Nagreeka Capital & I Director Report

DEAR MEMBERS



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 March 31,2015.



Financial summary or highlights/Performance of the Company



FINANCIAL RESULT



2014-2015 2013-2014



(Rs. In lacs) (Rs. In lacs)



Revenue from operations 1691.15 1619.06



1691.15 1619.06



PBIDT 798.89 1532.22



Interest 2332.60 1247.43



Depreciation 2.26 2.34



PROFIT BEFORE TAXATION (1535.97) 282.45



Taxation 3920.19 10.01



Contingent Provisions against

Standard Assets (2.56) (9.59)



PROFIT AFTER TAXATION 2381.65 282.88



Profit Brought Forward from

Previous Year 1123.98 895.67



PROFIT AVAILABLE FOR APPROPRIATIONS 3505.63 1178.55



Transfer to Statutory Reserve - 54.57



APPROPRIATIONS



Income Tax on Dividend - -



Balance carried to Balance Sheet 3505.63 1123.98



3505.63 1178.55



DIVIDEND



With a view to augmenting the working capital requirements, your

Directors intend to plough back entire profit after tax in respect of

the year ended 31/03/2015. As such no dividend is recommended for the

year ended 31/03/2015.



REVIEW OF OPERATIONS



The Operating Income of the Company is derived from a mix of dividend

and securities trading income, supplemented by profit on sale of

investments. The total number of companies held in the equity / bond

portfolio of the Company as on 31st March, 2015, comprises of 268

Quoted and 11 Unquoted companies and mutual funds.



The Company''s total income for the year is Rs. 1691.15 Lacs and Profit

before Tax for the Year is Rs ( 1535.97 Lacs). In restructuring the

borrowings, interest cost has increased considerably. However in the

ongoing fiscal the benefit of recast will be enjoyed. Inventories has

increased multifold and the directors are confident that in the ongoing

fiscal trading will improve remarkably.



It is expected that the GDP for Financial Year ending 2015 will be in

the region of 7.4%. Although this is not a significant increase as

compared to Financial Year ended 2014, for which the GDP growth was

4.71%, the growth is in the positive direction. The economy will pick

up and therefore, it will have significant impact on the Financial

Sector. Your company operates in the financial sector and hence will be

benefitted.



Further, the Central Government is poised to encourage investments for

further stimulating the growth momentum. This step will again

positively impact your Company. However, inflation and fiscal deficit

will continue to pinch the financial sector. Your Directors are

confident of increasing the top line and Bottom line of your Company in

2015-16.



INDEPENDENT DIRECTORS DECLARATION



All Independent Directors have given declarations that they meet the

criteria of independence as specified under section 149(6) of the

Companies Act, 2013 and Clause 49 of Listing Agreement.



The Remuneration & Nomination Committee in consultation with the Board

has formulated the criteria for determining qualifications, attributes

and independence of Directors in terms of the provisions of Section 178

of the Companies Act, 2013 as further elaborated in the Corporate

Governance Report section.



Particulars of Directors and Key Managerial Personnel



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

appointed as such.



In accordance to the requirements of sec. 149(1) of the Companies Act,

2013, Ms. Surabhi Sanganeria, DIN 06987772, was appointed as an

Additional Director in the Board Meeting dated 13th November, 2014. Her

term of office expires at this ensuing Annual General Meeting. The

Company has received requisite notice in writing from a member

proposing Ms. Surabhi Sanganeria as an Independent Director.



The Company has received declaration from Ms. Sanganeria confirming

that she 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.



In view of the requirements of section 203 of the Companies Act, 2013,

Mr. Sushil Patwari is re-designated as the Chairman and Mr. Sunil

Patwari is appointed the new Managing Director of the Company, subject

to the members approval in the ensuing Annual General Meeting, with

effect from 01/06/2015 as decided vide Board Meeting dated 28/05/2015.



Mr. Vivek Mishra, Co. Secretary resigned and Mr. Somnath Chattopadhyay

joined with effect from November, 2014 as the new Co. Secretary.



Mr. Sanjeev Agarwal was appointed as the Chief Finance Officer vide

Board Meeting dated 29/05/2014. There is no other change in the office

of any Key Managerial Personnel.



COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES



The Company''s Policy relating to appointment of Directors, payment of

Managerial remuneration, Directors'' qualifications, positive

attributes, independence of Directors and other related matters as

provided under Section 178(3) of the Companies Act, 2013 is disclosed

in detail in the Corporate Governance Report and is attached to this

report.



INDEPENDENT DIRECTORS DECLARATION



MANAGEMENT DISCUSSION AND ANALYSIS



As per Clause 49 of the Listing Agreement entered into with the Stock

Exchanges the Management Discussion and Analysis in a separate report

is annexed hereto and marked as Annexure - "A".



CORPORATE GOVERNANCE & CSR



As per Clause 49 of the Listing Agreement entered into with the Stock

Exchanges, a separate report on Corporate Governance with Auditors

Certificate thereon is enclosed as part of this annual report and

marked as Annexure "B". Requisite Certificate from the Auditors of the

Company, namely M/s HR Agarwal & Associates, 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.



Number of meetings of the Board of Directors



The details of the number of meeting of the Board of Directors held

during the year forms part of the Corporate Governance Report. BOARD

EVALUATION



As recommended by the Nomination and Remuneration Committee, an

evaluation framework was adopted by the Board during the year. Pursuant

to the provisions of the Companies Act, 2013 and Clause 49 of the

Listing Agreement, the Board carried out an annual performance

evaluation of its own performance, the Directors individually as well as

of its various committees. After taking into consideration the feedback

of the Directors the overall Board Evaluation covered various aspects

more fully disclosed in the Corporate Governance section.



The performance evaluation of the Independent Directors was carried out

by the entire Board and the performance evaluation of the Chairman and

the Non-Independent director was carried out by the Independent

Directors at their separate meeting.



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 and loss 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.



TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

FUND



The Company transferred Rs. 1,99,849/- only on account of Unpaid/

Unclaimed Dividend of 2006-07 to the INVESTOR EDUCATION AND PROTECTION

FUND in terms of section 124(6) of the Companies Act, 2013 on

09/12/2014 and complied with the statute.



Material Orders & Changes



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.



There were no material changes and commitments effecting the financial

position of the Company occurring between 31st March, 2015 and the

reporting date.



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.



VIGIL MECHANISM / 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 Vigil Mechanism Policy. This policy is

explained in corporate governance report and also posted on the website

of company.



DISCLOSURE UNDER 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.



The following is a summary of Sexual Harassment complaints received and

disposed off during the year 2014-15:



No. of Complaints received : NIL

No. of Complaints disposed off : NIL



PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186

OF THE COMPANIES ACT, 2013



Your Company being an Non-Banking Finance Company, whose main objective

is investment in securities and the provisions of section 186(11)(b) of

the Companies Act, 2013 are not applicable. It may kindly be noted that

the Members of the Company has passed special resolution in the Annual

General Meeting dated 10th September, 2014 for making loans and

investments for an amount not exceeding Rs. 500 Crores only. The

investments of the Company are well within the sanctioned limits till

date.



AUDITORS AND SECRETARIAL AUDIT



STATUTORY AUDITORS



Pursuant to the provisions of Section 139 of the Companies Act, 2013

and the rules framed thereunder, M/s. H. R. Agarwal & Associates, (FRN

323029E), 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. H.

R. Agarwal & Associates, the retiring Auditors of your Company

regarding their eligibility for re-appointment as Auditors, and we

recommend their re-appointment.



SECRETARIAL AUDITOR



Pursuant to the provisions of Section 204 of the Companies Act, 2013

and rules made thereunder, the Company has appointed M/s. M. K. Sharma

& Associates, Company Secretary in Practice to undertake the

Secretarial Audit of the Company. The same is attached as Annexure "D"

and forms an integral part of this Report.



AUDITORS'' REPORT



There are no qualification, reservations or adverse remarks or

disclaimers in the Auditors and Secretarial Auditors Report and,

therefore, do not call for any further explanation under Section 134 of

the Companies Act, 2013.



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 herewith as Annexure "E".



CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING AND OUTGO



Being an investment company, the provisions regarding conservation of

energy and technology absorption are not applicable to the company.



There was no foreign exchange earnings and outgo during the period

under review.



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 Section 134 of the Companies Act, 2013

read with Companies (Accounts) Rules, 2014 are not applicable.



The information required pursuant section 197(12) and Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, in respect of the Employees of the Company is detailed separately

as Annexure "C" to the report.



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 : 28th May, 2015 Chairman & Managing Director