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Directors Report of Nagreeka Exports Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report on the affairs of your Company together with the Audited Statements of Account for the year ended 31st March, 2014.

FINANCIAL RESULT

2013-2014 2012-2013 (Rs. In lacs) (Rs. In lacs)

Revenue from operation 63028.47 64183.91

Other Income 464.25 302.75

63492.72 64486.66

PBIDT 3986.52 3470.71

Interest 1985.55 2121.33

Depreciation 992.83 705.29

PROFIT BEFORE TAXATION 1008.14 644.10

Taxation 521.73 202.22

PROFIT AFTER TAXATION 486.41 441.88

Profit Brought Forward from Previous Year 1385.32 1016.56

PROFIT AVAILABLE FOR APPROPRIATIONS 1871.73 1458.44

APPROPRIATIONS

Proposed Dividend 62.49 62.49

Income Tax on Dividend 10.62 10.62

Balance carried to Balance Sheet 1798.62 1385.33

1871.73 1458.44

DIVIDEND

Your Directors have recommended for payment of Dividend to the Equity Shareholders @10% i.e. Rs.0.50 per equity share of Rs. 5 each in respect of the Financial Year 2013-14.

REVIEW OF OPERATION

During the financial year under review the company has achieved turnover of Rs.63028.47 lacs against Rs.64183.91 lacs in the previous year. The profit before tax is Rs.1008.14 lacs against Rs.644.10 lacs in the previous year, a growth of 56.57%.

The textile industry has seen better domestic consumption and exports during the year under review resulting in healthy demand for the company''s products.

The prices of raw cotton moved up sharply between April and October,2013. In the new season beginning October 2013 prices remained approx. 20% higher year on year basis. Though, there is a bumper crop during 2013-14, availability of quality cotton is expected to be tight on account of brisk exports.

The value of the Indian Rupee (INR) vis-a-vis the US Dollar had wide fluctuations during the year. The company has been successful in dealing with these adversities low of Rs.53.75 in early May to high of Rs. 68.80 in end August.

The Company''s yarn dyeing and fibre bleaching facility at Kagal has found good market acceptance for its products and capacity utilisation is growing.

FUTURE PROSPECT

The cotton prices are expected to remain high. Rising costs of inputs, a general shortage of man power and volatility in foreign exchange markets will continue to challenge the company and the industry.

The improvements and growth in the domestic economy and the expectation of growth of exports of textile products during financial year 2015 by 15%, present opportunities.

The company continues to develop projects for additional spinning capacity and denim fabric manufacturing.

PUBLIC DEPOSIT

Your Company has not accepted any deposits during the year under review within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

As per the provisions of the erstwhile Companies Act, 1956 and Articles of Association of the Company Mr. Mahendra Patwari, Wholetime Director, Mr. M.K. Ogra and Mr. R.M. Ruia Independent Directors retire by rotation at the ensuing Annual General Meeting of the Company and being eligible have offered themselves for re-appointment. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that Independent Directors shall be appointed for a term up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment by the shareholders of the Company.

Consequent to notification of Section 149 and other applicable provisions of the Companies Act 2013 your Directors seek appointment of Mr.M.K. Ogra, Mr. B.C. Talukdar, Mr. M.P. Periwal and Mr. R.M. Ruia, as Independent Directors of the Company to hold office for 5 (five) consecutive years, effective from 1st April, 2014 up to 31st March, 2019. Details of the proposal of appointment of Mr. M.K. Ogra, Mr.B.C. Talukdar, Mr.M.P. Periwal and Mr. R.M. Ruia are mentioned in the statement under Section 102 of the Companies Act, 2013 of the notice of the twentyfifth Annual General Meeting.

The Company has received requisite notices in writing from members proposing Mr. M.K. Ogra, Mr. B.C. Talukdar, Mr. M.P. Periwal 6 Mr. R.M.Ruia, as Independent Directors.

The Company has received declarations from all the above Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgements 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, 31st March, 2014, and the profit for that period.

3. Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The Directors have prepared Annual Accounts on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis are covered in a separate report annexed hereto and marked as Annexure "B".

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this annual report and marked as Annexure "C". Requisite Certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report of Corporate Governance. Adequate steps to ensure compliance of all the mandatory provisions of ''Corporate Governance'' as provided in the Listing Agreements of the Stock Exchanges with which the Company''s Shares are listed have been taken and your company has ensured its required compliance.

