To, 

The Members, 

Nakoda Group of Industries Limited, Nagpur 

Your Directors are pleased to present the 10th Annual Report on the business and
operations of the Company and the financial results for the year ended 31st
March, 2023. 


1. FINANCIAL PERFORMANCE OF THE COMPANY: 


  

    

    
31.03.2023
    
31.03.2022
  
  

    
Particulars
    

    

  
  

    

    
In Rs.
    
In Rs
  
  

    
Income from Operations
    
54,60,29,984
    
59,62,26,757
  
  

    
Other Income
    
6,48,079
    
36,18,358
  
  

    
Total Revenue
    
54,66,78,063
    
59,98,45,115
  
  

    
Total Expenditure
    
53,48,54,763
    
55,13,90,063
  
  

    
Financial Costs
    
2,12,81,785
    
2,06,96,523
  
  

    
Depreciation
    
98,62,615
    
96,83,319
  
  

    
Profit Before Tax
    
1,18,23,300
    
1,80,75,210
  
  

    
Tax
    
27,07,475
    
10,94,527
  
  

    
Profit After Tax (Net Tax)
    
91,15,825
    
1,69,80,682
  


Your Company has a turnover of Rs. 54.60 Cr. in F.Y. 2022-23 as against the turnover of
Rs. 59.62 Cr. in the previous year. Net profit for the F.Y. 2022-23 stood at Rs. 0.91 Cr.
as against Rs. 1.69 Cr. in F.Y. 2021-22. 


2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: 

There are no significant material changes and commitments affecting financial position
of the company between 31st March, 2023 and the date of Board's Report. 


3. CHANGE IN NATURE OF BUSINESS: 

There has been no major change in the business of the company during the financial year
ended 31st March, 2023. 


4. DIVIDEND: 

The Board of Directors has approved Final Dividend Rs. 0.15/- (Rupees Fifteen Paisa
Only) per Share of Face Value of Rs. 10/- each on 1,11,34,500 Nos. of Equity Shares for
the Financial Year ended 31st March, 2023. The Final Dividend on 1,11,34,500
Nos. of Equity Shares of Rs. 10/- each Rs. 0.15/- (Rupees Fifteen Paisa Only) per Share
shall be Rs. 16,70,175/-. 


5. RESERVES AND SURPLUS: 

Entire profit of Rs. 91,15,825/-has been transferred to the Balance sheet under the
head of Reserves and Surplus in F.Y. 2022-23. 


6. MEETINGS: 

(i) BOARD MEETINGS:- 

During the year, 07 Board Meetings were held the details are as mentioned below: 


  

    
Sr. No. Date of Meeting
    
Total No of Directors as on Meeting
    
Attendance
  
  

    
1 25.05.2022
    
6
    
6
  
  

    
2 11.07.2022
    
6
    
6
  
  

    
3 23.08.2022
    
6
    
6
  
  

    
4 01.09.2022
    
6
    
6
  
  

    
5 17.10.2022
    
6
    
6
  
  

    
6 22.10.2022
    
6
    
5
  
  

    
7 20.01.2023
    
6
    
6
  



(ii) COMMITTEE MEETINGS: 


AUDIT COMMITTEE MEETINGS 



During the year, 05 Audit Committee Meetings were held the details are given as under: 


  

    
Sr. No. Date of Meeting
    
Total No of Directors as on Meeting
    
Attendance
  
  

    
1 18.04.2022
    
3
    
3
  
  

    
2 25.05.2022
    
3
    
3
  
  

    
3 11.07.2022
    
3
    
3
  
  

    
4 17.10.2022
    
3
    
3
  
  

    
5 20.01.2023
    
3
    
3
  


NOMINATION & REMUNERATION COMMITTEE MEETINGS 

During the year, 04 Nomination & Remuneration Committee Meetings were held the
details are given as under: 


  

    
Sr. No. Date of Meeting
    
Total No of Directors as on Meeting
    
Attendance
  
  

    
1 15.04.2022
    
3
    
3
  
  

    
2 06.06.2022
    
3
    
3
  
  

