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Directors Report of Nagreeka Exports Ltd.

Mar 31, 2016

TO THE MEMBERS

The Directors have pleasure in presenting the 27th Annual Report on the affairs of your Company together with the Audited Statements of Account for the Year ended March 31, 2016.

FINANCIAL RESULT

2015-2016 (Rs. In lacs)

2014-2015 (Rs. In lacs)

Revenue from operation

49221.54

47252.66

Other Income

641.22

49862.76

586.89

47839.56

PBIDT

2910.64

3171.36

Interest

1928.87

2112.77

Depreciation

630.08

606.85

PROFIT BEFORE TAXATION

351.69

451.74

Adjustment of Tax

-97.76

53.29

PROFIT AFTER TAXATION

253.93

505.03

Profit Brought Forward from Previous Year

2303.64

1798.61

PROFIT AVAILABLE FOR APPROPRIATIONS APPROPRIATIONS

2557.57

2303.64

Balance carried to Balance Sheet

2557.57

2557.57

2303.64

2303.64

DIVIDEND

Your Directors do not recommend for payment of any dividend for the year ended 31st March, 2016 keeping in view the working capital requirement and ongoing capital expenditure.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a sum of Rs. 2,80,529/-, relating to Unpaid/ Unclaimed Dividend for the Financial Year 2007-08, to the Investor Education and Protection Fund in terms of section 124(6) of the Companies Act, 2013 on 04/12/2015.

PERFORMANCE REVIEW

The year 2015-16 has been a difficult one for the Textile Industry. Low prices of oil and commodities kept price of cotton and fibres subdued. China continue to import less of cotton and cotton yarn. The Euro Zone remaned slow and as such demand and prices of cotton yarn stayed low. even thow price of cotton fibre also stayed moderate for most of the year, there was pressure on conversion mergins as operating cost continued to increase.

The Company has managed thiese to grow volumes to acheive an increase in turnover from Rs. 47252.66 lacs in the prevcious year to Rs. 49221.54 lacs the year under review.

The poor monsoon of 2015-16 reduced yeild and size of cotton crop in India. The prices of raw cotton are presently at very high level. The monsoon for 2016-17 are predicted to be good, hence inspite of reduced area better yeilds should result in a bigger crop and this augurs well for the industry and your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Article of Association of the Company, Mr. Sunil Patwari, DIN 00024007, is liable to retire by rotation and being eligible offers himself to be re-appointed. The company has received declaration from the Director specifying his eligibility to be re-appointed as such.

Mr. Sushil Patwari’s office of Executive Chairman is upto 30/09/2016. He is proposed to be re-appointed for a period of 5 years w.e.f. 01/10/2016.

In accordance with the requirements of Section 161(1) of the Companies Act, 2013, read with relevant provisions of Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Debabrata Das Choudhary, DIN 07479334, was appointed as an Additional Director in the Board Meeting dated 25th May, 2016. His term of office expires at this ensuing Annual General Meeting. He is proposed to be appointed as a regular director liable to retire by rotation. The Company has received requisite notice in writing from a member proposing Mr. Debabrata Das Choudhary as a Director in the forthcoming Annual General Meeting.

During the year, Mr. Kailash Chandra Purohit resigned from the Directorship of the Company with effect from 25th May, 2016. The Board appreciates the contributions of Sri Kailash Chandra Purohit during his tenure as a Director of the Company.

The brief resume of the directors seeking appointment/re-appointment in the forthcoming Annual General Meeting in pursuance of relevant provisions of the Companies Act, 2013 and Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the Annual General Meeting Notice.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND PAYMENT OF REMUNERATION

