013, the Company has received individual declarations from all the independent Directors
confirming that they fulfill the criteria of Independence as specified in Section 149(6}
of the Companies Act, 2013.
The Independent Director has complied with the Code of Conduct for Independent
Directors as prescribed in Schedule IV of the Act.
The Company has received declarations from all Independent Directors of the Company
confirming that they continue to meet the criteria of Independence as prescribed under
Section 149 of the Companies Act 2013.
15. DISCLOSURE UNDER SECTION 164(2} OF THE COMPANIES ACT, 2013 IN RESPECT OF NON -
DISQUALIFICATION OF DIRECTORS:
The Company has received the disclosures in Form DIR-8 from its Directors being
appointed or reappointed and has noted that none of the Directors are disqualified under
section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
16. BOARD MEETINGS
The Board meets at regular intervals to discuss and take a view on the Company's
policies and strategy apart from other Board matters. The notice for Board Meetings is
given well in advance to all the Directors.
During the year under review, the Board of Directors met Seven (7)times and the dates
of the Board Meetings are:
| Sr. No |
Date of Board Meeting |
| 1 |
30.05.2024 |
| 2 |
13.08.2024 |
| 3 |
04.09.2024 |
| 4 |
13.11.2024 |
| 5 |
16.01.2025 |
| 6. |
28.01.2025 |
| 7. |
06.03.2025 |
17. COMMITTEE MEETINGS
The following committees have been formed in compliance with the corporate governance
norms:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholder's Relationship Committee; and
In addition to these committees, our Board of Directors may, from time to time,
constitute committees for various other functions.
1. Audit Committee:
The Audit Committee pursuant to the provisions of Section 177 of the Companies Act,
2013 at the Board level acts as a link between the Auditors, the Management and the Board
of Directors and overseas the financial reporting process. The Audit Committee interacts
with the Internal Auditors, Statutory Auditors, Secretarial Auditors and reviews and
recommends their appointment and remuneration, terms of appointment. The Audit Committee
is provided with all necessary assistance and information for enabling them to carry out
its function effectively.
The Composition of the Audit Committee as per Section 177 of the Companies Act, 2013 as
on 31st March, 2025 is as follows:-
| S. No. Name |
Category |
Designation |
| 1. Ms. Chanchal Kedia |
Independent Director |
Chairperson |
| 2. Mr. Altab Uddin Kazi |
Independent Director |
Member |
| 3. Mrs. Kiran Pandey |
Independent Director |
Member |
Meeting
The Audit Committee met 6 (six) times during the period under review i.e. on
30.05.2024, 13.08.2024, 04.09.2024, 13.11.2024, 16.01.2025 and 28.01.2025
All the recommendations of the Audit Committee have been accepted by the Board of
Directors.
2. 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 Composition of the Nomination and Remuneration Committee as per Section 178 of the
Companies Act, 2013 is as follows:-
| S. No. Name |
Category |
Designation |
| 1. Ms. Chanchal Kedia |
Independent Director |
Chairperson |
| 2. Mr. Altab Uddin Kazi |
Independent Director |
Member |
| 3. Mrs. Kiran Pandey |
Independent Director |
Member |
Meeting
The Nomination 6t Remuneration Committee met 3 (three) times during the period under
review i.e. on 04,09,2024, 16.01.2025 and 28.01.2025.
3. Stakeholders' 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
The Composition of the Stakeholders' Relationship Committee as per Section 178 of the
Companies Act, 2013 is as follows:-
S. No. |
Name |
Category |
Designation |
1. |
Ms. Chanchal Kedia |
Independent Director |
Chairperson |
2. |
Mr. Altab Uddin Kazi |
Independent Director |
Member |
3. |
Mrs. Kiran Pandey |
Independent Director |
Member |
Meeting
The Stakeholders' Relationship Committee met 1 (one) time during the period under
review i.e. on 06.03.2025. No investor grievance complaints received during the financial
year 2024-25.
18. NOMINATION AND REMUNERATION POLICY:
In terms of SEB! Listing Regulations and Act, the Company has in place Nomination &
Remuneration Policy. The said policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the criteria for appointment of
Executive, Non-Executive and Independent Directors on the Board of Directors of the
Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other
matters as provided under sub-section (3) of Section 178 of the Act (including any
statutory modification(s) or re- enactment(s) thereof for the time being in force). The
Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, Individual Directors including the Chairperson and the
Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded
on the website of your Company i.e. www.nagariunaagritech.com
19. CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores
or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5
Crores or more, during previous year is required to constitute a CSR Committee. Your
Company does not fall in any of the above criteria during the year 2024-25.
