Directors Report of Naga Dhunseri Group Ltd.

Mar 31, 2025

We have pleasure in presenting the 107th Annual Report together with Audited Financial Statements of the Company for the
Financial Year ended 31st March, 2025.

('' in Lakhs)

1. Financial Results

Particulars	Standalone		Consolidated
	For the Year Ended		For the Year Ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from operations	3,674.58	2,940.35	7,040.28	2,907.44
Other income	0.03	1.46	90.71	1.46
Toatl Income	3,674.61	2,941.81	7,130.99	2,908.90
Expenses	354.38	289.31	5,761.12	289.31
Profit before tax and exceptional items	3,320.23	2,652.50	1,369.87	2,619.59
Exceptional Item	36.31	-	36.31
Profit before tax	3,356.54	2,652.50	1,406.18	2,619.59
Tax expense	961.01	290.42	643.99	290.42
Profit for the year Before Associate	2,395.53	2,362.08	762.19	2,329.17
Share income from Assocaite	-	-	1,960.03	1,054.99
Profit for the year	2,395.53	2,362.08	2,722.22	3,384.16
Other comprehensive income/(loss)	652.31	6,768.92	4,038.25	11,996.65
Total comprehensive income for the year	3,047.84	9,131.00	6,760.47	15,380.81
Earnings per share (of Rs 10/- Each Basic and Diluted (Rs.)	239.55	236.21	272.22	338.42

2. Operations

The Company’s principal business is dealing in Shares & Securities. The income of the Company during the year under
review mainly comprised of Dividend Income, Profit on Sale of Shares and Securities. The Company also have rental
income. During the year under review, the Company’s Standalone Net Profit recorded at '' 2,395.53 Lakhs as compared to
'' 2,362.08 Lakhs during the previous year.

3. Dividend

The Directors are pleased to recommend a dividend @ of '' 2.50 per equity share (25.00%) of '' 10/- each for the Financial
Year ended 31st March, 2025, subject to approval of the Shareholders at the ensuing Annual General Meeting to be held
on 14th August, 2025. The total outflow on account of dividend for 2024-25 is '' 25 Lakhs subject to deduction of tax at
source as per the provisions of the Income Tax Act, 1961.

4. Transfer to Statutory Reserve Fund

A sum of '' 2,536.83 Lakhs was transferred to statutory reserve for the Financial Year 2024-25 as required under Section
45-IC of the Reserve Bank of India Act, 1934.

5. Transfer to General Reserve

No amount was transferred to General Reserve for the Financial Year 2024-25.

6. Share Capital

The Authorized Share Capital of the Company is '' 2,50,00,000/- divided into 25,00,000 equity shares of face value of
'' 10/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March, 2025 is '' 1,00,00,000/- divided into
10,00,000 equity shares of face value of '' 10/- each.

7. Subsidiary and Associate Company

During the year under review, Company has purchased 48,09,59 equity shares of M/s. Dhunseri Tea & Industries Limited
(“DTIL”) from M/s. Dhunseri Investments Limited (“DIL”), representing approximately 45.77% of the issued and paid up
share capital of DTIL. As a result, the Company currently hold 54.56% stake in DTIL, making it the Subsidiary of the
Company.

DTIL’s wholly owned subsidiaries outside India as on 31st March, 2025 are as under:

i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL)

ii) Makandi Tea & Coffee Estates Ltd (MTCEL)

iii) Kawalazi Estate Company Ltd (KECL)

iv) A.M. Henderson & Sons Ltd. (AMHSL)

v) Chiwale Estate Management Services Ltd (CEMSL)

vi) Dhunseri Mauritius Pte Ltd (DMPL)

vii) Ntimabi Estate Ltd (NEL)

The entire share capital of the aforesaid subsidiaries i.e., AMHSL, CEMSL & NEL is held by MTCEL and that of MTCEL,
KECL and DMPL is held by DPTPL and the entire share capital of DPTPL (Wholly Owned Subsidiary) is held by DTIL.

Pursuant to Section 2(6) of the Companies Act, 2013, the Company has an Associate Company as on 31st March, 2025,
i.e. M/s. Dhunseri Investments Limited (“DIL”).

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement in Form AOC- 1, containing the
salient features of the Financial Statements of the Company’s Associate is attached to the Financial Statements of the
Company.

Pursuant to provisions of Section 136 of the Companies Act, 2013 the Financial Statements (Standalone & Consolidated) of
the Subsidiary Company are available on the website of the Company.

8. Non-Banking Financial Companies (NBFC) Public Deposits Directions

With reference to Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 issued
by the Reserve Bank of India, the Board of Directors of the Company has confirmed by passing a Resolution by Circulation
that the Company has neither invited nor accepted any Deposits from the Public during the Financial Year 2024-25. The
Company does not intend to invite or accept any Public Deposits during the Financial Year 2025-26.

9. Directors’ Responsibility Statement

Based on the framework of Internal Controls and Compliance Systems established and maintained by the Company, the
work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the
Audit Committee of the Board, the Board is of the opinion that the Company’s Internal Financial Controls were adequate
and effective during the Financial Year 2024-25. Accordingly, pursuant to Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, the Directors of your Company confirm:-

(a) That in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with
proper explanation relating to material departures;

(b) That they 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 and of the profit and loss of the Company for that period;

(c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) That they have prepared the annual accounts on a going concern basis;

(e) That they have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

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

10. Directors & Key Managerial Personnel(KMP)
a. Director:

Mr. Bhanwar Lal Chandak (DIN: 00057273) and Mr. Anil Bhutoria (DIN: 00705794) were appointed as Non-Executive
Independent Director of the Company w.e.f 29th May, 2024 in the Annual General Meeting held on 23rd August, 2024.

The second tenure of Independent Directorship of Mr. Indra Kishore Kejriwal, Mr. Rajeev Rungta & Mr. Gobind Ram
Goenka were completed on 30th September, 2024.

Additionally, at the Board Meeting held on 1st October, 2024, Mr. Rajendra Kumar Gupta (DIN:00012336) was
appointed as an Additional Director (in the category of Non-Executive Independent Director) of the Company w.e.f
1st October, 2024 subject to the approval of the shareholders of the Company. Subsequently, Mr. Rajendra Kumar
Gupta’s appointment as the Independent Director of the Company for a period of five years w.e.f 1st October, 2024
was approved by the shareholders through Postal Ballot on 7th November, 2024.

Mr. Mrigank Dhanuka (DIN: 00005666), Non-Executive Non-Independent Director has resigned from the Directorship
and was appointed as an advisor to the Board at the Board Meeting held on 14th February, 2025 with immediate effect.

There were no changes in the Board of Directors of the Company during the Financial Year 2024-25, except as
mentioned above.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles
of Association of the Company, Mr. Chandra Kumar Dhanuka (DIN: 00005684), Non-Executive Director, retires by
rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment as a Director of
the Company. The proposal for his re-appointment is included in the Notice of AGM which forms a part of this
Annual Report.

Section 149(13) states that the provisions of Sub-section (6) and (7) of Section 152 of the Companies Act, 2013,
relating to Retirement of Directors by rotation shall not be applicable to the Independent Directors.

In the opinion of the Board, the Independent Directors on the Board of the Company are persons with integrity,
expertise and experience relevant to the operation of the Company and that they all have qualified in the online
proficiency self-assessment test conducted by the prescribed institute.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the
Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies
Act, 2013, and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 that they are independent of the
Management.

As per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have
registered themselves in the databank of Independent Directorship as per Rule 6(1) of the Companies (Appointment
and Qualifications of Directors) Rules, 2014 of the Companies Act, 2013.

None of the Directors of the Company are disqualified as per Section 164(2) of the Companies Act, 2013 and rules
made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary
disclosures to as required under provisions of Section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company’s
Code of Conduct policy for the Financial Year 2024-25.

b. Key Managerial Personnel (KMP):

Mr. Hari Prasad Bhuwania, Chief Executive Officer whose term of appointment ended on 28th February 2025, was
re-appointed as Chief Executive Officer of the Company from 1st March, 2025 till 28th February, 2026.

Ms. Nidhi Khaitan, Company Secretary and Compliance Officer has resigned from her post with effect from close of
business hours on 8th April, 2025.

At the Board Meeting held on 23rd May, 2025, Ms. Sakshi Agarwal was appointed as Company Secretary and
Compliance Officer of the Company in place of Ms. Nidhi Khaitan with immediate effect.

Except for above there were no changes in KMPs during the year under review.

11. Number of Meetings of the Board

The Board met five times during the Financial Year 2024-25. The details have been provided in the Corporate Governance
Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, which is annexed to this Report as “Annexure A”.

12. Annual Performance Evaluation

The Independent Directors at a separate meeting held on 3rd February, 2025, in absence of the Non-Independent Directors
and Management, considered / evaluated the performance of the Board as a whole, performance of the Chairman and
other Non-Independent Directors.

On the basis of parameters formulated by the Nomination and Remuneration Committee of the Board, a self-assessment
questionnaire forms were sent for evaluation of the Board, the Committees, Director and the Chairman.

The Board at its Meeting held on 14th February, 2025, evaluated the performance of the Board, the Committees and each
of the Directors including Independent Directors excluding the Directors being evaluated. The Board also reviewed the
performance of the Chairman. The Board was unanimous that the performance of the Board as a whole, its Committees
and the Chairman was satisfactory.

13. Policy on Directors’ Appointment and Remuneration and other details

The Company’s Policy on Directors’ appointment and remuneration and other matters as required under Section 178(3) of
the Companies Act, 2013, is placed on the website of the Company and other related details has been disclosed in the
Corporate Governance Report, which forms part of this report as “Annexure A”.

14. Committees

The Board has constituted various Committees in accordance with the requirement of the Companies Act, 2013, SEBI
(Listing Obligation and Disclosure Requirements) 2015 and other applicable Laws. The Company has the following
Committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Share Transfer Committee

E) Corporate Social Responsibility Committee

F) Internal Complaint Committee

Details of all the above Committees along with the Composition and Meetings held during the year under review are
provided in the Report on Corporate Governance forming part of this Report as “Annexure A”.

15. Auditors
Statutory Auditor

Pursuant to provision of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014, M/s Dhandhania & Associates, Chartered Accountants (FRN: 316052E) were
re-appointed as the Statutory Auditor of the Company for a further period of 5 (five) years to hold office from conclusion of
the 104th Annual General Meeting (AGM) of the Company held on 30th August, 2022 till the conclusion of 109th AGM of
the Company.

The Statutory Auditors’ Report is self-explanatory and does not contain any qualifications, reservations or adverse remarks
or disclaimer and have been annexed to the Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s. Sushil Tiwari & Associates, Company Secretaries (Firm
Registration No. S1996WB016900) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit
for the Financial Year 2024-25.

Secretarial Audit Report is annexed as “Annexure-B” to this Report. There are no qualifications, observations, adverse
remark or disclaimer in the said report.

16. Risk Management

The Company being a Non-Banking Financial Company is primarily engaged in the business of making Investments in
Shares and Securities. The Management constantly monitors the capital market risks and systematically addresses them
through mitigating actions on a continuous basis. The Audit Committee has additional oversight in the area of Financial
Risks and Internal Controls.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and
Analysis which forms part of this Report.

17. Particulars of Loans, Guarantees and Investments

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,
2013 have been disclosed in the Financial Statements.

18. Transactions with Related Parties

All Contracts/ Arrangements/ Transactions entered by the Company during the Financial Year with Related Parties were in
the ordinary course of business and on an arm’s length basis. They were on similar terms as per the terms and conditions
of the agreements entered into between the parties. None of the transactions with any of the related parties was in conflict
with the Company’s interest.

Particulars of Contracts or arrangements entered into with related parties during the year pursuant to the provisions of
Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form
AOC-2 and the same forms part of this Report.

Your Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the
Audit Committee and the Board of Directors were taken wherever required in accordance with the Policy.

During the year, the Company has entered into material related party transaction at an arm’s length basis with Dhunseri
Investments Limited (“DIL”). The Company has sold 30,78,759 equity shares of Dhunseri Ventures Limited (“DVL”),
constituting 8.79% of the total issued and paid up capital of DVL to DIL and has acquired 48,09,595 equity shares of
Dhunseri Tea & Industries Limited (“DTIL”) representing approximately 45.77% of the issued and paid up share capital of
DTIL from DIL. Currently, the Company holds 54.56% stake in DTIL, making DTIL a subsidiary of the Company. The
Company entered into these transactions for consolidating and increasing focus on its interests in Dhunseri Tea and
Industries Limited and as a part of reorganisation of its major investment portfolio.

Furthermore, the Company had conducted Postal Ballot to seek shareholder’s approval for the above mentioned
transaction. The notice of which was dispatched on 10th December, 2024.

Your Directors draw attention of the Members to Note 34 to the Financial Statements which sets out related party
disclosures.

19. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is
available on the Company’s website of the at: https://www.nagadhunserigroup.com/investors.html.

20. Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and CSR activities undertaken by the
Company during the year are set out in “Annexure- C” of this Report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the Company’s website:
www.nagadhunserigroup.com.

21. Particulars of Employees and details relating to remuneration to Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure- D” to this Report.

Pursuant to Section 136(1) of the Companies Act, 2013, the Board’s Report is being sent excluding the information on
employees’ particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said information is available for
inspection at the registered office of the Company.

Company and any member interested in inspecting the same may write to the Company Secretary in advance on
[email protected].

22. State of Company’s Affairs

The Company’s is primarily engaged in the business of making Investments in Shares and Securities. The Company is a
Non-Banking Financial Company in terms of the provisions of Section 45IA of the Reserve Bank of India Act, 1934. The
Management regularly monitors the changing market conditions and trends. Further, any slowdown of the economic growth
or volatility in global financial market could adversely affect the Company’s business.

23. Material Changes and Commitments, if any, affecting the Financial Position of the Company

There are no such material changes and commitments which have occurred between the end of the Financial Year of the
Company to which the Financial Statements relate and the date of this Report.

24. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and the Company’s operations in future

No significant and material orders were passed by any Regulator or Court or Tribunals impacting the going concern status
and affecting the Company’s operations in future.

25. Particulars regarding Conservation of Energy and Technology Absorption

The particulars in respect of Conservation of Energy and Technology Absorption are not applicable to the Company. As
being a Non-Banking Financial Company, it is not dealing with any manufacturing activities.

26. Foreign Exchange Earnings and outgo

During the year under review there were no foreign exchange earnings and outgo.

27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, along with its relevant Rules.

The Committee met once during the Financial Year 2024-25 on 8th January, 2025.

No complaints have been received by the Company during the Financial Year 2024-25.

28. Disclosure under Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

29. Maintenance of cost records and cost audit

The Company being a Non-Banking Financial Company, the requirement of maintenance of cost records as specified by
the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and audit of cost records were
not applicable to the Company during the year under review.

30. Details of difference between amount of the valuation

No valuation with regard to One Time Settlement with Banks/ Financial Institutions was required to be carried out during the
year.

31. Corporate Governance Report

The Corporate Governance Report along with certificate from the Secretarial Auditor of your Company confirming the
compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as “Annexure A”.

32. Management Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual
Report as “Annexure E”.

33. Internal Financial Control Systems and their Adequacy

The details regarding internal financial control and their adequacy is included in the Management Discussion & Analysis
Report which forms part of the Annual Report as “Annexure E”.

34. Reporting of frauds by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor had reported to the Audit Committee
under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or
employees.

35. Secretarial Standards

The Company is in compliance with the relevant provisions of the Secretarial Standards as issued by The Institute of
Company Secretaries of India and approved by the Central Government.

36. Disclosure Requirements

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate
the formulation of certain policies for all Listed Companies. All Policies are available on the Company’s website
www.nagadhunserigroup.com.

The key policies that have been adopted by the Company are as follows:

S. No.	Statutory Policies of the Company	Web links of the policies
1.	Nomination & Remuneration Policy	https://www.nagadhunserigroup.com/downloads/Nomination-and- Remuneration-Policy.pdf
2.	Policy for Determination of Materiality of an Event / Information	https://www.nagadhunserigroup.com/downloads/Policy-for determination-of-materiality-of-an-event-or-information.pdf
3.	Corporate Social Responsibility Policy	https://www.nagadhunserigroup.com/downloads/NAGA-CSR- POLICY.pdf
4.	Related Party Transactions Policy	https://www.nagadhunserigroup.com/downloads/Related-Party- Transaction-Policy.pdf
5.	Policy on Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons	https://www.nagadhunserigroup.com/downloads/Code-of-Conduct-to -Regulate-Monitor-and-Report-Trading-by-Designated-Persons.pdf
6.	Policy on Preservation of Documents	https://www.nagadhunserigroup.com/downloads/Policy-on-preservation- of-documents.pdf
7.	Policy for Determining Material Subsidiaries	https://nagadhunserigroup.com/downloads/Policy-for-determining -Material-Subsidiaries.pdf
8.	Policy and Procedure for Inquiry in case of Leakage of Unpublished Price Sensitive Information	https://www.nagadhunserigroup.com/downloads/Policy-and-Procedure -for-Inquiry-in-case-of-Leakage-of-Unpublished-Price-Sensitive -Information.pdf
9.	Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information	https://www.nagadhunserigroup.com/downloads/Code-for-Fair -disclosuree-of-UPSI.pdf
10.	Archival Policy	https://www.nagadhunserigroup.com/downloads/archival-policy- 2019.pdf
11.	Vigil Mechanism/ Whistle Blower Policy	https://www.nagadhunserigroup.com/downloads/Whistle-Blower- Policy.pdf
12.	Familiarization Programme of the Independent Directors	http://www.nagadhunserigroup.com/downloads/programme -independent-directors.pdf

37. Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 107th AGM are sent
to all Members whose email addresses are registered with the Company / Registrar / Depository Participant(s).

The requirement of sending physical copies of annual report was dispensed with vide SEBI Circular SEBI/HO/CFD/CFD-
PoD-2/P/CIR/2024/133 dated October 3, 2024 and MCA General Circular No. 09/2024 dated September 19, 2024 till 30th
September, 2025

In this respect the physical copies are not being sent to the shareholders. The copy of the Annual Report would be
available on the website of the Company: www.nagadhunserigroup.com. The initiatives were taken for asking the
shareholders to register or update their email addresses.

Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration)
Rules, 2014, the Company will provide e-voting facility to all the Members to enable them to cast their votes
electronically on all Resolutions set forth in the notice. The instructions for e-voting have been provided in the notice.

38. Acknowledgement

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and
cooperation received from the banks and other authorities. The Board of Directors also thanks the employees of the
Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with
thanks the cooperation and support received from the Shareholders of the Company. The Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by all executives, officers and staffs during the
year.

For and on behalf of the Board of Directors
Naga Dhunseri Group Limited

Chandra Kumar Dhanuka

Place : Kolkata Chairman

Date : 23rd May, 2025 DIN: 00005684

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Mar 31, 2024

We have pleasure in presenting the 106th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2024.

1.	Financial Results				(Rs. in Lakhs)
	Particulars	Standalone		Consolidated
		For the Year Ended		For the Year Ended
		31.03.2024	31.03.2023	31.03.2024	31.03.2023
	Profit before Depreciation & Taxation	2,705.29	919.39	2,672.38	886.48
	Less: Depreciation	52.79	49.91	52.79	49.91
	Provision for taxation (Net)	290.42	115.71	290.42	115.71
	Profit After Taxation	2,362.08	753.77	2,329.17	720.86
	Add: Share of Profit/(Loss) of associates	-	-	1,054.99	6,321.16
	Net profit for the year	2,362.08	753.77	3,384.16	7,042.02
	Add: Balance brought forward	2,049.12	1,439.08	20,964.98	14,066.69
	Add: Transfer within equity (Net of Taxes) -gain on sale of equity shares designated at FVOCI-transfer to retained earnings	1,530.85	40.03	1,530.85	40.03
	Add: Adjustment for an Account of Recognition of Plan assets of Gratuity
	Less: Dividend Paid during the Year	25.00	25.00	25.00	25.00
	Amount available for appropriation	5,917.05	2,207.88	25,854.99	21,123.24
	The Directors recommend this amount to be Appropriated as under:
	Transfer to NBFC Reserve Fund	778.58	158.76	778.58	158.76
	Transfer to General Reserve	-	-	-	-
	Balance carried forward to Balance Sheet	5,138.47	2,049.12	25,076.41	20,964.98
		5,917.05	2,207.88	25,854.99	21,123.24

2. Operations

The Company’s principal business is dealing in Shares & Securities. The income of the Company during the year under review mainly comprised of Dividend Income, Profit on Sale of Shares and Securities. The Company also have rental income. During the year under review, the Company’s Standalone Net Profit recorded at '' 2,362.08 Lakhs as compared to '' 753.77 Lakhs during the previous year.

3. Dividend

The Directors are pleased to recommend a dividend @ of '' 2.50 per equity share (25.00%) of '' 10/- each for the Financial Year ended 31st March, 2024, subject to approval of the Shareholders at the ensuing Annual General Meeting to be held on 23rd August, 2024. The total outflow on account of dividend for 2023-24 is '' 25.00 Lakhs subject to deduction of tax at source as per the provisions of the Income Tax Act, 1961.

4. Transfer to Statutory Reserve Fund

A sum of '' 778.58 Lakhs was transferred to statutory reserve for the Financial Year 2023-24 as required under Section 45-IC of the Reserve Bank of India Act, 1934.

5. Transfer to General Reserve

No amount was transferred to General Reserve for the Financial Year 2023-24.

6. Share Capital

The Authorized Share Capital of the Company is '' 2,50,00,000/- divided into 25,00,000 equity shares of face value of '' 10/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March, 2024 is '' 1,00,00,000/- divided into 10,00,000 equity shares of face value of '' 10/- each.

7. Associate and Subsidiary Company

Pursuant to Section 2(6) of the Companies Act, 2013, the Company has an Associate Company as on 31st March, 2024, i.e. Dhunseri Investments Limited. The Company does not have any Subsidiary or Joint Venture as on 31st March, 2024.

Pursuant to Provisions of Section 129(3) of the Companies Act, 2013, a statement in Form AOC - 1, containing the salient features of the Financial Statements of the Company’s Associate is attached to the Financial Statements of the Company.

8. Non-Banking Financial Companies (NBFC) Public Deposits Directions

With reference to Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India, the Board of Directors of the Company has confirmed by passing a Resolution by Circulation that the Company has neither invited nor accepted any Deposits from the Public during the Financial Year 2023-24. The Company does not intend to invite or accept any Public Deposits during the Financial Year 2024-25.

9. Directors’ Responsibility Statement

Based on the framework of Internal Controls and Compliance Systems established and maintained by the Company, the

work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the Audit Committee of the Board, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during the Financial Year 2023-24. Accordingly, pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm:-

(a) That in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) That they 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 and of the profit and loss of the Company for that period;

(c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That they have prepared the annual accounts on a going concern basis;

(e) That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

10. Directors & Key Managerial Personnel(KMP) a. Director:

There were no changes in the Board of Directors of the Company during the Financial Year 2023-24. However, at the Board Meeting of the Company held on May 29, 2024, Mr. Bhanwar Lal Chandak (DIN: 00057273) and Mr. Anil Bhutoria (DIN: 00705794)) were appointed as Additional Directors (in the category of Non-Executive Independent Director) of the Company w.e.f. May 29, 2024, who shall hold office for a period of five years subject to the approval of the members at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Bharati Dhanuka (DIN:02397650) retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment as a Director of the Company. The proposal for her re-appointment is included in the Notice of AGM which forms a part of this Annual Report.

Section 149(13) states that the provisions of Sub-section (6) and (7) of Section 152 of the Companies Act, 2013, relating to Retirement of Directors by rotation shall not be applicable to the Independent Directors.

In the opinion of the Board, the Independent Directors on the Board of the Company are persons with integrity, expertise and experience relevant to the operation of the Company and that they all have qualified in the online proficiency self-assessment test conducted by the prescribed institute.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013, and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 that they are independent of the Management.

As per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have registered themselves in the databank of Independent Directorship as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 of the Companies Act, 2013.

None of the Directors of the Company are disqualified as per Section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to as required under provisions of Section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company’s Code of Conduct policy for the Financial Year 2023-24.

b. Key Managerial Personnel (KMP):

Mr. Hari Prasad Bhuwania, Chief Executive Officer whose term of appointment ended on 29th February 2024, was re-appointed as Chief Executive Officer of the Company from 1st March, 2024 till 28th February, 2025.

Except for above there were no changes in KMPs during the year under review.

11. Number of Meetings of the Board

The Board met four times during the Financial Year 2023-24. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is annexed to this Report as “Annexure A”.

12. Annual Performance Evaluation

The Independent Directors at a separate meeting held on 26th December, 2023, in absence of the Non-Independent Directors and Management, considered / evaluated the performance of the Board as a whole, performance of the Chairman and other Non-Independent Directors.

The evaluation process considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

On the basis of parameters formulated by the Nomination and Remuneration Committee of the Board, a self-assessment questionnaire forms were sent for evaluation of the Board, the Committees, Director and the Chairman.

The Board at its Meeting held on 13th February, 2024, evaluated the performance of the Board, the Committees and each of the Directors including Independent Directors excluding the Directors being evaluated. The Board also reviewed the performance of the Chairman. The Board was unanimous that the performance of the Board as a whole, its Committees and the Chairman was satisfactory.

13. Policy on Directors’ Appointment and Remuneration and other details

The Company’s Policy on Directors’ appointment and remuneration and other matters as required under Section 178(3) of the Companies Act, 2013, is placed on the website of the Company and other related details has been disclosed in the Corporate Governance Report, which forms part of this report as “Annexure A”.