AUDITORS

M/s. Das & Prasad, Chartered Accountants, Kolkata, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment for which company has received a requisite certificate to Section 139 and 141 (3)(g) of the Companies Act, 2013 from M/s. Das & Prasad, the retiring Auditors of your Company regarding their eligibility for re-appointment as Auditors, and we recommend their re-appointment.

AUDITORS'' REPORT

The observation made by the auditors in their Report together with Notes on Accounts are self explanatory and, therefore, do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

COST AUDITORS

M/s VJ.Talati & Co. Cost Accountants, was appointed as Cost Auditors for issuing Cost Audit Report of the Company for the F.Y 2013-14.The Cost Audit Report for the F.Y 2012-13 has been filed within prescribed time limits.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure -"A" to this report.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs.5.00 Lacs per month or Rs.60.00 Lacs per year. Hence, details required to be furnished in accordance with Sub Section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable.

APPRECIATION

We are thankful to various agencies of the Central and State Government(s) for their support and co-operation. Your Directors are also thankful to all stakeholders including customers, bankers and suppliers for their continued assistance, co-operation and support. Your Directors wish to place on record their sincere appreciation of all employees for their commitment and contribution to the Company. The Directors are also grateful for the confidence, faith and trust reposed by the shareholders of the Company.

By order of the Board

Place: Kolkata Sushil Patwari Date: 29th May, 2014 Chairman & Managing Director


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting the 24th Annual Report on the affairs of your Company together with the Audited Statements of Account for the year ended 31st March, 2013.

FINANCIAL RESULT

2012-2013 2011-2012 (Rs. In lacs) (Rs. In lacs)

Revenue from operation 64183.91 49567.05

Other Income 302.75 186.20

64486.66 49753.25

PBIDT 3470.71 2555.37

Interest 2121.33 1743.03

Depreciation 705.29 692.36

PROFIT BEFORE TAXATION 644.10 119 98

Taxation 202.22 (97 32)

PROFIT AFTER TAXATION 441.88 217 30

Profit Brought Forward from

Previous Year 1016.56 799.26

PROFIT AVAILABLE FOR

APPROPRIATIONS 1458.44 1016.56

APPROPRIATIONS

Proposed Dividend 62.49

Income Tax on Dividend 10.62

Balance carried to Balance Sheet 1385.33 1016.56

1458.44 1016.56





DIVIDEND

Your Directors are pleased to recommend payment of Dividend to the Equity Shareholders @10% i.e. Rs.0.50 per equity share of Rs. 5 each in respect of the Financial Year 2012 13

REVIEW OF OPERATION

During the financial year under review the company has achieved turnover of Rs.64,183.91 Lacs against Rs. Rs.49567.05 Lacs in the previous year an increase of 29.48%. The profit after tax is Rs.441.88 Lacs against profit after tax of Rs.217.30 Lacs in the previous year an increase of more than 100%.

Textile Industry continues to face challenges. The adverse effects of continued slow down in the advanced economics growth slowing rate in the Indian economy and other developing countries continued to be a drag on the industry. Increase in power cost, rising high interest rates and fluctuations in the foreign exchange rates also made things difficult.

The availability in respect of raw cotton was better particularly in the 2nd half of the financial year 2012-13. The prices were also relatively more stable compared to the previous year, though since February 2013 there is constant and big upward movements in the cotton prices. Inspite of the above, your company could achieve a significant growth in top line and bottom line through focused thrust on specific products and markets and good controls and practices. FUTURE PROSPECT

The yarn industry continues to face challenges of rising costs, shortage of manpower and volatility in prices of cotton and foreign exchange.

The emergence of China as a major importer of yarn is a positive development for the company and the textile industry. We are committed to further improvements in performance an;'' growth.

The yarn dyeing and fibre bleaching plant of the company has been commissioned and is progressing well and should contribute to the company''s financial performance during the current financial year.

The company is working on projects for new spinning capacity and denim manufacturing.

PUBLIC DEPOSIT

Your Company has not accepted any deposits during the year under review within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.

DIRECTORS

Mr. K. C Purohit, Mr. Sunil Patwari, and Mr. B. C. Talukdar, retire by rotation at the ensuing Annual General Meeting and all of them being eligible, have offered themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgements 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, 31st March, 2013, and the profit for that period.

3. Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The Directors have prepared Annual Accounts on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis are covered in a separate report annexed hereto and marked as Annexure "B".

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this annual report and marked as Annexure "C". Requisite Certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report of Corporate Governance. Adequate steps to ensure compliance of all the mandatory provisions of ''Corporate Governance'' as provided in the Listing Agreements of the Stock Exchanges with which the Company''s Shares are listed have been taken and your company has ensured its required compliance.

AUDITORS

M/s. Das & Prasad, Chartered Accountants, Kolkata, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment for which company has received a requisite certificate to Section 224(1 B) of the Companies Act, 1956 from M/s. Das & Prasad, the retiring Auditors of your Company regarding their eligibility for re-appointment as Auditors, and we recommend their re-appointment.

AUDITORS'' REPORT

The observation made by the auditors in their Report together with Notes on Accounts are self explanatory and, therefore, do not call for any further explanation under Section 217 (3) of the Companies Act, 1956. COST AUDIT

Pursuant to the Directives of the Ministry of Corporate Affairs, your Company has appointed M/s V.J.Talati & Co. Cost Accountants, as Cost Auditor of the Company for the FY 2013- 14, under section 233B of the Companies Act, 1956. The Cost Audit Report for the F.Y 2012-13 has been filed within prescribed time limits.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - "A" to this report. PARTICULARS OF EMPLOYEES

None of the employees are drawinq remuneration exceeding Rs.5.00 Lacs per month or Rs 60.00 Lacs per year. Hence, details required to be furnished in accordance with Sub Section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable.

APPRECIATION

We are thankful to various agencies of the Central and State Government(s) for their support and Co-operation. Your Directors are also thdnkful to all stakeholders including customers, bankers and suppliers for their continued assistance, co-operation and support. Your Directors wish to place on record their sincere appreciation of all employees for their commitment and contribution to the Company. The Directors are also grateful for the confidence, faith and trust reposed by the shareholders of the Company.

By order of the Board

For NAGREEKA EXPORTS LTD.

Place : Kolkata TIWARI

Date : 29th May, 2013 (Company Secretary)


Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report on the affairs of your Company together with the Audited Statements of Account for the year ended 31st March, 2010.

FINANCIAL RESULT

2009-2010 2008-2009 (Rs. In lacs) (Rs. In lacs)

Sales & Export Revenue 41455.43 26652.69 Other Income 48.33 62.50

41503.76 26715.19

PBIDT 1979.16 972.43

Interest 1113.42 798.04 Depreciation 656.37 635.71 PROFIT BEFORE TAXATION 209.37 (-) 461.32

Taxation 15.42 (-) 285.05

PROFIT AFTER TAXATION 193.95 (-) 176.27 Profit Brought Forward from

Previous Year 62.55 238.82

PROFIT AVAILABLE FOR

ROPRIATIONS 256.50 62.55

APPROPRIATIONS

Transfer to General Reserve - -

Proposed Dividend - -

Income Tax on Dividend - -

Balance carried to Balance Sheet 256.50 62.55

256.50 82.55

DIVIDEND

Your Directors intend to plough back entire profit after tax for the year ended 31st March, 2010 for meeting working capital requirement and Capital expenditure on planned upgradation. As such, no dividend is recommended for the year ended 31st March, 2010. REVIEW OF OPERATION

The Companys turnover has increased from Rs. 26652.69 lacs for the year ended 31st March, 2009 to Rs. 41455.43 lacs for the year under review thus recording an increase of 55.54%. Profit after Tax for the Year under review is Rs. 193.96 lacs as against loss of Rs. 176.27 lacs in the previous year. The adverse effect of the Global crisis which started in mid 2008 continued during the first half of the period under review. The Company utilised the situation to introspect and fine tune its operations and to utilise resources to improve its competitiveness. Beginning from the 3rd quarter of the period under review, a revival in demand for textile products and the companys products, in particular, began to be seen and this trend has since continued. The retailers in the west had reduced inventories to very low levels and hence, now started purchasing to meet their sales and also to rebuild inventory. Additionally, the strong growth in the Indian economy together with better percolation of benefits to the bottom of the pyramid also brought increased demand for textiles. Your company was well positioned to exploit these developments and could achieve the growth in turnover. The developments on the cost front, however, were not favourable. Indias cotton crop in 2009-10 was quite satisfactory and total size was similar to the previous season. Globally however, the cotton crop size reduced. As a result, there was strong demand for Indian cotton in international markets and a huge quantity of cotton was exported from India. Thus, despite a good crop, the prices of cotton in the domestic market moved up and are approx. 15-20% higher than the previous year. Other input costs such as power, transportation etc., also went up due to increase in fuel prices and inflation thus taking costs up. Interest cost also increased as the RBI tightened monetary policy and the Government withdrew most of the stimulus measures.