Therefore, it is not required mandatorily to carry out any CSR activities or constitute
any Committees under provisions of Section 135 of the Act.
20. ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out Annual
Performance Evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its all Committees.
The Board's functioning was evaluated on various aspects, including inter-alia the
Structure of the Board, Meetings of the Board, Functions of the Board, Degree of the
fulfillment of key responsibilities, Establishment and delineation of responsibilities to
various Committees, Effectiveness of Board processes, information and functioning.
The Directors were evaluated on aspects such as attendance, contribution at
Board/Committee Meetings and guidance/support to the Management outside Board/Committee
Meetings. The performance assessment of NonIndependent Directors, the Board as a whole and
the Chairman were evaluated in a separate Meeting of Independent Directors. The same was
also discussed in the NRC and the Board. Performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent Director being evaluated.
21. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:
Pursuant to Section 177(9) ?t (10) of the Companies Act, 2013, our Company has
established a vigil mechanism, through a Whistle Blower Policy, where Directors and
employees can voice their genuine concerns or grievances about any unethical or
unacceptable business practice. A whistle-blowing mechanism not only helps the Company in
detection of fraud, but is also used as a corporate governance tool leading to prevention
and deterrence of misconduct.
It provides direct excess to the employees of the Company to approach the Compliance
Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that
genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment
or victimization.
No adverse reporting has been made by the Auditors or any other person against the
Company.
The Whistle Blower Policy is disclosed on the website of the Company at
www.nagariunaagritech.com
22. RISK MANAGEMENT:
Risk mitigation continues to be a key area of concern for the Company, which has
regularly invested in insuring itself against unforeseen risks. The Company's stocks and
insurable assets like furniture & fixtures, vehicles etc have been adequately insured
against major risks.
The Board of directors of the Company has also formulated Risk Management Policy in
place in accordance with the Act. The aim of risk management policy is to maximize
opportunities in all activities and to minimize adversity. The policy includes identifying
types of risks and its assessment, risk handling, monitoring and reporting, which in the
opinion of the Board may threaten the existence of the Company.
In the opinion of the Board, following are risks involved in the industry:
a. High Interest rate.
b. Fluctuation in prices of building materials.
c. Competitive Risk due to entry of many players in local market.
d. Operational Risk of market saturation.
e. Stringent regulatory framework.
f. Slow Disbursement of approvals.
23. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not given any loan to any person or other body corporate or given any
guarantee or provided security in connection with a loan to any other body corporate or
person or acquired by way of subscription, purchase or otherwise, the securities of any
other body corporate during the financial year under review.
24. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS
No order, whether significant and/or material has been passed by any regulators,
courts, tribunals impacting the going concern status and Company's operations in future
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE ACT
All related party transactions that were entered into during the Period under review,
were on Arm's length basis and in the ordinary course of business. No materially
significant related party transactions which required the approval of members were entered
into by the Company during the Period under review.
Further, all related party transactions entered into by the Company are placed before
the Audit Committee for their approval.
26. STATUTORY AUDITORS
M/s. S M V & Co, Chartered Accountants, were appointed as the Statutory Auditors of
the Company in the Annual General Meeting held on 28.09.2024 for a period of five years
from the conclusion of 36th Annual General meeting till the conclusion of 415t
Annual General Meeting to be held in the year 2029.
Further, M/s S M V & Co., has resignation from the office of Statutory Auditors
w.e.f 05.05.2025 and to fill the casual vacancy the Board has appointed M/s Agarwal Khetan
& Co. Chartered Accountants as Statutory Auditors of the Company in their Board
Meeting held on 03.06.2025 till the conclusion of the ensuing Annual General Meeting.
The Board also proposes the appointment of M/s Agarwal Khetan & Co. Chartered
Accountants as Statutory Auditors of the Company to be appointed for a period of five
years in the ensuing Annual General Meeting to be held in the year 2025.
AUDITOR'S REPORT
The Auditors' report along with Notes on Accounts is self-explanatory and therefore,
does not call for any further comment under section 134(3) of the Companies Act, 2013.
There are no qualifications, reservations or adverse remarks made by Statutory Auditors
in the Auditors report.
27. 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. Mr. Shaik Muneeb was appointed as the Internal Auditor of the Company.
During the year under review Mr. Shaik Muneeb resigned from the office of Internal
Auditors w.e.f. 16.01.2025.
Further, to fill the casual vacancy the Board of Directors has appointed Mr. 0 P Banka
as the Internal Auditor of the Company for the Financial Year 2024-25.
