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N R Agarwal Industries Ltd

BSE Code : 516082 | NSE Symbol : NRAIL | ISIN:INE740D01017| SECTOR : Paper |

NSE BSE
 
SMC up arrow

366.30

1.05 (0.29%) Volume 13995

27-Sep-2022 EOD

Prev. Close

365.25

Open Price

369.85

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

366.30(2)

 

Today’s High/Low 374.40 - 361.50

52 wk High/Low 414.90 - 200.20

Key Stats

MARKET CAP (RS CR) 621.2
P/E 9.17
BOOK VALUE (RS) 314.9691229
DIV (%) 10
MARKET LOT 1
EPS (TTM) 39.8
PRICE/BOOK 1.15884375153778
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%) 49.65
4

News & Announcements

20-Sep-2022

N R Agarwal Industries Ltd - Compliances-Reg. 39 (3) - Details of Loss of Certificate / Duplicate Certificate

16-Sep-2022

NR Agarwal Industries to convene AGM

06-Sep-2022

N R Agarwal Industries Ltd - Announcement under Regulation 30 (LODR)-Newspaper Publication

05-Sep-2022

N R Agarwal Industries Ltd - Annual General Meeting Of The Company On September 29 2022.

16-Sep-2022

NR Agarwal Industries to convene AGM

18-Jul-2022

NR Agarwal Industries to discuss results

13-May-2022

N R Agarwal Industries CFO resigns

10-May-2022

NR Agarwal Industries to discuss results

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
A S Rototech Ltd (Wound-up) 523072
Agio Paper & Industries Ltd 516020
Anand Duplex Ltd 40432
Andhra Paper Ltd 502330 ANDHRAPAP
Astron Paper & Board Mill Ltd 540824 ASTRON
Aurangabad Paper Mills Ltd 502352 AURANPAPER
B J Duplex Boards Ltd 531647
B K Duplex Board Ltd 516112
B&B Triplewall Containers Ltd 535120 BBTCL
Balkrishna Paper Mills Ltd 539251 BALKRISHNA
Ballarpur Industries Ltd 500102 BALLARPUR
Bio Green Papers Ltd 534535
Cella Space Ltd 532701
Century Textiles & Industries Ltd 500040 CENTURYTEX
Chadha Papers Ltd 531946
Coastal Papers Ltd (Merged) 502369
Coral Newsprints Ltd 530755
Cosboard Industries Ltd 530859
Crescent Colorcoat Systems Ltd 516070
Crest Paper Mills Ltd 516104
Dadrawala Papers Ltd 516042
Danube Industries Ltd 540361
Denmur Fax Roll Ltd 526273 DENMURFAX
Eggro Paper Moulds Ltd 530717
Ellora Paper Mills Ltd 502374
Emami Paper Mills Ltd 533208 EMAMIPAP
Emami Paper Mills Ltd (Merged) 40246
G K P Printing & Packaging Ltd 542666
Ganga Papers India Ltd 531813
Genus Paper & Boards Ltd 538961 GENUSPAPER
Gold Star Straw Products Ltd 531122
Gratex Industries Ltd 526751
Hardoli Paper Mills Ltd 40355
Hi-Tech Winding Systems Ltd 541627
ITC Bhadrachalam Paperboards Ltd (Merged) 500340 ITCBHADRA
Jackard Products Ltd 516060
Jainpur Straw Board And Paper Pvt Ltd 530623
Jayant Paper Mills Ltd 502390
JK Paper Ltd 532162 JKPAPER
Kalptaru Papers Ltd 590036
Kankariya Chemical Industries Ltd 524222
Kay Power & Paper Ltd 530255
Kuantum Papers Ltd 532937 KUANTUM
Kushal Ltd 536170
Lawa Coated Papers Ltd 523730
Madhya Bharat Papers Ltd 40240
Magnum Ventures Ltd 532896 MAGNUM
Malu Paper Mills Ltd 532728 MALUPAPER
Mansarovar Paper & Industries Ltd 532208
Mohit Paper Mills Ltd 530169
Mukerian Papers Ltd 516068 MUKERPAPER
Mysore Paper Mills Ltd 502405
Nath Industries Ltd 502587
Nath Pulp & Paper Mills Ltd(Merged) 502407 NATHPULP
Nayagara Paper Products (India) Ltd 516044
Nice Papers Ltd 40206
Nishant Paper Mills Ltd 516048
Orient Paper & Industries Ltd 502420 ORIENTPPR
Pamwi Tissues Ltd 502577
Parijat Paper Mills Ltd 40208
Pitambar Coated Papers Ltd 530785
Pondichery Papers Ltd 40262
Pudumjee Paper Products Ltd 539785 PDMJEPAPER
R N Paper & Boards Ltd 516036
Rainbow Papers Ltd 523523 RAINBOWPAP
Rama Paper Mills Ltd 500357
Rana Mohendra Papers Ltd 516074
Reacto Papers India Ltd 531291
Ruchira Papers Ltd 532785 RUCHIRA
Saffron Industries Ltd 531436
Sai Rayalseema Paper Mills Ltd 502468
Sangal Papers Ltd 516096
Sarda Papers Ltd 516032
Satia Industries Ltd 539201 SATIA
Saurashtra Paper & Board Mills Ltd 516088 SAURASTPPR
Servalakshmi Paper Ltd 533401 SERVALL
Seshasayee Paper & Boards Ltd 502450 SESHAPAPER
Shiva Paper Mills Ltd 502550
Shree Ajit Pulp and Paper Ltd 538795
Shree Ambeshwar Paper Mills Ltd 516028
Shree Bhawani Paper Mills Ltd 502563
Shree Industries Ltd 516040
Shree Jagdambe Paper Mills Ltd 531019
Shree Karthik Papers Ltd 516106
Shree Krishna Paper Mills & Industries Ltd 500388
Shree Rajeshwaranand Paper Mills Ltd 516086
Shree Rama Newsprint Ltd 500356 RAMANEWS
Shree Vindhya Paper Mills Ltd 502452 SHRVINDPPR
Shreyans Industries Ltd 516016 SHREYANIND
Sirpur Paper Mills Ltd 502455 SIRPAPER
Solid Containers Ltd 502460
Soma Papers & Industries Ltd 516038
Sophia Traexpo Ltd 541633
South India Paper Mills Ltd 516108 SIPAPER
Speciality Papers Ltd 502465
Star Paper Mills Ltd 516022 STARPAPER
Sumuka Agro Industries Ltd 532070
Sushila Pulp & Papers Ltd 516034
Tamil Nadu Newsprint & Papers Ltd 531426 TNPL
Tungabhadra Pulp & Board Mills Ltd 516001
Vapi Paper Mills Ltd 502589
Varinder Agro Chemicals Ltd (Merged) 506899
Vidarbha Paper Mills Ltd(merged) 502520
Vidhi Industries Ltd 516084
Vishal Papertech (India) Ltd 531981
Well Pack Papers & Containers Ltd 531249
West Coast Paper Mills Ltd 500444 WSTCSTPAPR
Yash Pakka Ltd 516030