14. Committees

The Board has constituted various Committees in accordance with the requirement of the Companies Act, 2013, SEBI (Listing Obligation and Disclosure Requirements) 2015 and other applicable Laws. The Company has the following Committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Share Transfer Committee

E) Corporate Social Responsibility Committee

F) Internal Complaint Committee

Details of all the above Committees along with the Composition and Meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Report as “Annexure A”.

15. Auditors Statutory Auditor

Pursuant to provision of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s Dhandhania & Associates, Chartered Accountants (FRN: 316052E) were re- appointed as the Statutory Auditor of the Company for a further period of 5 (five) years to hold office from conclusion of the 104th Annual General Meeting (AGM) of the Company held on 30th August, 2022 till the conclusion of 109th AGM of the Company.

The Statutory Auditors’ Report is self-explanatory and does not contain any qualifications, reservations or adverse remarks or disclaimer and have been annexed to the Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Sushil Tiwari & Associates, Company Secretaries (Firm Registration No. S1996WB016900) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2023-24.

Secretarial Audit Report (Form MR-3) is annexed as “Annexure-B” to this Report. There are no qualifications, observations, adverse remark or disclaimer in the said report.

16. Risk Management

The Company being a Non-Banking Financial Company is primarily engaged in the business of making Investments in Shares and Securities. The Management constantly monitors the capital market risks and systematically addresses them through mitigating actions on a continuous basis. The Audit Committee has additional oversight in the area of Financial Risks and Internal Controls.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis which forms part of this Report.

17. Particulars of Loans, Guarantees and Investments

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements.

18. Transactions with Related Parties

All Contracts / Arrangements / Transactions entered by the Company during the Financial Year with Related Parties were in the ordinary course of business and on an arm’s length basis. Your Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and the Board of Directors were taken wherever required in accordance with the Policy.

During the year, the Company had not entered into any Contract / Arrangement / Transaction with Related Parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions.

Your Directors draw attention of the Members to Note 32 to the Financial Statements which sets out related party disclosures.

19. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the Company’s website of the at: https://www.nagadhunserigroup.com/investors.html

20. Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and CSR activities undertaken by the Company during the year are set out in “Annexure- C” of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the Company’s website: www.nagadhunserigroup.com

21. Particulars of Employees and details relating to remuneration to Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure- D” to this Report.

Pursuant to Section 136(1) of the Companies Act, 2013, the Board’s Report is being sent excluding the information on employees’ particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on [email protected]

22. State of Company’s Affairs

The Company’s is primarily engaged in the business of making Investments in Shares and Securities. The Company is a Non-Banking Financial Company in terms of the provisions of Section 45IA of the Reserve Bank of India Act, 1934. The Management regularly monitors the changing market conditions and trends. Further, any slowdown of the economic growth or volatility in global financial market could adversely affect the Company’s business.

23. Material Changes and Commitments, if any, affecting the Financial Position of the Company

There are no such material changes and commitments which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

24. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future

No significant and material orders were passed by any Regulator or Court or Tribunals impacting the going concern status and affecting the Company’s operations in future.

25. Particulars regarding Conservation of Energy and Technology Absorption

The particulars in respect of Conservation of Energy and Technology Absorption are not applicable to the Company. As being a Non-Banking Financial Company, it is not dealing with any manufacturing activities.

26. Foreign Exchange Earnings and outgo

During the year under review there were no foreign exchange earnings and outgo.

27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, along with its relevant Rules.

The Committee met once during the Financial Year 2023-24 on 2nd January, 2024.

No complaints have been received by the Company during the Year 2023.

28. Disclosure under Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

29. Maintenance of cost records and cost audit

The Company being a Non-Banking Financial Company, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and audit of cost records were not applicable to the Company during the year under review.

30. Details of difference between amount of the valuation

No valuation with regard to One Time Settlement with Banks/ Financial Institutions was required to be carried out during the year.

31. Corporate Governance Report

The Corporate Governance Report along with certificate from the Secretarial Auditor of your Company confirming the compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as “Annexure A”.

32. Management Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report as “Annexure E”.

33. Internal Financial Control Systems and their Adequacy

The details regarding internal financial control and their adequacy is included in the Management Discussion & Analysis Report which forms part of the Annual Report as “Annexure E”.

34. Reporting of frauds by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor had reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

35. Secretarial Standards

The Company is in compliance with the relevant provisions of the Secretarial Standards as issued by The Institute of Company Secretaries of India and approved by the Central Government.

36. Disclosure Requirements

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate the formulation of certain policies for all Listed Companies. All Policies are available on the Company’s website www.nagadhunserigroup.com.

The key policies that have been adopted by the Company are as follows:

S. No.	Statutory Policies of the Company	Web links of the policies
1.	Nomination & Remuneration Policy	https://www.nagadhunserigroup.com/downloads/Nomination-and- Remuneration-Policy.pdf
2.	Policy for Determination of Materiality of an Event / Information	https://nagadhunserigroup.com/downloads/Policy-for- determination-of-materiality-of-an-event-or-information.pdf
3.	Corporate Social Responsibility Policy	https://www.nagadhunserigroup.com/downloads/NAGA-CSR- POLICY.pdf
4.	Related Party Transactions Policy	https://www.nagadhunserigroup.com/downloads/Related-Party- Transaction-Policy.pdf
5.	Policy on Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons	https://nagadhunserigroup.com/downloads/Code-of-Conduct-to -Regulate-Monitor-and-Report-Trading-by-Designated-Persons.pdf
6.	Policy on Preservation of Documents	https://www.nagadhunserigroup.com/downloads/Policy-on-preservation- of-documents.pdf
7.	Policy for Determining Material Subsidiaries	https://nagadhunserigroup.com/downloads/Policy-for-determining- Material-Subsidiaries.pdf
8.	Policy and Procedure for Inquiry in case of Leakage of Unpublished Price Sensitive Information	https://nagadhunserigroup.com/downloads/Policy-and-Procedure -for-Inquiry-in-case-of-Leakage-of-Unpublished-Price-Sensitive- Information.pdf
9.	Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information	https://nagadhunserigroup.com/downloads/Code-for-Fair -disclosuree-of-UPSI.pdf
10.	Archival Policy	https://www.nagadhunserigroup.com/downloads/archival-policy- 2019.pdf
11.	Vigil Mechanism/ Whistle Blower Policy	https://www.nagadhunserigroup.com/downloads/Whistle-Blower- Policy.pdf
12.	Familiarization Programme of the Independent Directors	https://nagadhunserigroup.com/downloads/programme -independent-directors.pdf

37. Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 106th AGM are sent to all Members whose email addresses are registered with the Company / Registrar / Depository Participant(s).

The requirement of sending physical copies of annual report was dispensed with vide SEBI Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 and MCA General Circular No. 09/2023 dated September 25, 2023 till September 30, 2024. In this respect the physical copies are not being sent to the shareholders. The copy of the Annual Report would be available on the website of the Company: www.nagadhunserigroup.com. The initiatives were taken for asking the shareholders to register or update their email addresses.

Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company will provide e-voting facility to all the Members to enable them to cast their votes electronically on all Resolutions set forth in the notice. The instructions for e-voting have been provided in the notice.

38. Acknowledgement

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Board of Directors also thanks the employees of the Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the Shareholders of the Company. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staffs during the year.

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Mar 31, 2023

We have pleasure in presenting the 105th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023.

1. Financial Results

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	For the Year Ended		For the Year Ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Profit before Depreciation & Taxation	919.39	485.76	886.48	452.85
Less: Depreciation	49.91	50.23	49.91	50.23
Provision for taxation (Net)	115.71	16.89	115.71	16.89
Profit After Taxation	753.77	418.64	720.86	385.73
Add: Share of Profit/(Loss) of associates		-	6,321.16	6,917.42
Net profit for the year	753.77	418.64	7,042.02	7,303.15
Add: Balance brought forward	1,439.08	523.85	14,066.69	6,266.95
Add: Transfer within equity (Net of Taxes) -gain on sale of equity shares designated at FVOCI-transfer to retained earnings	40.03	754.49	40.03	754.49
Add: Adjustment for an Account of Recognition of Plan assets of Gratuity	0.00	1.72	0.00	1.72
Less: Dividend Paid during the Year	25.00	25.00	25.00	25.00
Amount available for appropriation	2,207.88	1,673.70	21,123.24	14,301.31
The Directors recommend this amount to be Appropriated as under:
Transfer to NBFC Reserve Fund	158.76	234.62	158.76	234.62
Transfer to General Reserve		-		-
Balance carried forward to Balance Sheet	2,049.12	1,439.08	20,964.98	14,066.69
	2,207.88	1,673.70	21,123.24	14,301.31

2. Operations

The Company’s principal business is dealing in Shares & Securities. The income of the Company during the year under review mainly comprised of Dividend Income, Profit on Sale of Shares and Securities. The Company also have rental income. During the year under review, the Company’s Standalone Net Profit recorded at '' 753.77 Lakhs as compared to '' 418.64 Lakhs during the previous year.

3. Dividend

The Directors are pleased to recommend a dividend @ of '' 2.50 per equity share (25.00%) of '' 10/- each for the Financial Year ended 31st March, 2023, subject to approval of the Shareholders at the ensuing Annual General Meeting to be held on 22nd September, 2023. The total outflow on account of dividend for 2022-23 is '' 25.00 Lakhs subject to deduction of tax at source as per the provisions of the Income Tax Act, 1961.

4. Transfer to Statutory Reserve Fund

A sum of '' 158.76 Lakhs was transferred to statutory reserve for the Financial Year 2022-23 as required under Section

45-IC of the Reserve Bank of India Act, 1934.

5. Transfer to General Reserve

No amount was transferred to General Reserve for the Financial Year 2022-23.

6. Share Capital

The Authorized Share Capital of the Company is '' 2,50,00,000/- divided into 25,00,000 equity shares of face value of '' 10/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March, 2023 is '' 1,00,00,000/- divided into 10,00,000 equity shares of face value of '' 10/- each. There was no change in the paid-up share capital of the Company during the year under review.

7. Associate and Subsidiary Company

Pursuant to Section 2(6) of the Companies Act, 2013, the Company has an Associate Company as on 31st March, 2023, i.e. Dhunseri Investments Limited. The Company does not have any Subsidiary or Joint Venture as on 31st March, 2023.

Pursuant to Provisions of Section 129(3) of the Companies Act, 2013, a statement in Form AOC- 1, containing the salient features of the Financial Statements of the Company’s Associate is attached to the Financial Statements of the Company.

8. Non-Banking Financial Companies (NBFC) Public Deposits Directions

With reference to Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 issued by the Reserve Bank of India, the Board of Directors of the Company has confirmed by passing a Resolution by Circulation that the Company has neither invited nor accepted any Deposits from the Public during the Financial Year 2022-23. The Company does not intend to invite or accept any Public Deposits during the Financial Year 2023-24.

9. Directors’ Responsibility Statement

Based on the framework of Internal Controls and Compliance Systems established and maintained by the Company, the

work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the Audit Committee of the Board, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during the Financial Year 2022-23. Accordingly, pursuant to Section 134(3)(C)read with Section 134(5) of the

Companies Act, 2013, the Directors of your Company confirm:-

(a) That in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) That they 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 and of the profit and loss of the Company for that period;

(c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That they have prepared the annual accounts on a going concern basis;

(e) That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

10. Directors & Key Managerial Personnel(KMP) a. Director:

There were no changes in the Board of Directors of the Company during the Financial Year 2022-23.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Mrigank Dhanuka (DIN: 00005666) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment as a Director of the Company. The proposal for his re-appointment is included in the Notice of AGM which forms a part of this Annual Report.

Section 149(13) states that the provisions of Sub-section (6) and (7) of Section 152 of the Companies Act, 2013, relating to Retirement of Directors by rotation shall not be applicable to the Independent Directors.

In the opinion of the Board, the Independent Directors on the Board of the Company are persons with integrity, expertise and experience relevant to the operation of the Company and that they all have qualified in the online proficiency self-assessment test conducted by the prescribed Institute.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013, and under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 that they are independent of the Management.

As per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have registered themselves in the databank of Independent Directorship as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 of the Companies Act, 2013.

None of the Directors of the Company are disqualified as per Section 164(2) of the Companies Act, 2013 and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to as required under provisions of Section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company’s Code of Conduct policy for the Financial Year 2022-23.

b. Key Managerial Personnel (KMP):

Ms. Chitra Thakwani has resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. closure of business hours of 31st December, 2022.

Ms. Nidhi Khaitan was appointed as Company Secretary and Compliance Officer [designated as Key Managerial Personnel (KMP)] of the Company within the meaning of Section 203 and/or other applicable provisions of the Companies Act, 2013 and rules made thereunder and Regulation 6 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with effect from 14th February, 2023.

Mr. Hari Prasad Bhuwania, Chief Executive Officer whose term of appointment ended on 28th February 2023, was re-appointed as Chief Executive Officer of the Company from 1st March, 2023 till 29th February, 2024.