The Company’s Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, attributes of independence of Directors and other related matters provided under Section 178(3) of the Companies Act, 2013 are covered in Clause 3 of the Corporate Governance Report which forms part of this report. Further, information about element of remuneration package of Individual Director is provided in the extract of the Annual Return as provided under Section 92(3) of the Companies Act,2013, and is enclosed as Anexure - C, in the prescribed Form MGT9 and forms part of this report. It is also available on the website of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors fulfill the criteria of independence specified in Section 149 (6) of the Companies Act, 2013 and Rules made there-under and meet with requirement of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors of the Company have filed their declaration with the Company at the beginning of the Financial Year 2016-17 affirming that they continue to meet the criteria of Independence as provided in Section 149(7) of the Companies Act, 2013 in respect of their position as an “Independent Director of the Company”.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis in a separate report is annexed hereto and marked as Annexure - “B”.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance, with Auditors Certificate thereon, is enclosed as part of this Annual Report and marked as Annexure “C”. Requisite Certificate from the Auditors of the Company, namely M/s Das & Prasad, regarding compliance of Corporate Governance as stipulated under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges on which the Company’s Shares are listed, have been taken and your company has continued good corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, a detailed report on Corporate Social Responsibility (CSR) is given under Corporate Governance, which forms part of this report. Your Directors are proud to be part of such noble initiative.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors have met four times and Independent Directors met separately once during the year ended 31st March, 2016. Further the details of the meeting of the Board of Directors held during the year forms part of the Corporate Governance Report.

BOARD EVALUATION

Under the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Performance Evaluation of the Board, its’ Committees and Individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and Self Evaluation.

Directors who were designated, held separate discussion with each of the Directors’ of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every Director was evaluated in the meeting of the Nomination and Remuneration Committee. The meeting of the Nomination and Remuneration Committee also reviewed the performance of the Executive Directors and Managing Director on goals (quantitative and qualitative) set.

A separate meeting of the Independent Directors was convened, which reviewed the performance of the Board as a Whole, the Non-Independent Directors and the Chairman. After the Annual Independent Directors meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board’s Chairman, covering performance of the Board as a whole, performance of the Non-Independent Directors and the Board Committees. The results of the evaluation are satisfactory and adequate and meets the requirements of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3)( c) of the Companies Act, 2013 and based on the representations received from the management, the directors hereby confirm having :

(a) followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

(b) 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 of the company for that period;

(c) 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) prepared the annual accounts on a going concern basis; and

(e) laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES EFFECTING THE COMPANY

There were no material changes and commitments effecting the financial position of the Company have occurred between 31st March, 2016 and the reporting date.

There were no significant and material orders passed by any regulators or courts or tribunal impacting the going concern status and company’s operations in future.

DEPOSITS

Your Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly no amount was outstanding as on the date of Balance Sheet.

WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a WHISTLE BLOWER POLICY. This policy is explained in corporate governance report and also posted on the website of the Company.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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, Contractual, Temporary, Trainees) are covered under this Act.

There were no complaints received during the period under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees or Investments covered under section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements.

STATUTORY AUDITORS

At the Annual General Meeting held on 28th September, 2015 M/s. Das & Prasad (FRN 303054E), Chartered Accountants, Kolkata were appointed as the Statutory Auditors to hold office till the conclusion of the Annual General Meeting to be held in 2017. In terms of the provisions of Section 139 of the Companies Act, 2013 the appointment shall be placed for ratification by the shareholders.

AUDITORS’ REPORT

During the year under review, there are no qualification, reservations or adverse remarks or disclaimers in the Statutory Auditors Report and, therefore, do not call for any further explanation under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/ s M.K. Sharma & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. Their report is attached as Annexure “E” and forms an integral part of this Report. As evident from the Annexure, the report being an unqualified one, does not call for any explanation under Section 134 of the Companies Act, 2013.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report issued for 2014-15 by M/s. VJ Talati & Co., Cost Accountants, was filed with the MCA Portal. As per the recommendations of the Audit Committee, M/s. VJ. Talati & Co., Cost Accountants, were re-appointed as Cost Auditors for issuing Cost Audit Report of the Company for the F.Y. 2015-16.

ANNUAL RETURN EXTRACT

Pursuant to sec. 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the details forming part of extract of the annual return in Form No. MGT - 9 is Annexed hereto as Annexure “F”.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of Companies (Accounts) Rules, 2014 is given in Annexure -”A” to this report.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs. 5 Lacs per month or Rs. 60 Lacs per year. Hence, details required to be furnished in accordance with Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.

The information required pursuant section 197 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the Employees of the Company is detailed separately as Annexure D to the report.

LISTING AGREEMENT

On September 2, 2015 the Securities and Exchange Board of India (SEBI) issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015] effective from December 1, 2015. Accordingly the company has since entered into uniform listing agreement with both National Stock Exchange of India Limited and Bombay Stock Exchange Ltd.

APPRECIATION

Your Directors 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, cooperation 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 and look forward to the same in future endeavors.