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,
28. 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 CS Mohit Vanawat Proprietor of M/s Mohit Vanawat & Associates, Practicing
Company Secretary, to conduct the Secretarial Audit of the Company for the financial year
2024-25.The Report contains details of delays in compliance of SEBI (LODR) 2015, and
penalties imposed by BSE Ltd during the year. The same are factual details and do not
require any comments from the Directors.
The Secretarial Audit Report issued by the Secretarial Auditor for the financial year
2024-25 in Form MR-3 as Annexure-I forms a part of this Report.
29. ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 in Draft of Annual Return Form No. MGT-7 will be available on the website of
the Company www.nagarjunaagritech.com, and the web link for the same is
https://nagariunaagritech.eom//investors.DhD.
30. MAINTENANCE OF COST RECORDS
During the year under review, section 148(1) of the Companies Act, 2013 and the
companies {Cost Records and Audit) Rules, 2014 is not applicable to the Company. Hence the
Company has not maintained any cost records and has appointed any Cost Auditors.
31. MANAGEMENT DISCUSSION a ANALYSIS REPORTS:
A detailed report on Management Discussion and Analysis Report (MDAR) is included in
this Report as Annexure - II.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules 2014 are as follows:
CONSERVATION OF ENERGY:
| 1. The steps taken or impact on conservation of energy. |
Your Company requires minimal energy consumption and every endeavor is made to ensure
optimal use of energy, avoid wastages and conserve energy as far as possible. |
| 2. The steps taken by the Company for utilizing alternate sources of energy. |
|
| 3. The capital investment on energy conservation equipments. |
|
TECHNOLOGY ABSORPTION: NIL FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars of foreign currency earnings and outgo during the financial year are NIL.
33. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company during the year under
review 2024-25.
34. HUMAN RESOURCES
The relations with the employees and associates continued to remain cordial throughout
the year. The Directors of your Company wish to place on record their appreciation for the
excellent team spirit and dedication displayed by the employees of the Company.
35. ENVIRONMENT, HEALTH AND SAFETY:
The Company is committed to provide a safe and healthy work environment for the
well-being of all our Stakeholders. The operations of the Company are conducted in such a
manner that it ensures safety of all concerned and a pleasant working environment. The
Company strives to maintain and use efficiently limited natural resources as well as focus
on maintaining the health and well-being of every person.
36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conducive work environment to its
employees. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment. The Company has set up a
proper mechanism to look into the complaints under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has formed an Internal
Complaints Committee. No complaints were received during the year under consideration.
In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013, read with Rule 8 of the Companies (Accounts) Rules,
2014 (as amended vide MCA notification dated 30/05/2025 and other } a summary thereof is
as under:
| Particulars |
No of complaints |
| Number of complaints/cases pending at the beginning of the year. |
Nil |
| Number of complaints/cases of sexual harassment received/filed during the year |
Nil |
| Number of complaints/cases disposed off during the year. |
N.A. |
| Number of complaints pending for more than ninety days |
N.A. |
| Number of cases pending at end of the year. |
N.A. |
37. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The Company is well equipped with internal financial controls. The Company has
continuous monitoring mechanism which enables the organization to maintain the same
standards of the control systems and help them in managing defaults, if any, on timely
basis because of strong reporting mechanisms followed by the Company.
38. INSOLVENCY AND BANKRUPTCY CODE 2016:
No application or proceeding was initiated in respect of the Company in terms of
Insolvency and Bankruptcy Code 2016.
39. DETAILS IN RESPECT OF FRAUDS REPORTEO BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors or Secretarial Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the
Companies Act, 2013, including rules made thereunder during the current Financial Year.
40. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 (‘the Act'), with respect to
Directors Responsibility Statement it is hereby confirmed:
a) In the preparation of the annual accounts for the Financial Year ended 31st
March 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) The directors 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 as at 31st March 2025 and of
the loss of the Company for that period;
c) The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively;
0 The directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively.
41. DISCLOSURE UNDER ONE TIME SETTLEMENT
During the year under review the, Company has not made any one time settlement with any
of its Banks or Financial Institutions.
42. LISTING:
The shares of your Company are listed at Bombay Stock Exchange (BSE Ltd.). The Company
has duly complied with all the requirements of concerned Stock Exchange in accordance with
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time.
43. ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review.
Your directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers, and staff, resulting in successful
performance of the Company during the year. Your directors look forward to the continued
support of all stakeholders in the future.
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On behalf of the Board of Directors of Nagarjuna Agri-tech Limited |
| Dated: 01.09.2025 Place: Kolkata |
SUMIT SENGUPTA Managing Director DIN: 09184493 |
RAJESH SHAW Whole Time Director DIN: 09647878 |
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