Except for above there were no changes in KMPs during the year under review.

11. Number of Meetings of the Board

The Board met four times during the Financial Year 2022-23. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is annexed to this Report as “Annexure A”.

12. Annual Performance Evaluation

The Independent Directors at a separate meeting held on 12th December, 2022, in absence of the Non-Independent Directors and Management, considered / evaluated the performance of the Board as a whole, performance of the Chairman and other Non-Independent Directors.

The evaluation process considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

On the basis of parameters formulated by the Nomination and Remuneration Committee of the Board, a self-assessment questionnaire forms were sent for evaluation of the Board, the Committees, Director and the Chairman.

The Board at its Meeting held on 14th February, 2023, evaluated the performance of the Board, the Committees and each of the Directors including Independent Directors excluding the Directors being evaluated. The Board also reviewed the performance of the Chairman. The Board was unanimous that the performance of the Board as a whole, its Committees and the Chairman was satisfactory.

13. Policy on Directors’ Appointment and Remuneration and other details

The Company’s Policy on Directors’ appointment and remuneration and other matters as required under Section 178(3) of the Companies Act, 2013, is placed on the website of the Company and other related details has been disclosed in the Corporate Governance Report, which forms part of this report as “Annexure A”.

14. Committees

The Board has constituted various Committees in accordance with the requirement of the Companies Act, 2013, SEBI (Listing Obligation and Disclosure Requirements) 2015 and other applicable Laws. The Company has the following Committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Share Transfer Committee

E) Corporate Social Responsibility Committee

F) Internal Complaint Committee

Details of all the above Committees along with the Composition and Meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Report as “Annexure A”.

15. Auditors Statutory Auditor

Pursuant to provision of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s Dhandhania & Associates, Chartered Accountants (FRN: 316052E) were re- appointed as the Statutory Auditor of the Company for a further period of 5 (five) years to hold office from conclusion of the 104th Annual General Meeting (AGM) of the Company held on 30th August, 2022 till the conclusion of 109th AGM of the Company.

The Statutory Auditors’ Report is self-explanatory and does not contain any qualifications, reservations or adverse remarks or disclaimer and have been annexed to the Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Sushil Tiwari & Associates, Company Secretaries (Firm Registration No. S2015WB331500) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2022-23.

Secretarial Audit Report is annexed as “Annexure-B” to this Report. There are no qualifications, observations, adverse remark or disclaimer in the said report.

16. Risk Management

The Company being a Non-Banking Financial Company is primarily engaged in the business of making Investments in Shares and Securities. The Management constantly monitors the capital market risks and systematically addresses them through mitigating actions on a continuous basis. The Audit Committee has additional oversight in the area of Financial Risks and Internal Controls.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis which forms part of this Report.

17. Particulars of Loans, Guarantees and Investments

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements.

18. Transactions with Related Parties

All Contracts / Arrangements / Transactions entered by the Company during the Financial Year with Related Parties were in the ordinary course of business and on an arm’s length basis. Your Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and the Board of Directors were taken wherever required in accordance with the Policy.

During the year, the Company had not entered into any Contract / Arrangement / Transaction with Related Parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions.

Your Directors draw attention of the Members to Note 32 to the Financial Statements which sets out related party disclosures.

19. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the Company’s website of the at: https://www.nagadhunserigroup.com/investors.html.

20. Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and CSR activities undertaken by the Company during the year are set out in “Annexure- C” of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the Company’s website: www.nagadhunserigroup.com

21. Particulars of Employees and details relating to remuneration to Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as “Annexure- D” to this Report.

Pursuant to Section 136(1) of the Companies Act, 2013, the Board’s Report is being sent excluding the information on employees’ particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on [email protected]

22. State of Company’s Affairs

The Company’s is primarily engaged in the business of making Investments in Shares and Securities. The Company is a Non-Banking Financial Company in terms of the provisions of Section 45IA of the Reserve Bank of India Act, 1934. The Management regularly monitors the changing market conditions and trends. Further, any slowdown of the economic growth or volatility in global financial market could adversely affect the Company’s business.

23. Material Changes and Commitments, if any, affecting the Financial Position of the Company

There are no such material changes and commitments which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

24. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future

No significant and material orders were passed by any Regulator or Court or Tribunals impacting the going concern status and affecting the Company’s operations in future.

25. Particulars regarding Conservation of Energy and Technology Absorption

The particulars in respect of Conservation of Energy and Technology Absorption are not applicable to the Company. As being a Non-Banking Financial Company, it is not dealing with any manufacturing activities.

26. Foreign Exchange Earnings and outgo

During the year under review there were no foreign exchange earnings and outgo.

27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the Financial Year 2022-23 on 16th February, 2023.

No complaints have been received by the Company during the Financial Year 2022-23.

28. Disclosure under Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

29. Maintenance of cost records and cost audit

The Company being a Non-Banking Financial Company, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and audit of cost records were not applicable to the Company during the year under review.

30. Details of difference between amount of the valuation

No valuation with regard to One Time Settlement with Banks/ Financial Institutions was required to be carried out during the year.

31. Corporate Governance Report

The Corporate Governance Report along with certificate from the Secretarial Auditor of your Company confirming the compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as “Annexure A”.

32. Management Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report as “Annexure E”.

33. Internal Financial Control Systems and their Adequacy

The details regarding internal financial control and their adequacy is included in the Management Discussion & Analysis Report which forms part of the Annual Report as “Annexure E”.

34. Reporting of frauds by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor had reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

35. Secretarial Standards

The Company is in compliance with the relevant provisions of the Secretarial Standards as issued by The Institute of Company Secretaries of India and approved by the Central Government.

36. Disclosure Requirements

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate the formulation of certain policies for all Listed Companies. All Policies are available on the Company’s website www.nagadhunserigroup.com.

The key policies that have been adopted by the Company are as follows:

S. No.	Statutory Policies of the Company	Web links of the policies
1.	Nomination & Remuneration Policy	https://www.nagadhunserigroup.com/downloads/Nomination-and- Remuneration-Policy.pdf
2.	Policy for Determination of Materiality of an Event / Information	https://www.nagadhunserigroup.com/downloads/Policy-for -determination-of-materiality-of-an-event-or-information.pdf

3.	Corporate Social Responsibility Policy	https://www.nagadhunserigroup.com/downloads/NAGA-CSR- POLICY.pdf
4.	Related Party Transactions Policy	https://www.nagadhunserigroup.com/downloads/Related-Party- Transaction-Policy.pdf
5.	Policy on Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons	https://www.nagadhunserigroup.com/downloads/Code-of-Conduct-to- Regulate-Monitor-and-Report-Trading-by-Designated-Persons.pdf
6.	Policy on Preservation of Documents	https://www.nagadhunserigroup.com/downloads/Policy-on-preservation- of-documents.pdf
7.	Policy for Determining Material Subsidiaries	https://nagadhunserigroup.com/downloads/Policy-for-determining- Material-Subsidiaries.pdf
8.	Policy and Procedure for Inquiry in case of Leakage of Unpublished Price Sensitive Information	https://www.nagadhunserigroup.com/downloads/Policy-and-Procedure- for-Inquiry-in-case-of-Leakage-of-Unpublished-Price-Sensitive- Information.pdf
9.	Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information	https://www.nagadhunserigroup.com/downloads/Code-for-Fair- disclosuree-of-UPSI.pdf
10.	Archival Policy	https://www.nagadhunserigroup.com/downloads/archival-policy- 2019.pdf
11.	Vigil Mechanism/ Whistle Blower Policy	https://www.nagadhunserigroup.com/downloads/Whistle-Blower- Policy.pdf
12.	Familiarization Programme of the Independent Directors	http://www.nagadhunserigroup.com/downloads/programme- independent-directors.pdf

37. Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 105th AGM are sent to all Members whose email addresses are registered with the Company / Registrar / Depository Participant(s).

As per SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 the requirement of sending physical copies of annual report to those shareholders who have not registered their email addresses and hard copies was dispensed with for Listed Entities who would be conducting their AGMs during the calendar year 2020. The same has been implemented for Listed Entities who would be conducting their AGMs during the calendar year 2022 vide SEBI Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022 and further vide SEBI Circular dated

SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 relaxation has been provided till September 30, 2023. In this respect the physical copies are not being sent to the shareholders. The copy of the Annual Report would be available on the website of the Company: www.nagadhunserigroup.com. The initiatives were taken for asking the shareholders to register or update their email addresses.

Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company will provide e-voting facility to all the Members to enable them to cast their votes electronically on all Resolutions set forth in the notice. The instructions for e-voting have been provided in the notice.

38. Acknowledgement

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Board of Directors also thanks the employees of the Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the Shareholders of the Company. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staffs during the year.

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Mar 31, 2018

The have pleasure in presenting the 100th Annual Report together with Audited Financial Statements of the Company for the year ended 31st March, 2018.

1. Financial Results (Rs. in Lakhs)

	Standalone	Standalone	Consolidated	Consolidated
	For the year	For the year	For the year	For the year
	ended	ended	ended	ended
Particulars	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Profit before Depreciation & Taxation	1,539.47	1,329.28	1,539.47	1,329.28
Less : Depreciation	18.05	17.56	18.05	17.56
Provision for Taxation (Net)	308.41	249.76	308.41	249.76
Profit after Taxation	1,213.01	1,061.96	1,213.01	1,061.96
Add : Share of Profit / (Loss) of Associates	D	D	1,867.00	7,561.49
Net Profit for the Year	1,213.01	1,061.96	3,080.01	8,623.45
Add : Balance brought forward	569.29	119.72	6,223.55	(1,787.51)
Less : Dividend Paid during the Year Less : Dividend Distribution Tax Paid during	25.00	D	25.00	D
the Year	5.09	D	5.09	D
Amount available for appropriation The Directors recommend this amount to be Appropriated as under :	1,752.21	1,181.68	9,273.47	6,835.94
Transfer to NBFC Reserve Fund	242.60	212.39	242.60	212.39
Transfer to General Reserve	500.00	400.00	500.00	400.00
Balance carried Forward	1,009.61	569.29	8,530.87	6,223.55
	1,752.21	1,181.68	9,273.47	6,835.94

2. Operations

The income of the Company during the year under review mainly comprised of profit on sale of investments in shares & securities, dividend and rental income. During the year under review, the Company’s standalone net profits have increased to Rs. 1,213.01 Lakhs compared to Rs. 1,061.96 Lakhs during the previous year.

3. Dividend

The Directors recommend a dividend @ Rs.2.50 per equity share (25%) of Rs. 10/- each for the financial year ended 31st March, 2018 subject to approval of the shareholders at the ensuing Annual General Meeting to be held on 9th August, 2018. The total outflow on account of dividend inclusive of taxes for 2017-18 is Rs. 30.09 Lakhs.

4. NBFC Reserve Fund

A sum of Rs. 242.60 Lakhs was transferred to NBFC Reserve Fund from the yearns surplus.

5. General Reserve

The Company proposes to transfer Rs. 500 lakhs to General Reserve out of the amount available for appropriation.

6. Subsidiary / Joint Venture / Associate Company

Pursuant to Section 2(6) of the Companies Act, 2013, the Company has an Associate Company as on 31.03.2018 i.e. Dhunseri Investments Limited. The Company does not have any Subsidiary or Joint Venture as on 31st March, 2018.

Pursuant to Provisions of Section 129(3) of the Act, a statement in Form AOC- 1, containing the salient features of the financial statements of the Company’s Associate is attached with the financial statement of the Company.

7. NBFC Public Deposits Directions

With reference to RBI’s NBFC Public Deposit Directions, the Board of Directors of the Company has confirmed by passing a resolution that the Company has neither invited nor accepted any deposit from the public during the financial year 2017-18. The Company does not intend to invite or accept any public deposit during the financial year 2018-19. No amount on account of principal or interest on deposit from public was outstanding as on the date of the Balance Sheet.

8. Delisting of shares with the Calcutta Stock Exchange (CSE)

The Company has voluntarily delisted equity shares from the Calcutta Stock Exchange (CSE) w.e.f. 31st October, 2017. Now, the equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE). The Company’s shares are compulsorily traded in dematerialized form.

9. Directors!] Responsibility Statement

Based on the framework of internal controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the management and the audit committee of the Board, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017 -18. Accordingly, pursuant to Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that :

(a) In the preparation of the Annual Accounts, the applicable Accounting Standar’ have been followed with no material departures;

(b) They had 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 and of the profit of the Company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting recor’ in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They had prepared the annual accounts on a going concern basis;

(e) They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

10. Directors & Key Managerial Personnel

Mr. C. K. Dhanuka (DIN : 00005684) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment as director of the Company.

Mr. Mrigank Dhanuka (DIN : 00005666) was appointed as Managing Director of the Company w.e.f 8th February, 2018.

Ms. Shilpa Agarwal resigned from the post of Company Secretary w.e.f 1st March, 2018.