    
3 23.08.2022
    
3
    
3
  
  

    
4 08.12.2022
    
3
    
3
  


STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS 

During the year, 05 Stakeholders Relationship Committee Meetings were held the details
are given as under: 


  

    
Sr. No. Date of Meeting
    
Total No of Directors as on Meeting
    
Attendance
  
  

    
1 29.04.2022
    
3
    
3
  
  

    
2 13.05.2022
    
3
    
3
  
  

    
3 23.08.2022
    
3
    
3
  
  

    
4 08.12.2022
    
3
    
3
  
  

    
5 17.03.2023
    
3
    
3
  


RIGHT ISSUE COMMITTEE MEETINGS 

During the year, 03 Right Issue Committee Meetings were held the details are given as
under: 


  

    
Sr. No. Date of Meeting
    
Total No of Directors as on Meeting
    
Attendance
  
  

    
1 29.04.2022
    
3
    
3
  
  

    
2 13.05.2022
    
3
    
3
  
  

    
3 23.08.2022
    
3
    
3
  



7. COMPOSITION OF COMMITTEES: 


During the year, your directors have constituted following committees of the Board in
accordance with the requirements of the Companies Act, 2013. The composition, terms of
reference and other details of all Board level committees have been elaborated below: 


A. AUDIT COMMITTEE 

BRIEF DESCRIPTION AND TERMS OF REFERENCE 


The role and terms of reference of the Audit Committee have been updated to be in line
with Section 177 of the Companies Act, 2013 besides other terms as may be referred by the
Board of Directors. The said Committee reviews reports of the Statutory Auditors and
Internal Auditors periodically to discuss their findings and suggestions, internal control
system, scope of audit, observations of the auditors and other related matters and reviews
major Accounting policies followed by the Company. 


COMPOSITION AND MEETING: 


Composition of Audit Committee as on 31st March, 2023: 


  

    
Name of Directors
    
Status
    
Nature of Directorship
    
Number of Meetings held during the Financial Year
    2022-23
  
  

    

    

    

    
Held
    
Attended
  
  

    
Mr. Vijay Giradkar
    
Chairman
    
Independent Director
    
5
    
5
  
  

    
Mr. Dahyalal Prajapati
    
Member
    
Independent Director
    
5
    
5
  
  

    
Mr. Sandeep Jain
    
Member
    
Independent Director
    
5
    
5
  



Note: - Mr. Vijay Giradkar has resigned on 29.07.2023 and Mr. Hemraj Dekate was
appointed as Additional Non - Executive Independent Director W.e.f. 29.07.2023 in the
company. 


B. NOMINATION AND REMUNERATION COMMITTEE 

BRIEF DESCRIPTION AND TERMS OF REFERENCE 


The objective of Nomination and Remuneration Committee is to assess the remuneration
payable to the Managing Director/Whole Time Directors; sitting fee payable to the
Non-Executive Directors; remuneration policy covering policies on remuneration payable to
the senior Executives. 


COMPOSITION: 



  

    
Name of Directors
    
Status
    
Nature of Directorship
    
Number of Meetings held during the Financial Year
    2022-23
  
  

    

    

    

    
Held
    
Attended
  
  

    
Mr. Vijay Giradkar
    
Chairman
    
Independent Director
    
4
    
4
  
  

    
Mr. Sandeep Jain
    
Member
    
Independent Director
    
4
    
4
  
  

    
Mr. Dahyalal Prajapati
    
Member
    
Independent Director
    
4
    
4
  



Note: - Mr. Vijay Giradkar has resigned on 29.07.2023 and Mr. Hemraj Dekate was
appointed as Additional Non - Executive Independent Director W.e.f. 29.07.2023 in the
company. 


NOMINATION AND REMUNERATION POLICY 


The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The policy also lays down criteria for selection and appointment of Board Members. The
details of this policy are given below:- 


Criteria and Qualification for Nomination & Appointment 


The Committee shall identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management level
and recommend to the Board his/her appointment. A person should possess adequate
qualification, expertise and experience for the position he/she is considered for
appointment. The Committee has discretion to decide whether qualification, expertise and
experience possessed by a person is sufficient/ satisfactory for the concerned position. 