FUTURE PROSPECT

Your Directors are happy to report that though, with a time lag, the process of passing on the costs in prices of finished goods could be done starting from February - March 2010. During April 2010, the Government of India has temporarily stopped export of raw cotton and waste. This was subsequently permitted for registered contracts and an export duty imposed. New exports would be permitted after October 2010. These measures promise an effort to ensure better availability of cotton for domestic industry.

Simultaneously, the Government has implemented a process of registration to monitor the export of cotton yarn. Further, Duty Entitlement Pass Book (DEPB) and Drawback, meant to reimburse the taxes/duties paid on inputs during the manufacture , of cotton yarn have been withdrawn. This has reduced competitiveness of export of cotton yarn. The cotton Crop for season 2010-11 is expected to be big on account of increase in area under cotton and expectations of better weather, both in India and globally. The Government of India is expected to declare a policy for export of raw cotton which will also ensure adequate availability for domestic industry. Further, The Ministry of Textiles has sought additional allocation for Textile Upgradation Fund Scheme (TUFS), indicating its desire to promote further investment and capacity growth in the industry. All these measures will definitely be positive for your Industry. The continuing growth in our economy will ensure a healthy growth in consumption of textile products in the domestic market. Also, the growth in our cotton crop vis-a-vis other major competing countries will ensure good export demand for Indian textile industry. Thus, your Directors are hopeful of a bright future of the textile industry in India. The Company is working on plans to be a part of this bright future. PUBLIC DEPOSIT

Your Company has not accepted any deposits during the year under review within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975. DIRECTORS

- Mr. D.P.Agarwal and Mr.K.L.Agarwal have resigned from the directorship of the Company with effect from 30-Sep-09 and 28-May-10 respectively. The Board places on record its appreciation for the contribution made by Mr. D.RAgarwal and Mr.K.L.Agarwal during their tenure as Directors.

Mr. Sushil Patwari, Mr. Mahendra Patwari and Mr. K.C.Purohit retire by rotation at the ensuing Annual General Meeting and all of them being eligible, have offered themselves for reappointment. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that :

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgements 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, 31st March, 2010, and the profit for that period.

3. The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. The Directors have prepared Annual Accounts on going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis are covered in a separate report annexed hereto and marked as Annexure "B".

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as part of this annual report and marked as Annexure "C". Requisite Certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report of Corporate Governance. Adequate steps to ensure compliance of all the mandatory provisions of Corporate Governance as provided in the Listing Agreements of the Stock Exchanges with which the Companys Shares are listed have been taken and your company has ensured its required compliance. AUDITORS

M/s. Das & Prasad, Chartered Accountants, Kolkata, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment for which company has received a requisite certificate to Section 224(1B) of the Companies Act, 1956 from M/s. Das & Prasad, the retiring Auditors of your Company regarding their eligibility for re-appointment as Auditors, and we recommend their re-appointment. AUDITORS REPORT

The observation made by the auditors in their Report together with Notes on Accounts are self explanatory and, therefore, do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Information pursuant to Section 2l7(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure -"A" to this report.

MODERNISATION AND RATIONALISATION PROGRAMME Modernisation and rationalisation programme is a continuous process in your company. During the year under review, the storage capacity has been increased. New plant and machinery have been installed to improve efficiency and quality and increase production of value added products. PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs.2.00 Lacs per month or Rs.24.00 Lacs per year. Hence, details required to be furnished in accordance with Sub Section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable. APPRECIATION

The Board of Directors place on record their sincere appreciation for the dedicated efforts, good understanding and support, and valuable contributions made by all our employees in achieving the excellent result for the year. They also wish to sincerely thank shareholders, customers and financial institutions including banks for their support and encouragement.

By order of the Board Place : Kolkata Sushil Patwari

Date : 28th May, 2010 Chairman



 
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