There are no other changes in the Directors and Key Managerial Personnel of the Company during the year.

11. Number of Meetings of the Board

The Board met four times during the financial year 2017-18. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is annexed to this Report.

12. Annual Performance Evaluation

The Independent Directors at a separate meeting held on 13.11.2017 without anyone from the non-independent directors and management, considered / evaluated the performance of the Board as a whole, performance of the Chairman and other non-independent Directors.

On the basis of parameters formulated by the Nomination and Remuneration Committee of the Board, a self-assessment questionnaire forms were sent for evaluation of the Board, the Committees, Director and the Chairman

The Board at its meeting held on 08.02.2018 evaluated the performance of the Board, the Committees and Independent as well as Non Independent Directors (without participation of the relevant director). The Board also reviewed the performance of the Chairman. The Board was unanimous that the performance of the Board as a whole, its Committees and the Chairman was satisfactory.

13. Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. Policy on directors!] appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters as required under Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.

15. Committees of the Board

The Board has constituted various Committees in accordance with the requirement of Companies Act, 2013. The Company has the following Committees as :

I. Audit Committee

II. Nomination & Remuneration Committee

III. Stakeholders Relationship Committee

IV. Corporate Social Responsibility Committee

V. Share Transfer Committee

VI. Risk Management Committee

Details of all the above Committees along with the Composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Report.

16. Auditors

Pursuant to provision of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Dhandhania & Associates, Chartered Accountants (FRN : 316052E) were appointed as the Statutory Auditors of the Company for a period of 5 years to hold office from conclusion of the 99th Annual General Meeting of the Company (AGM) held on 8th August, 2017 till the conclusion of 104th AGM of the Company subject to ratification of their appointment by the Members at every AGM. The reappointment for the year 2018-19 is required to be ratified by the shareholders at the ensuing 100th AGM of the Company.

17. Auditors!] Report and Secretarial Auditors!] Report

The auditors’ report and secretarial auditors’ report are self-explanatory and does not contain any qualifications, reservations or adverse remarks and have been annexed to the report.

18. Risk Management

The Company’s main activity is investment in shares and securities. The management constantly monitors the capital market risks and systematically address them through mitigating actions on a continuous basis. The audit committee has additional oversight in the area of financial risks and internal controls.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

19. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

20. Transactions with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party disclosures.

21. Extract of the Annual Return

As required U/s 92(3), 134(3)(a) of the Companies Act, 2013 and read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is given in Annexure I in the prescribed Form MGT 9 which forms part of this report.

22. Corporate Social Responsibility (CSR)

The Company has in place a CSR Committee in line with the provisions of Section 135 of the Companies Act, 2013 as stated in the Corporate Governance Report. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and CSR activities undertaken by the Company during the year are set out in Annexure - II of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is also available on the Company’s website www.nagadhunserigroup.com.

23. Particulars of Employees

The information required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below :

a. Ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-2018.

Sl. No.	Name of Director	Remuneration (Rs.)	Median Remuneration in Lakhs )	Ratio
1.	Mrs. Aruna Dhanuka	28,500/-	3.33 Lakhs	0.09:1
2.	Mr. C. K. Dhanuka	33,000/-	3.33 Lakhs	0.10:1
3.	Mr. Mrigank Dhanuka	6,29,896/-	3.33 Lakhs	2:1
4.	Mr. Rajeev Rungta	39,000/-	3.33 Lakhs	0.11:1
5.	Mr. I. K. Kejriwal	36,000/-	3.33 Lakhs	0.11:1
6.	Mr. G. R. Goenka	37,500/-	3.33 Lakhs	0.11:1

b. Percentage Increase of Remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year :

Sl. No.	Name and Designation	% of Increase
1.	Mr. C.K. Dhanuka - Non-Executive Chairman	NA (Note-1)
2.	Mr. Mrigank Dhanuka - Mg. Director(w.e.f. 08.02.2018)	NA (Note-2)
3.	Mrs. Aruna Dhanuka - Non-Executive Director	NA (Note-1)
4.	Mr. Rajeev Rungta - Non-Executive Independent Director	NA (Note-1)
5.	Mr. I. K. Kejriwal - Non-Executive Independent Director	NA (Note-1)
6.	Mr. G. R. Goenka - Non-Executive Independent Director	NA (Note-1)
7.	Mr. Ayush Beriwala - CFO	No Change
8.	Mr. H. P. Bhuwania - CEO	No Change
9.	Ms. Shilpa Agarwal - CS (Upto 28.02.2018)	No Change

Note - 1 : There is no increase in sitting fees payable to the Non-Executive Directors. The sitting fees is paid based on the number of meetings attended by the Directors during the F.Y. 2017-18.

Note - 2 : Mr. Mrigank Dhanuka was appointed as Managing Director w.e.f. 8th February, 2018 subject to the shareholders’ approval.

c. The percentage increase in the median remuneration of the employees in the financial year : 8.12%

d. The number of permanent employees on the rolls of Company as on 31.03.2018 : 11 (Eleven)

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year 2017-18 was 6.11% but the Comparison of average percentile increase already made in the salaries of employees other than the managerial personnel with the percentile increase in the managerial remuneration is not applicable as the Managing Director was appointed w.e.f. 8th February, 2018.

f. Affirmation that the remuneration is as per the remuneration policy of the Company The Company affirms that remuneration is as per remuneration policy of the Company.

g. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i) Statement of Particulars of Top 10 Employees

Sr. No.	Name of Employee	Age	Qualification	Designation	Date of Joining	Experience (in years)	Remuneration (in Rs.)
1.	Mr. Ayush Beriwala	36	Graduate, CA	CFO	03.11.2016	11	10,01,650
2.	Mr. Mrigank Dhanuka*	37	Graduate	Managing Director	08.02.2018	17	6,09,896
3.	Mr. Hari Prasad Bhuwania	79	Graduate	CEO	10.02.2017	51	6,00,000
4.	Mr. Swapan Kumar Das	63	Graduate	Accounts Executive	01.11.1979	38	4,03,596
5.	Mr. Sumanjit Das	48	Graduate	Accounts Executive	18.04.1994	24	3,73,444
6.	Mr. Deepak Verma	29	Graduate	Accounts Executive	27.07.2015	6	3,47,421
7.	Mr. K. Venugopal Nair	57	Graduate	Accounts Executive	01.04.2007	32	3,19,092
8.	Ms. Shilpa Agarwal *	30	Graduate, CS	Company Secretary	01.03.2017	1	3,16,042
9.	Mr. Rahul Sharma	27	Graduate	Accounts Executive	01.08.2016	1	2,55,499
10.	Mr. Vinod Singh	29	Graduate	Office Assistant	01.10.2014	4	1,66,536

* Employed for part of the year.

Notes :

1. Nature of employment is contractual.

2. Mr. Mrigank Dhanuka hol’ 1,286 shares i.e. (0.13%) in the Company. No other employees hol’ equity shares of the company.

3. Mr. Mrigank Dhanuka is related to Mr. C. K. Dhanuka and Mrs. Aruna Dhanuka. Mr. Mrigank Dhanuka is son of Mr. C. K. Dhanuka and Mrs. Aruna Dhanuka. None of the other employees mentioned above are related to any directors of the Company.

(ii) Employed throughout the Financial Year 2017-18 and drawing a remuneration in aggregate not Less Than One Crore Two Lakh Rupees per annum : NIL

(iii) Employed for a part of the Financial Year 2017-18 and drawing a remuneration in aggregate not Less Than Eight Lakh Fifty Thousand Rupees per month : NIL

(iv) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole time director or manager and hol’ by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company : NIL

24. Disclosure requirements

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate the formulation of certain policies for all listed companies. All policies are available on the Company’s website www.nagadhunserigroup.com. The Corporate Governance Report with a Certificate of Practicing Company Secretary thereon and Management Discussion and Analysis Report are attached, which form part of this report.

The key policies that have been adopted by the Company are as follows :

Details of the familiarization program of the independent directors are available on the website of the Company (http://www.nagadhunserigroup.com/downloa’/programme-independent-directors.pdf)

Policy for determining material subsidiaries of the Company is available on the website of the Company (http://www.nagadhunserigroup.com/downloa’/naga-policy-for-determining-material-subsidiary.pdf)

Policy on dealing with related party transactions is available on the website of the Company

(http://www.nagadhunserigroup.com/downloa’/naga-related-party-transaction-policy.pdf)

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The said policy is available on the website of the Company

(http://www.nagadhunserigroup.com/downloa’/naga-vigil-mechanism.pdf)

The Company has formulated the Corporate Social Responsibility Policy and the same is available on the website of the Company

(http://www.nagadhunserigroup.com/downloa’/CSR-Policy.pdf)

The Company has formulated a policy related to disclosure of material events affecting the Company i.e. Policy on Materiality and the same is available on the website of the Company

(http://www.nagadhunserigroup.com/downloa’/determination-of-materiality-of-an-event-or-information-for-disclosure-to-stock-exchanges-policy.pdf)

The policy deals with the retention and archival of corporate recor’ of the Company is also available on the website of the Company

(http://www.nagadhunserigroup.com/downloa’/archival-policy.pdf)

The Company has formulated the policy on preservation of documents and the same is available in the website of the Company

(http://www.nagadhunserigroup.com/downloa’/policy-on%20-peservation-of-documents.pdf)

The Company has formulated Nomination & Remuneration Policy and the same is available in the website of the Company

(http://nagadhunserigroup.com/downloa’/remuneration-policy.pdf)

The Company has formulated Code of Practices and Procedure for fair disclosure of unpublished price sensitive information and the same is available in the website of the Company (http://nagadhunserigroup.com/policy.html)

25. State of Company’s Affairs

The Company’s principle business is dealing in shares and securities. The Management regularly monitors the changing market conditions and tren’. Further, any slowdown of the economic growth or volatility in global financial market could adversely affect the Company’s business.

26. Material changes and commitments, if any, affecting the financial position of the Company

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

27. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’ operations in future.

No significant and material orders were passed by any regulator or court or tribunals impacting the going concern status and affecting the company’s operation in future.

28. Particulars of Conservation of Energy and Technology absorption

The particulars in respect of conservation of energy and technology absorption are not applicable to the Company as it is a NBFC Company, not being in any manufacturing activities.

29. Foreign Exchange Earnings and outgo

During the year under review there was no foreign exchange earnings and the outflow was Rs. 28.64 Lakhs.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the year on 17th January, 2018 No complaints have been received by the Company during the F.Y. 2017-18.

31. Internal Financial Control Systems and their adequacy

The Company has an effective system of Internal Control commensurate with the size of the Company and ensures operational efficiency, accuracy in financial reporting and compliance of applicable laws and regulations. The system is also reviewed from time to time for effectiveness.

32. Management Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Corporate Governance Report

33. Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 100th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of this Annual Report including the Notice of the 100th AGM are sent by permitted mode.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in note 10 annexed to the Notice.

34. Acknowledgement

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Board of Directors also thank the employees of the Company for their valuable services and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

For & on behalf of the Board of Directors

C. K. DHANUKA

Place : Kolkata Chairman

Dated, The 28th day of May, 2018 (DIN : 00005684)

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Mar 31, 2017

The have pleasure in presenting the 99th Annual Report together with Audited Financial Statements of Accounts of the Company for the year ended 31st March, 2017.

1. Financial Results

	Standalone		Standalone	Consolidated	Consolidated
	For the year		For the year	For the year	For the year
	ended		ended	ended	ended
	31.03.2017		31.03.2016	31.03.2017	31.03.2016
	Rs. Lakhs		Rs. Lakhs	Rs. Lakhs	Rs. Lakhs
Profit before Depreciation & Taxation	1,329.28		249.39	1,329.28	249.39
Add / Less : Depreciation	(17.56)		(25.55)	(17.56)	(25.55)
Provision for Taxation	(247.00)		—	(247.00)	—
Deferred Tax Liability (Asset)	(2.76)		1.30	(2.76)	1.30
Earlier Year Tax Adjustment			1.31		1.31
Profit after Taxation	1,061 96		226.45	1 061 96	226.45
Share of Profit / (Loss) of Associates		—		7,561.49	(2,030.33)
Net Profit after Share of Profit / (Loss) of Associates	1,061.96		226 45	8,623.45	(1,803.88)
Add : Balance brought forward from previous year	119.72		68.65	(1,787.51)	191.75
Profit available for appropriation	1,181.68		295.10	6,835.94	(1,612.13)
Appropriations Proposed Dividend (Previous year Rs. 2.50 per share)		—	25.00	_	25.00
Dividend Tax on proposed dividend	—		5.09	—	5.09
Transferred to NBFC Reserve Fund	212.39		45.29	212.39	45.29
Transferred to General Reserve	400.00		100.00	400.00	100.00
Balance carried to Balance Sheet	569.29		119.72	6,223.55	(1,787.51)
	1,181.68		295.10	6,835.94	(1,612.13)

2. Operations

The income of the Company during the year under review mainly comprised of profit on sale of investments in shares & securities, dividend income and rental income. The Company’s profit increased substantially due to improved market conditions. The profit after tax during the year was Rs. 1061.96 Lakhs compared to Rs. 226.45 Lakhs during the previous year.