By order of the Board

Place: Kolkata Sushil Patwari

Date: 25th May, 2016 Chairman


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, 2012

The Directors have pleasure in presenting the 23rd Mnnual Report on the affairs of your Company together with the Audited Statements of Account for the year ended 31st March, 2012.

FINANCIAL RESULT

2011-2012 2010-2011 (Rs. In lacs) (Rs. In lacs)

Revenue from operation 49567.05 55835 02

Other Income 186.20 96.61

49753.25 55931.63

P8IDT 2555.37 2989.51

Interest 1743.03 1291.86

Depreciation 692.36 665.35

PROFIT BEFORE TAXATION 119.98 1032.30

Taxation (97.32) 416.67

PROFIT AFTER TAXATION 217.30 615.63

Profit Brought Forward from

Previous Year 799.26 256.51

PROFIT AVAILABLE FOR _ _

APPROPRIATIONS 1016.56 872.14

APPROPRIATIONS

Proposed Dividend — 62.50

Income Tax on Dividend — 10.38

Balance carried to Balance Sheet 1016.56 799.26

1016.56 872.14

DIVIDEND

Your Directors intend to plough back entire profit after tax for the year ended 31st March, 2012, for meeting working capital requirement and Capital expenditure on plant upgradation and new projects. As such, no dividend is recommended for the year ended 31st March, 2012.

REVIEW OF OPERATION

During the financial year under review the company has achieved turnover of Rs.49567.05 Lacs against Rs.55835.02 Lacs for the previous year. The profit after tax is also lower at Rs.217.30 Lacs against profit after tax of Rs. 615.63 Lacs in the previous year. The changes in Govt, policy with regard to export of cotton and cotton yarn which occurred between January-March 2011 had tremendous effect on the entire cotton yarn spinning industry. The ban on export of cotton yam between January-March, 2011, resulted in increase of cotton yarn inventory with spinners. Simultaneously the effect of fluctuating policy for export of raw cotton resulted in prices of raw cotton shooting up between January - March 2011 and thereafter crashing within a very short time in the month of April and May, 2011 by nearly 50% of peak levels. This crash of raw material prices resulted in huge value loss on the inventory on raw material with spinners. This drop in prices together with the rush to liquidate stock of cotton yarn during April - May, 2011 also brought down prices of cotton yarn by approx. 30-40% resulting in huge loss in finished goods inventors. This double whammy on raw material and finished goods significantly eroded the capital of the spinning industry. Your company also suffered on account of these events. Additionally the economic crisis in the euro zone resulted in a recession in demand in Europe for textile products. The Global event also increased volatility in commodity markets and currency markets which was reflected in wide fluctuations in USD / INR exchange rates.

The cost of power has been continuously increasing during the year. The cost has increased by nearly 15%. Interest rates in the Indian economy have also been going up and during this year there was an increase of approx.1.25% per annum in the base rate. The cost of working capital borrowing also increased significantly. Rising inflation also resulted in increase of other inputs and costs.

Your company has taken on all challenges and after putting in best efforts we have been able to mitigate the effects of these negative developments to achieve results mentioned above.

FUTURE PROSPECT

The future prospects of the company are closely linked with the fortunes of the cotton textile industry. The consumption of cotton textile within India will still grow, although at a slower rate in view of the reduced growth rate of GDP (6.5%). The depreciation of Indian rupee has also improved India's competitiveness in the export market vis-a-vis China, Bangladesh etc. Further as and when the situation of US & Europe improves there should be also increase in business from these countries.

The fortunes of the cotton textile industry depends lot on the availability of quality cotton at competitive prices. The current state of the rnonsoon in India has created some uncertainty on this account and the actual effect will be known only when the new cotton season starts during October/November, 2012.

The restructured TUF Scheme has been announced with greater focus on technical textile while maintaining incentives for traditional sector. Additionally, the Maharashtra Govt has announced new textile policy offering interest subsidy and capital subsidy in some location in addition to TUF.

The company is in advanced stage of implementing the cotton yarn dyeing and bleaching project at Kagal, Kolhapur at a project cost of Rs.73.05 crores. The project will be operational during quarter January to March 2013. Further, the company is working on projects to increase spinning capacity and enter into weaving activity.

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. Sushil Patwari, Mr. M. P. Periwal and Mr. M. K. Ggra 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, 2012, 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

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 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

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 : 26th May, 2012 Chairman


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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