The Company shall not appoint or continue the employment of any person as Whole time
Director who has attained the age of seventy years. Provided that the term of the person
holding this position may be extended beyond the age of seventy years with the approval of
shareholders by passing a special resolution based on the explanatory statement annexed to
the notice for such motion indicating the justification for extension of appointment
beyond seventy years. 


Policy on Remuneration 


The Company's Remuneration policy considers human resources as its invaluable assets.
The Remuneration policy for all the employees are designed in a way to attract talented
executives 

and remunerate them fairly and responsibly, this being a continuous ongoing exercise at
each level in the organization. The Remuneration of Directors should be in accordance with
the provisions of the Companies Act, 2013 read with Schedule-V of the companies Act, 2013
as amended from time to time. 



To ensure that the level and components of remuneration is reasonable and sufficient to
attract, retain and motivate Directors, KMP and other employees of the quality required to
run the Company successfully. 

No director/KMP/other employee are involved in deciding his or her own remuneration.
The trend prevalent in the similar industry, nature and size of business are kept in view
and given due weight age to arrive at a competitive quantum of remuneration. 

It is to be ensured that relationship of remuneration to the performance is clear &
meets appropriate performance bench marks which are unambiguously laid down and
communicated. 

Improved performance should be rewarded by increase in remuneration and suitable
authority for value addition in future. Provisions of all applicable laws with regard to
making payment of remuneration to the Board of Directors, KMP and Senior Management, as
maybe applicable from time to time, shall be complied. 

Whenever, there is any deviation from the Policy, the justification/reasons should also
be indicated/ disclosed adequately. 


Managing Director and Executive Directors 


The Company remunerates its Managing Director and Executive Director's by way of
salary, perquisites and allowances, Performance Bonus etc. Remuneration is paid within the
limits recommended by the Nomination & Remuneration Committee and the Board and as
approved by the shareholders within the stipulated limits of the Companies Act, 2013 and
the Rules made there under. The remuneration paid to the Managing Director and the
Executive Director's is determined keeping in view the industry benchmark and the relative
performance of the Company to the industry performance. 


Non-executive Directors 


Your Company has paid sitting fees to them for attending the meeting of the Board as
per the provisions of the Companies Act, 2013 and the rules made there under. The Company,
however, reimburses the expenses incurred by the Non Executive Directors to attend the
meetings. 


Key Managerial Personnel and other senior employees 


The remuneration of KMP and other employees largely consists of basic salary,
perquisites, and allowances. Perquisites and retirement benefits are paid according to the
Company policy. The components of the total remuneration vary for different grades and are
governed by the industry pattern, qualification & experience/merits, performance of
each employee. The Company while deciding the remuneration package takes into
consideration current employment scenario and remuneration package of the industry and its
peer group. 


C. STAKEHOLDER'S RELATIONSHIP COMMITTEE BRIEF DESCRIPTION AND TERMS OF REFERENCE 


The Board has delegated the powers to a committee to approve transfer/transmission of
shares, considering and resolving the grievances, to oversee the performance of the
Registrar & Share Transfer Agent, Oversee the implementation and compliance of the
Code of Conduct adopted by the Company for prevention of Insider Trading and to attend all
other matters related thereto: 


COMPOSITION: 


Composition of Stakeholder's Relationship Committee as on 31st March, 2023: 




  

    
Name of Directors
    
Status
    
Nature of Directorship
    
Number of Meetings held during the Financial Year
    2022-23
  
  

    

    

    

    
Held
    
Attended
  
  

    
Mr. Vijay Giradkar
    
Chairman
    
Independent Director
    
4
    
4
  
  

    
Mr. Sandeep Jain
    
Member
    
Independent Director
    
4
    
4
  
  

    
Mr. Dahyalal Prajapati
    
Member
    
Independent Director
    
4 4
    

  



Note: - Mr. Vijay Giradkar has resigned on 29.07.2023 and Mr. Hemraj Dekate was
appointed as Additional Non - Executive Independent Director W.e.f. 29.07.2023 in the
company. 