3. Dividend

Your Directors are pleased to recommend a dividend @ Rs. 2.50 per equity share (25%) for the financial year ended 31st March, 2017 subject to shareholders approval at the ensuing Annual General Meeting to be held on 8th August, 2017. The total outgo on account of dividend inclusive of taxes, for 2016-17 is Rs. 30.09 Lakhs.

4. NBFC Reserve Fund

The Company proposes to transfer Rs. 212.39 Lakhs to NBFC Reserve Fund out of the amount available for appropriation.

5. General Reserve

The Company proposes to transfer Rs. 400 lakhs to General Reserve out of the amount available for appropriation.

6. Associate and Subsidiary Company

Pursuant to Section 2(6) of the Companies Act, 2013, the Company has an Associate Company as on 31.03.2017 i.e. Dhunseri Investments Limited and does not have any Subsidiary Company as on 31st March, 2017. Pursuant to Provisions of Section 129(3) of the Act, a statement in Form AOC-1, containing the salient features of the financial statements of the Company’s Associate is attached with the financial statement of the Company.

7. NBFC Public Deposits Directions

The Company neither invited nor accepted any deposit from the public during the financial year 2016-17. The Company does not intend to invite or accept any public deposit during the financial year 2017-18. No amount on account of principal or interest on deposit from public was outstanding as on the date of balance sheet.

8. Listing of shares with Stock Exchange

The equity shares of the Company are listed on the Calcutta Stock Exchange and also on the National Stock Exchange of India Ltd. (w.e.f. 29th August, 2016). The Company’s shares are compulsorily traded in dematerialized form.

9. Delisting with Calcutta Stock Exchange (CSE)

The equity shares of the Company are presently listed on the Calcutta Stock Exchange Limited (CSE) and the National Stock Exchange of India Ltd. (NSE). There is no trading on CSE for last several years, thus, no advantage to the Company or the shareholders is available for continued listing on CSE. Moreover, the Company has to incur considerable cost toward listing fee and other compliances with CSE. Further, NSE is having nationwide trading terminal and the shares of the Company are actively traded on NSE. Thus, considering the interest of the Company and no benefits available to the shareholders, the Board at its meeting held on May 30, 2017, has approved the Voluntary Delisting of the equity shares of the Company from the CSE, in accordance with Regulation 6(a) read with Regulation 7 of the Delisting Regulations. After delisting from CSE, the equity shares of the Company shall continue to be listed on the NSE. Further, as per the provisions of Regulation 6(a) of the Delisting Regulations, no exit opportunity needs to be given to the public shareholders.

10. Directors’ Responsibility Statement

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that -

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed with no material departures;

(b) They 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 and of the profit of the Company for that period.

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

With reference to the work performed by the Internal Auditor, Statutory Auditor and Secretarial Auditor and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during the financial year 2016-17.

11. Directors & Key Managerial Personnel Directors

Mrs. Aruna Dhanuka retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

Key Managerial Personnel

Mr. H. P. Bhuwania, retired from the post of Chief Financial Officer of the Company w.e.f. 01.10.2016 and Mr. Ayush Beriwala was appointed in his place w.e.f 03.11.2016.

Mrs. Aruna Dhanuka resigned from the post of Managing Director w.e.f. 9th February, 2017. However she continues as director of the Company.

Mr. H. P. Bhuwania was appointed as Chief Executive Officer w.e.f. 10th February, 2017.

Mr. A. K. Sarkar retired from the post of Company Secretary and Ms. Shilpa Agarwal was appointed in his place w.e.f. 1st March, 2017.

12. Number of Meetings of the Board

The Board met four times during the financial year 2016-17. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. Board Evaluation

An annual evaluation of the performances of the Board, its committees and individual directors was undertaken during the year and has been disclosed in the Corporate Governance Report.

14. Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters as required under Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

16. Internal Financial Control System and their adequacy

The details in respect of Internal Financial Control and their adequacy are included in the Management Discussion & Analysis, which forms part of the Corporate Governance Report.

17. Audit Committee

The details pertaining to composition of Audit Committee and its meetings are included in the Corporate Governance Report.

18. Auditors

M/s. S. S. Kothari & Co., Chartered Accountants the Statutory Auditors of the Company, who were appointed for a period of 3 years at the 96th Annual General Meeting (AGM) held on 4th September, 2014 will retire on the conclusion of this 99th AGM of the Company.

The Board proposes to appoint M/s. Dhandhania & Associates, Chartered Accountants (FRN : 316052E) as the Statutory Auditor of the Company for a period of 5 years to hold office from the conclusion of 99th AGM till the conclusion of 104th AGM of the Company subject to ratification of appointment by the Members at every AGM held after this AGM.

19. Auditors’ Report and Secretarial Auditors’ Report

The Auditors'' Report and Secretarial Auditors’ report are self-explanatory and does not contain any qualifications, reservations or adverse remarks and have been annexed to the report.

20. Risk Management

The details of the Risk Management Committee have been provided in the Corporate Governance Report.

21. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

22. Transactions with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 26 to the financial statement which sets out related party disclosures.

23. Management’s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015, is provided in the Corporate Governance Report.

24. Extract of the Annual Return

As required under section 92(3) of the Companies Act, 2013, an extract of the Annual Return is given in Annexure I in the prescribed Form No. MGT - 9 which forms part of this Report.

25. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiative undertaken by the Company on the CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is also available on the Company’s website : www.nagadhunserigroup.com.

26. Particulars of Employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below :

a. Ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-2017.

SI. No.	Name of Director	Remuneration (Rs.)	Median Remuneration (Rs./in Lakhs)	Ratio
1.	Mrs. Aruna Dhanuka	45,23,605/-	3.08 Lakhs	14.69
2.	Mr. C. K. Dhanuka	29,000/-	3.08 Lakhs	0.09
3.	Mr. Mrigank Dhanuka	25,000/-	3.08 Lakhs	0.08
4.	Mr. Rajeev Rungta	36,500/-	3.08 Lakhs	0.12
5.	Mr. I. K. Kejriwal	40,500/-	3.08 Lakhs	0.13
6.	Mr. G. R. Goenka	36,500/-	3.08 Lakhs	0.12

b. Percentage Increase of Remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

SI. No.	Name and Designation	% of Increase
1.	Mr. C. K. Dhanuka - Chairman	No Change
2.	Mrs. Aruna Dhanuka - Managing Director upto 09.02.2017	53.86%
3.	Mr. Mrigank Dhanuka - Director	No Change
4.	Mr. Rajeev Rungta - Director	No Change
5.	Mr. I. K. Kejriwal - Director	No Change
6.	Mr. G. R. Goenka - Director	No Change
7.	Mr. H. P. Bhuwania-CFO (retired on 01.10.2016)	No Change
8.	Mr. Ayush Beriwala - CFO (appointed on 03.11.2016)	No Change
9.	Mr. H. P. Bhuwania-CEO (appointed on 10.02.2017)	No Change
10.	Mr. A. K. Sarkar - CS (retired on 01.03.2017)	20.00%
11.	Ms. Shilpa Agarwal - CS (appointed on 01.03.2017)	No Change

c. The percentage increase in the median remuneration of the employees in the financial year: 17.11

d. No of employees on the rolls of the Company as on 31.03.2017 :10 (Ten)

e. Average percentile Increase already made In the salaries of employees other than the managerial personnel In the financial year 2016-17 was 10.93% and In the case of managerial remuneration the increase was 53.86%. The remuneration payable to Managing Director has variable component which is dependent on the profit of the Company and other employees remuneration has fixed pay which depends on his / her performance.

f. The Company affirms remuneration is as per remuneration policy of the Company.

g. The statement containing particulars of employees as required under Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i) Statement of Particulars of Top 10 Employees

Sr. No.	Name of Employee	Age	Qualification	Designation	Date of Joinig	Experience (in years)	Remuneration (Rs. Rs.)
1.	Mrs. Aruna Dhanuka1	58	Graduate	Managing Director	31.10.2005	12	45,23,605
2.	Mr. Hari Prasad Bhuwania2	79	Graduate	CFO	13.08.2014	50	15,06,683
3.	Mr. Ashit Kumar Sarkar#	82	Graduate CA, CS	CS	01.11.2014	50	6,47,116
4.	Mr. Ayush Beriwala	35	Graduate CA	CFO	03.11.2016	10	4,99,897
5.	Mr. Swapan Kumar Das	62	Graduate	Accounts Executive	01.11.1979	37	3,88,496
6.	Mr. Sumanjit Das	47	Graduate	Accounts Executive	18.04.1994	23	3,64,220
7.	Mr. Supriyo Bose##	65	Graduate	Accounts Executive	06.08.1979	37	3,41,627
8.	Mr. Deepak Verma	28	Graduate	Accounts Executive	27.07.2015	5	3,15,833
9.	Mr. K. Venugopal Nair	56	Graduate	Accounts Executive	01.04.2007	31	3,00,800
10.	Mr. Samir Kumar Mitra###	63	Graduate	Accounts Executive	02.11.1974	42	2,39,200

* Resigned as Managing Director w.e.f. 09.02.2017.

** Retired w.e.f. 01.10.2016.

# Retired w.e.f. 01.03.2017.

## Retired w.e.f. 01.01.2017.

### Retired w.e.f. 01.11.2016.

ii) Employed throughout the Financial Year 2016-17 and drawing a remuneration in aggregate not Less Than One Crore Two Lakh Rupees per annum : NIL

Iil) Employed for a part of the Financial Year 2016-17 and drawing a remuneration in aggregate not Less Than Eight Lakh Fifty Thousand Rupees per month : NIL

27. Disclosure requirements

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate the formulation of certain policies for all listed companies. All policies are available on the Company’s website www.nagadhunserigroup.com. The Corporate Governance Report with Auditors’ Certificate thereon and Management Discussion and Analysis Report are attached, which form part of this report.

The key policies that have been adopted by the Company are as follows :

Details of the familiarization program of the independent directors are available on the website of the Company http://www.nagadhunserigroup.com/downloads/programme-independent-directors.pdf.

Policy for determining material subsidiaries of the Company is available on the website of the Company http:// www.nagadhunserigroup.com/downloads/naga-policy-for-determining-material-subsidiary.pdf.

Policy on dealing with related party transactions is available on the website of the Company http:// www.nagadhunserigroup.com/downloads/naga-related-party-transaction-policy.pdf.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. There has been no change to the whistle blower policy adopted by the Company during the year 2017 and the said policy is available on the website of the Company http://www.nagadhunserigroup.com/downloads/naga-vigil-mechanism.pdf.

The Company has formulated the Corporate Social Responsibility Policy and the same is available on the website of the Company http://www.nagadhunserigroup.com/downloads/CSR-Policy.pdf

The Company has formulated a policy related to disclosure of material events affecting the Company i.e. Policy on Materiality and the same is available on the website of the Company http://www.nagadhunserigroup.com/downloads/determination-of-materiality-of-an-event-or-information-for-disclosure-to-stock-exchanges-policy.pdf

The policy which deals with the retention and archival of corporate records of the Company is also available on the website of the Company http://www.nagadhunserigroup.com/downloads/archival-policy.pdf

The Company has formulated the policy on preservation of documents and the same is available in the website of the Company http://www.nagadhunserigroup.com/downloads/policy-on%20-peservation-of-documents.pdf

28. State of Company’s affairs

The Company’s main business is investments in shares and securities. The Management regularly monitor the changing market conditions and trends. Further, any slowdown of the economic growth or volatility in global financial market could adversely affect the Company’s business.

29. Material changes and commitments, if any, affecting the financial position of the Company

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

30. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future.

No significant and material orders were passed by any regulator or court or tribunals impacting the going concern status and affecting the company’s operation in future.

31. Particulars of Conservation of Energy and Technology absorption

The particulars in respect of conservation of energy and technology absorption are not applicable to the Company.

Foreign Exchange Earnings and outgo.

During the year under review there was no foreign exchange earnings and the outflow was Rs. 8 lakhs.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has set up Internal Complaint Committee (ICC) under Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the year on 3rd February, 2017.

No complaints have been received by the Company during the F.Y. 2016-17.

33. Transfer of shares to Investor Education Protection Fund

The Company had issued notices to respective shareholders regarding proposed transfer of equity shares to Investor Education and Protection Fund (IEPF) (in respect of which dividend has been unclaimed / unpaid for seven consecutive years or more) pursuant to the provisions of Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The details of the shareholders who have not claimed dividend for the last 7 consecutive years are available on the Company’s website at www.nagadhunserigoup.com. The Company has also published notice in newspapers in this regard.

The members who have not encashed the dividend warrant(s) for the year(s) 2009-2010 onwards, are requested to submit their claim to the Company.

Please note that no claim shall lie against the Company in respect of the shares so transferred to the IEPF.

The shares transferred to the IEPF can be claimed back by the concerned members from IEPF Authority after complying with the procedure prescribed under the IEPF Rules.

34. Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 99th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of this Annual Report including the Notice of the 99th AGM are sent by permitted mode.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in note 10 annexed to the Notice.

35. Acknowledgement

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Board of Directors also thank the employees of the Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

For & on behalf of the Board of Directors

Place : Kolkata C. K. DHANUKA

Dated, The 30th day of May, 2017 Chairman

---

Mar 31, 2016

DIRECTORS'' REPORT

The Directors are pleased to submit the 98th Annual Report together with Audited Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS	Standalone For the year ended 31st March, 2016		Standalone		Consolidated
			For the year ended For the year ended 31st March, 2015 31st March, 2016
	Rs. Lacs	Rs. Lacs	Rs. Lacs	Rs. Lacs	Rs. Lacs
Profit before Depreciation & Taxation		249.39		1108.46	249.39
Add / Less : Depreciation	(25.55)		(38.25)		(25.55)
Provision for Taxation	—		(185.00)		—
Deferred Tax Liability (Asset)	1.30		0.18		1.30
Earlier year Tax Adjustment	1.31	(22.94)	—	(223.07)	1.31
Profit after Taxation		226.45		885.39	226.45
Share of Profit/(Loss) of associates		—		—	(2030.33)
Net Profit after Share of Profit/(Loss)		226.45		885.39	(1803.88)
Add : Balance brought forward from
Previous year		68.65		44.42	191.75
Profit Available for appropriation		295.10		929.81	(1612.13)
Appropriations
Proposed Dividend @ Rs. 2.50 per share
(Previous year Rs. 2.50 per share)		25.00		25.00	25.00
Dividend Tax on Proposed Dividend		5.09		5.09	5.09
Transferred to NBFC Reserve Fund		45.29		177.08	45.29
Transferred to General Reserve		100.00		654.00	100.00
Balance carried to Balance Sheet		119.72		68.65	(1787.51)
		295.10		929.81	(1612.13)

Working Results

The Company''s principal business is dealing in shares and securities. The volatile movement of stock market had an adverse impact on the Company''s profitability during the year. As a result, the profit for the year amounted to Rs. 226.45 lakhs against Rs. 885.39 lakhs in the previous year.

Dividend

Your Directors recommend a dividend @ Rs. 2.50 per equity share (25%) for the financial year 2015-16 as compared to Rs. 2.50 per share (25%) in the previous year.

NBFC Reserve Fund

A sum of Rs. 45.29 lakhs was transferred to NBFC Reserve from the year''s surplus. The total balance of this fund stood at Rs. 1306.02 lakhs as on 31st March, 2016.

General Reserve

A sum of Rs. 100.00 lakhs was transferred to General Reserve from the year''s surplus. The total balance of this Fund stood at Rs. 5,100.00 lakhs as on 31st March, 2016.

Share Capital

The paid up Equity Share Capital as on 31 st March, 2016 was Rs. 100 Lacs. During the year under review the Company has not issued any shares or convertible instruments.

Change in the nature of business, if any

The Company is engaged in Non-Banking Financial activity and is duly registered with the RBI as an NBFC Company. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2016 and the date of this Report of the Directors.

Subsidiary / Joint Ventures / Associates

The Company has no subsidiaries or Joint Venture Companies. A table is enclosed as Annexure - 6 in Form AOC - 1, Part B showing details of Associate Company.

Directors

Sri C. K. Dhanuka retires by rotation and being eligible offers himself for reappointment. The Board recommends reappointment of Sri C. K. Dhanuka. Brief resume of Sri C. K. Dhanuka is provided in the attached Corporate Governance Report (Annexure - 1).

Meetings of Board and Committees

The details of number and dates of meetings held by the Board and its Committees and attendance of Directors are given separately in the attached Corporate Governance Report.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that -

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed with no material departures;

(b) 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 and of the profit of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Declaration by Independent Directors

All three Independent Directors of the Company have given declarations that they meet the criteria of independence as specified under Section 149(6)(b) to (e) of the Companies Act, 2013. (Annexure - 4)

Audit Committee

The Audit Committee is constituted of 3 Independent Directors, Sri Rajeev Rungta is Chairman and Sri I. K. Kejriwal and Sri G. R. Goenka are Members. The Committee held 4 meetings during the year the details of which have been given in the Corporate Governance Report. The gap between two meetings of the Audit Committee was not more than 120 days as required by the Companies Act, 2013.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted of 3 Independent Directors, Sri I. K. Kejriwal is Chairman and Sri Rajeev Rungta and Sri G. R. Goenka are Members. The Committee held one meeting on 28.05.2015 during the year details of which have been given in the Corporate Governance Report.

The Nomination and Remuneration Committee have also laid down the policy and process of evaluation of Board of Directors. Under this policy a set of parameters to be used in the evaluation process has been determined for :

(i) Self evaluation of the Board Members.

(ii) Evaluation of Non-Independent Directors'' performance by Independent Directors.

(iii) Evaluation of Chairman''s performance by Independent Directors.

(iv) Assessment of quantity, quality and timeliness of information to the Board using the parameters mentioned above the evaluation of the Board Members was carried out.

A separate meeting of Independent Directors was held on 30th November, 2015 to evaluate performance of the Non-Independent Directors, Chairman of the Board of Directors and the Board as a whole.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of three Directors. Sri Rajeev Rungta, an Independent Director is the Chairman and Smt. Aruna Dhanuka and Sri Mrigank Dhanuka are Members. The Committee held 10 meetings during the year the details of which have been given in the Corporate Governance Report.

Key Managerial Personnel

The following 3 persons were formally designated as Key Managerial Personnel (KMP) in compliance with the provisions of Section 203 of the Companies Act, 2013 :

(a) Mrs. Aruna Dhanuka, Managing Director

(b) Mr. H. P. Bhuwania, Chief Financial Officer

(c) Mr. A. K. Sarkar, Company Secretary

Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2016 are mentioned in the Extract of the Annual Return in Form No. MGT - 9 (Annexure - 3).

Annual Evaluation of Boards Performance

The evaluation criteria was laid down by the Nomination and Remuneration Committee for the performance of the Independent Directors of the Company.

The performace evaluation of each Independent Director was done by the entire Board of Directors excluding the Director being evaluated.

On the basis of the peformance evaluation the Board of Directors hereby confirm that all the Independent Directors shall continue for the full term of their current appointment i.e. for a period of 5 years commencing on 1st October, 2014.

Managerial Remuneration

i. The Remuneration of Managing Director, a Key Managerial Personnel, comprises of Salary, Perquisites and Commission as recommended by the Nomination and Remuneration Committee to the Board of Directors for acceptance and approved by the Share-holders at the Annual General Meeting of the Company held on 04.09.2014. For the current accounting year ended 31st March, 2016 no Commission is payable to the Managing Director as calculated under the provisions of the Companies Act, 2013.

ii. The Remuneration of Non-Executive Directors including Independent Directors comprise of sitting fees for attending meetings of the Board of Directors and Committees thereof unless waived by the Directors present in the meeting.

iii. The Company''s Remuneration policy covers annual payment of Commission @ 1% of Net Profit of the Company computed as per provisions of the Companies Act, 2013 subject to a ceiling of Rs. 1,00,000/- (One lac only) to all Non-Executive Directors including all Independent Directors taken together.

iv. The Company''s Remuneration Policy also covers payment of service tax by the Company on sitting fees payable to the Non-Executive Directors and annual commission payable to all Directors.

v. Remuneration of other Key Managerial Personnel is fixed by the Management and ratified by the Nomination and Remuneration Committee.

vi. It is also part of the Company''s Policy to pay interest free repayable advances to staff and officers, except Directors, against salary in deserving cases as may be considered by the Management.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and has been posted in the Company''s website.

Disclosure Under Section 197 (12) and Rules 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed as Annexure 2 to this report.

Particulars of Employees

During the year there was no employee drawing remuneration beyond the limit prescribed in Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Vigil Mechanism

The Company has in place a vigil mechanism policy details of which are available on the Company''s website.

Contracts and Arrangements with Related Party

The Company follows a policy of disclosure of Related Party transactions in each meeting of the Audit Committee and also of the Board of Directors. All transactions with Related Parties during the year were in the normal course of business and done at arm''s length basis. The policy has been displayed in the Company''s website www.nagadhunserigroup.com. The details of Related Party Transactions are enclosed as Annexure - 7.

Risk Management

A Committee has been formed which will be functional as and when it will be mandatory for the Company. The Committee constitutes of Sri C. K. Dhanuka, Chairman and Smt. Aruna Dhanuka and Sri Rajeev Rungta as Members. The main objective of the Committee is to frame a Policy to identify the current and future material risk exposures of the Company''s business. In an Investment Company the possible threats are analyzed and steps are taken to achieve financial stability and future growth bearing in mind the various laws and regulations applicable to listed NBFCs.

Extract of the Annual Return

The extract of the Annual Return in Form No. MGT - 9 is enclosed as Annexure 3 and forms part of this Report. Particulars of Conservation of Energy and Technology absorption

The Company, not being in manufacturing business, has hardly any activity relating to conservation of energy and technology absorption.

Foreign Exchange Earnings and outgo

During the year under review there was no foreign exchange earnings and the outflow was Rs. 13.75 lacs.

RBI Directive to NBFC

The Company did not invite or accept any deposit from the public during the year ended 31st March, 2016. For the current financial year commencing 1st April, 2016 the Board of Directors of the Company has confirmed by a Circular Resolution dated 20th April, 2016 that the Company shall not invite or accept any deposit from the public during the financial year 2016-17.

Fixed Deposits

The Company did not accept any deposit from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of loans, guarantees and Investments

The Company has not given any loan or guarantee during the financial year 2015-16 attracting the provisions of Section 186 of the Companies Act, 2013.

Corporate Governance Report

Report on Corporate Governance pursuant to Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part of this Report as Annexure - 1.

Auditors'' Report

The Auditors'' Report is self-explanatory and does not require any comment.

Auditors

At the 97th Annual General Meeting of the Company held on 21st September, 2015 the Auditors of the Company Messrs S. S. Kothari & Company, Chartered Accountants were re-appointed as Auditors of the Company to hold office till the conclusion of the 99th Annual General Meeting to be held in 2017 subject to ratification by the shareholders at the Annual General Meeting under the provisions of Section 139 of the Companies Act, 2013 and the rules made there under. M/s. S. S. Kothari & Company have confirmed their eligibility for appointment and offer themselves for reappointment. On the recommendation of the Audit Committee the Board proposes the appointment of Messrs S. S. Kothari & Company, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of the 98 th Annual General Meeting till the conclusion of the 99th Annual General Meeting and the shareholders'' approval is being sought to ratify their appointment and to authorize the Board to fix their remuneration.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. A. K. Labh & Co., Company Secretaries have been appointed Secretarial Auditors of the Company. The Report of the Secretarial Auditors is enclosed as Annexure - 5 to this report. The report is self-explanatory and does not call for any comment.

Internal Audit & Controls

In terms of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies(Accounts) Rules, 2014 Messrs Damle Dhandhania & Co., Chartered Accountants, have been appointed as Internal Auditors of the Company with effect from 01.04.2014. An Independent Internal Audit function is an important element of the Company''s internal control system. The internal control system is supplemented through the audit programme of the Internal Auditors. Their Reports are discussed at the Audit Committee Meetings and suitable steps are taken, if required.

Corporate Social Responsibility

Pursuant to provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility, a Corporate Social Responsibility Committee was constituted with 2 Independent Directors, Sri Rajeev Rungta, as Chairman and Sri G. R. Goenka, as Member and Sri C. K. Dhanuka, a non-Independent Director as Member. The Committee met once during the year on 12.02.2016 and took necessary decision for implementation of the Company''s obligation under Corporate Social Responsibility (CSR). Further details in this regard has been elaborated in Annexure - 8.

Obligation of Company under the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

In compliance with the provisions of Sexual Harassment Act and its Rules a Committee has been constituted with Smt. Aruna Dhanuka, Managing Director and Miss Varsha Drolia, a senior official as Members and Smt. Nandini Sen of a reputable NGO as the 3rd Member.

The Committee met once during the year on 05.02.2016 and recorded that there was no complaint of sexual harassment received by the Company during the year nor there was any case pending up to the end of the year. Hence no action was required to be taken by the Company.

Website of the Company

The Company maintains a website www.nagadhunserigroup.com where detailed information of the Company are posted as per statutory requirement.

Listing

The shares of the Company are listed on the Calcutta Stock Exchange. The Company''s shares are compulsorily traded in Dematerialized form.

The ISIN Number allotted is INE756C01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned in the attached Corporate Governance Report. Only 13.28% of share capital is held in physical mode by individuals only.