D. RIGHT ISSUE COMMITTEE 

Name of Status Nature of Number of Meetings held during the Directors Directorship
Financial Year 2022-23 


Held Attended Mr. Pravin Chairman Managing Director 3 3 Choudhary Mr. Jayesh Member
Whole Time 3 3 Choudhary Director Mr. Vijay Member Independent 3 3 Giradkar Director 


Note: - Mr. Vijay Giradkar has resigned on 29.07.2023 and Mr. Hemraj
Dekate was appointed

as Additional Non - Executive Independent Director W.e.f. 29.07.2023 in the company.


8. DIRECTORS AND KEY MANAGERIAL PERSONS:

A. COMPOSITION OF THE BOARD:



  

    
Sr. No.
    
Name of Director
    
Designation
    
Date of Appointment
    
Date of Resignation
  
  

    
1
    
Mr. Pravin N. Choudhary
    
Managing Director
    
10.02.2017
    
N.A.
  
  

    
2
    
Mrs. Kokila A. Jha
    
Women Director
    
02.02.2022
    
N.A.
  
  

    
3
    
Mr. Jayesh P. Choudhary
    
Whole Time Director
    
06.06.2017
    
N.A.
  
  

    
4
    
Mr. Vijay K. Giradkar
    
Independent Director
    
30.03.2021
    
29.07.2023
  
  

    
5
    
Mr. Sandeep Jain
    
Independent Director
    
06.01.2020
    
N.A.
  
  

    
6
    
Mr. Rahul Mohadikar
    
Independent Director
    
08.03.2019
    
16.08.2022
  
  

    
7
    
Mr. Dhayalal Prajapati
    
Independent Director
    
23.08.2022
    
N.A.
  
  

    
8
    
Mr. Hemraj Dekate
    
Independent Director
    
29.07.2023
    
N.A.
  
  

    
A. COMPOSITION OF KEY MANAGERIAL PERSONNEL:
  
  

    
The details of the Key Managerial personnel of the Company
    are as tabled below:
  
  

    
Sr. No.
    
Name of Director
    
Designation
    
Date of Appointment
    
Date of Resignation
  
  

    
1.
    
Ms. Sakshi Tiwari
    
Chief Financial Officer
    
10.02.2017
    
N.A.
  
  

    
2.
    
Mr. Sagar Darra
    
Company Secretary & Compliance Officer
    
13.07.2023
    
N.A
  
  

    
3.
    
Mr. Pratul B. Wate
    
Company Secretary & Compliance Officer
    
01.07.2017
    
13.07.2023
  



9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS: 


The Company has received declarations from all the Independent Directors of the Company
as per the provisions of Section 149 subsection (7) of the Companies Act, 2013, confirming
that they meet the criteria of independence as prescribed both under Section 149
sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Companies (Appointment
and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and
Disclosures Requirement) Regulations, 2015. 


RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S

REMUNERATION: 


Ratio of the Remuneration of each Director to the Median Employee's Remuneration for
the Financial Year ended on 31st March, 2023 is enclosed to this report and marked as
"Annexure I". 


10. RELATED PARTY TRANSACTIONS: 


All transactions entered into with related parties as defined under the Companies Act,
2013 during the financial year 2022-23 are placed before the Audit Committee for the
review and approval. Prior omnibus approval is obtained for related party transactions
which are repetitive in nature. All the related party transactions entered into by the
company with related parties during the financial year 2022-23 under review were in the
ordinary course of business and on an arm's length pricing Basis and the same are
disclosed in financial statements and the same were in compliance with the applicable
provisions of the Companies Act, 2013 read with the relevant rules made there under and
the Listing regulations. Appropriate approvals have been taken for related party
transactions from the Board and Audit Committee. Members may check all the related party
transactions done during the financial year 2022-23, which mentioned in the audit report
and the same are placed before the members for their confirmation. Form AOC-2 is also
attached below. Suitable disclosure as required by the Accounting Standard (AS 18) has
been made in the notes to the Financial Statements.