Investor Education and Protection Fund

In compliance with the provisions of Section 205A of the Companies Act, 1956, a sum of Rs. 1, 46,944 being the dividend lying unclaimed out of the dividend declared by the Company for the year ended 31st March, 2008 were transferred to the Investor Education and Protection Fund of the Central Government on 17.11.2015.

Dividend which remains unclaimed out of the dividend declared by the Company for the year ended on 31st March, 2009 will be transferred to the Investor Education and Protection Fund of the Central Government in 2016 pursuant to the provisions of Section 205C of the Companies Act, 1956. Thereafter no claim shall lie on this unclaimed dividend from the shareholders.

E-Voting

The Company will provide e-voting facility to all members to enable them to cast their votes electronically on all resolutions set-forth in the notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (LODR) Regulations 2015. The instructions for e-voting have been provided in the Notice.

Members not availing of e-voting and attending the AGM are entitled to cast their vote by ballot at the AGM. Acknowledgement

The Board wish to acknowledge with thanks the support extended by the employees and shareholders of the Company.

Regd. Office :

DHUNSERI HOUSE,

4A, Woodburn Park

Kolkata - 700 020

CIN : L01132WB1918PLC003029

Phone : [phone]

Fax : [phone]

E-mail : [email protected] For & on behalf of the Board of Directors

Website : www.nagadhunserigroup.com ARUNA DHANUKA

Dated, The 30th day of May, 2016 Vice Chairman & Managing Director

---

Mar 31, 2015

The Directors are pleased to submit the 97th Annual Report together with Audited Accounts for the year ended 31st March, 2015.

	For the year ended		For the year ended
	31st March, 2015		31st March, 2014
	Rs. Lacs	Rs. Lacs	Rs. Lacs	Rs. Lacs
FINANCIAL RESULTS
Profit before Depreciation & Taxation		1,108.46		136.13
Add / Less : Depreciation	(38.25)		(72.14)
Provision for Taxation
Current Income Tax	(185.00)		—
Excess Provision for taxation
written back	—		0.36
Deferred Tax Liability (Asset)	0.18		5.14
		(223.07)		(66.64)
Profit after Taxation		885.39		69.49
Add : Balance brought forward from
Previous year		44.42		58.23
Available for appropriation		929.81		127.72
Appropriations
Proposed Dividend @ Rs. 2.50 per share
(Previous year Rs. 21- per share)		25.00		20.00
Dividend Tax on Proposed Dividend		5.09		3.40
Transferred to NBFC Reserve Fund		177.08		13.90
Transferred to General Reserve		654.00		46.00
Balance carried to Balance Sheet		68.64		44.42
		929.81		127.72

Working Results

During the year under review the Company’s profit increased substantially due to improved market condition. The Company’s Profit after Tax during the year was Rs. 885.39 lakhs compared to Rs. 69.49 lakhs during the previous year. Dividend

Your Directors recommend a dividend @ Rs. 2.50 per equity share (25%) for the financial year 2014 - 2015 as compared to Rs. 21- per share (20%) in the previous year.

NBFC Reserve Fund

A sum of Rs. 177.08 lacs was transferred to NBFC Reserve from the year’s surplus. The total balance of this Fund stood at Rs.1260.73 lacs as on 31st March, 2015.

General Reserve

A sum of Rs. 654 lacs was transferred to General Reserve from the year’s surplus. The total balance of this Fund stood at Rs. 5000 lacs as on 31st March, 2015.

Share Capital

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 100 lacs. During the year under review the Company has not issued any shares or convertible instruments.

Change in the nature of business, if any

The Company is engaged in Non-Banking Financial activity and is duly registered with the RBI as an NBFC Company.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the company’s operations in future

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

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2015 and the date of this Report of the Directors.

Subsidiary / Joint Ventures / Associates

The Company has no subsidiaries or Joint Venture Companies. Detail of Associate Company is attached as Annexure 6.

Directors

Smt. Aruna Dhanuka was appointed Managing Director with effect from 1st July, 2014. Her appointment and terms and conditions of employment were approved by the members at the last Annual General Meeting held on 4th September, 2014.

Sri Mrigank Dhanuka retires by rotation and being eligible offers himself for reappointment. Brief resume of Sri Mrigank Dhanuka is provided in the attached Corporate Governance Report.

Meetings of Board and Committees

The details of number and dates of meetings held by the Board and its Committees and attendance of Directors are given separately in the attached Corporate Governance Report.

Directors’ Responsibility Statement

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 the Directors of your Company confirm that -

(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed with no material departures;

(b) 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 and of the profit of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Audit Committee

The Audit Committee is Constituted with 3 Independent Directors, Sri Rajeev Rungta, Chairman, Sri I. K. Kejriwal and Sri G. R. Goenka, members. The Committee held 4 meetings during the year the details of which have been given in the Corporate Governance Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of 3 Independent Directors, Sri Rajeev Rungta, Chairman, Sri I. K. Kejriwal and Sri G. R. Goenka, members. The Committee held 9 meetings during the year the details of which have been given in the Corporate Governance Report.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee is constituted with 3 Independent Directors, Sri I. K. Kejriwal, Chairman, Sri Rajeev Rungta and Sri G. R. Goenka, members. The Committee held 3 meetings during the year the details of which have been given in the Corporate Governance Report Key Managerial Personnel

The following three persons were formally designated as Key Managerial Personnel of the Company in compliance with the provisions of section 203 of the Companies Act, 2013 :

a) Mrs. Aruna Dhanuka, Managing Director

b) Mr. H. P. Bhuwania, Chief Financial Officer

c) Mr. A. K. Sarkar, Company Secretary

Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2015 are mentioned in the Extract of the Annual Return.

Contracts and Arrangements with Related Party

The Company follows a policy of disclosure of Related Party Transactions in each Meeting of the Audit Committee and also of the Board of Directors. All transactions with Related Parties during the year were in the normal course of business. The policy has been displayed in the Company’s website www.nagadhunserigroup.com. The details of Related Party Transactions are enclosed as Annexure 7.

Annual Evaluation of Boards’ Performance

The evaluation criteria was laid down by the Nomination & Remuneration Committee for the performance of the Independent Directors of the Company.

The performance evaluation of each Independent Director was done by the entire Board of Directors excluding the Director being evaluated.

On the basis of the performance evaluation the Board of Directors hereby confirm that the Independent Directors shall continue for the full term of their current appointment i.e. for a period of 5 years commencing on 1st October, 2014. The Nomination & Remuneration Committee have also laid down the policy and process of evaluation of Board of Directors. Under this policy a set of parameters to be used in the evaluation process has been determined for :

i. Self evaluation of the Board Members

ii. Evaluation of Non-Independent Directors’ performance by Independent Directors.

iii. Evaluation of Chairman’s performance by Independent Directors.

iv. Assessment of quantity, quality and timeliness of information to the Board

Using the parameters mentioned above the evaluation of the Board Members was carried out.

A separate meeting of Independent Directors was held on 13.11.2014 to evaluate performance of the Chairman of the Board of the Directors and the Board as a whole.

Managerial Remuneration :

i. The Remuneration of the Managing Director comprises of Salary, Perquisites and Commission as recommended by the Nomination and Remuneration Committee to the Board of Directors for acceptance subject to approval of the Shareholders at a General Meeting of the Company and subject to the overall limit laid down in the Company’s Act, 2013.

ii. The remuneration of Non-Executive Directors including Independent Directors comprises of sitting fees for attending meetings of the Board of Directors and Committees thereof unless waived by the Directors present in the meeting.

In addition, the Remuneration Policy of the Company covers annual payment of Commission @ 1% of Net Profit of the Company computed as per provisions of the Companies Act, 2013 subject to a ceiling of Rs. 1,00,000/- (One lac only) to all Non-Executive Directors including all Independent Directors taken together.

iii. The Company’s Remuneration Policy also covers payment of service tax by the Company on sitting fees and annual commission to the Non-Executive Directors.

iv. Remuneration of Key Managerial Personnel is fixed by the Management on the recommendation of the Nomination & Remuneration Committee.

v. It is also part of the Company’s Policy to pay repayable interest free advances to staff and officers, except Directors, against salary in deserving cases as may be considered by the Management.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and has been posted in the Company’s website.

Disclosure Under Section 197 (12) and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc as stipulated under the above rules are annexed as Annexure 2 to this report.

PARTICULARS OF EMPLOYEES

During the year there was no employee drawing remuneration beyond the limit prescribed in Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Vigil Mechanism

The Company has in place a vigil mechanism policy details of which are available on the Company’s website.

Risk Management

A Committee has been formed which will be functional as and when it will be mandatory.

Extract of the Annual Return

The extract of the Annual Return in Form No. MGT - 9 is enclosed as Annexure 3 and forms part of this Report. Declaration by Independent Directors

The Company has received confirmations from the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 which is enclosed as Annexure 4.

An independent director shall hold office for a term up to five consecutive years on the Board of the Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

PARTICULARS OF CONSERVATION OF ENERGY, AND TECHNOLOGY ABSORPTION

The Company, not being in manufacturing business, has hardly any activity relating to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there was no foreign exchange earnings and the outflow was Rs. 10.74 lacs.

R.B.I. DIRECTIVE TO NBFC

The Company did not invite or accept any deposit from the public during the year ended 31st March, 2015. For the current financial year commencing 1st April, 2015 the Board of Directors of the Company has confirmed by a Circular Resolution dated 6th April, 2015 that the Company shall not invite or accept any deposit from the public during the financial year 2015 - 2016.

Fixed Deposits

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Loans, guarantees and investments

The Company has not given any Loan or guarantee during the financial year 2014 - 15 attracting the provisions of Section 186 of the Companies Act, 2013

Corporate Governance Report

Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Calcutta Stock Exchange is annexed hereto and forms part of this Report as Annexure 1.

Auditors’ Report

The Auditors report is self-explanatory and does not require any comment.

Auditors

At the 96th Annual General Meeting of the Company held on 4th September, 2014 the Auditors of the Company Messrs S. S. Kothari & Company, Chartered Accountants were re-appointed for a term of 3 years subject to ratification by the shareholders at each Annual General Meeting (AGM) under the provisions of Section 139 the Companies Act, 2013 and the Rules framed thereunder. Messrs S. S. Kothari & Company have confirmed their eligibility for appointment and offer themselves for re-appointment. The Board of Directors on the basis of the Recommendation of the Audit Committee proposes the appointment of Messrs S. S. Kothari & Company, Chartered Accountants as the statutory Auditors of the Company to hold office from the conclusion of the 97th AGM till the conclusion of the 99th AGM and the shareholders’ approval is being sought to ratify their appointment and to authorize the Board to fix their remuneration.

Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. A. K. Labh & Co., Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 5 to this report. The report is self-explanatory and do not call for any further comment.

Internal Audit & Controls

In terms of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 Messrs Damle Dhandhania & Co., Chartered Accountants, have been appointed as Internal Auditors of the Company with effect from 01.04.2014.

Internal Auditors’ findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Issue of Employee Stock Options

The Company has no scheme for Employee Stock Option.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility was not applicable for the year ended 31st March, 2014. The Company will implement CSR activities for the financial year 2015 - 16 after the Accounts are approved by the Shareholders at the ensuing Annual General Meeting.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new Act “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any woman employee.

The Company has constituted a Committee and adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.

Website of the Company

The Company maintains a website www.nagadhunserigroup.com where detailed information of the Company are posted.

Listing

The shares of the Company are listed on the Calcutta Stock Exchange. The Company’s shares are compulsorily traded in Dematerialized form. The ISIN number allotted is INE756C01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned in the attached Corporate Governance Report. Only 13.73 % of share capital is held in physical mode by individuals only.

Investor Education and Protection Fund

In compliance with the provisions of section 205A of the Companies Act, 1956, a sum of Rs. 1,49,898/- being the dividend lying unclaimed out of the dividend declared by the Company for the year ended 31st March, 2007 was transferred to the Investor Education and Protection Fund of the Central Government in November, 2014.

Dividend which remains unclaimed out of the dividend declared by the Company for the year ended on 31st March, 2008 will be transferred to the Investor Education and Protection Fund of the Central Government in 2015, pursuant to the provisions of Section 205C of the Companies Act, 1956. Thereafter no claim shall lie on this unclaimed dividend from the shareholders.

E- Voting

The Company will provide e-voting facility to all members to enable them to cast their votes electronically on all resolutions set-forth in the notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting have been provided in the Notice.

ACKNOWLEDGEMENT

The Board wish to acknowledge with thanks the support extended by the employees and shareholders of the Company.

Regd. Office :

DHUNSERI HOUSE,

4A, Woodburn Park

Kolkata - 700 020

CIN : L01132WB1918PLC003029

Phone : [phone]

Fax : [phone]

E-mail : [email protected] For & on behalf of the Board of Directors

Website : www.nagadhunserigroup.com C. K. DHANUKA

Dated, The 28th day of May, 2015 Chairman