Share Holding

Category No. of shares Percentage
Total Foreign 171578 1.01
Total Institutions 2500 0.02
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 576917 3.39
Total Promoters 12516998 73.55
Total Public & others 3751107 22.03
Total 17019100 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About N R Agarwal Industries Ltd

N R Agarwal Industries, promoted by N R Agarwal group is into manufacture of all Duplex Boards and Newsprint. The company incorporated in 1993 as a public limited company is one of the biggest manufacturer of industrial paper and packing boards in India. The range of products includes writing & printing paper, wrapping paper, newsprint, photographic paper, emery paper, duplex and triplex boards, soda pulp, mechanical pulp and sulphite pulp. The company operates two plants at Vapi, Gujarat with an installed capacity to produce 25200 MTPA of Duplex Boards and 30000 MTPA of Newsprint on three shift basis. The company's Duplex Boards, which are marketed under N R brand is used by reputed FMCG companies as packaging material. The company has more than 100 companies on its client list including blue-chip names such as Brooke Bond, Glaxo, ITC, Colgate-Palmolive, Johnson & Johnson, Emami and Balsara. The company came out with a public issue in Jul 1994 to part finance its project of setting up a 15000 tpa plant in Gujarat to manufacture Duplex Boards and Kraft paper. Later during the year 1998-99 the company has commissioned Newsprint manufacturing plant and production commenced from July 1998. Further next year the company has installed additional equipment in the newsprint project which has resulted in enhanced production and improved quality of newsprint.

N R Agarwal Industries Ltd Chairman Speech

How would you summarise the industry scenario in FY 2018?

This year the paper industry in India has witnessed an unprecedent boom. Strong economic growth has been accompanied by equally robust demand for paper. The demand drivers and growth triggers have come from a combination of factors such as rising income levels, growing per capita expenditure, rapid urbanisation and a larger proportion of earning population which is expected to lead consumption and there is enormous potential for the paper industry in the country. The low per capita paper consumption in the country also provides a greater window of opportunity in the near long-term.

Additionally, the Chinese Government's move of banning import of several varieties of waste paper amidst environment concerns, has resulted in a drop in global waste paper prices. As a result, the prices of recycled paper in China, used for packaging material, has increased due to short supply of waste paper. Indian manufacturers using waste paper stand to benefit on account of lower global waste paper prices (on excess supply) and higher realization for recycled paper.

Could you please elaborate on NRAIL's performance in FY 2018?

Well, this year was another round of commendable performance continuing to lay the foundation for future growth. All our capacities are operating at 90%+ capacities. We reported revenues from operations of Rs 1226.17 Cr during the year, an increase of 11.95% from the previous year and the highest since our inception. We fast-tracked our sales across the different product lines and reported 12% growth at the EBIDTA level and 81.46% growth in the net profit after tax level. Our net operating profit and net profit after tax margins recorded 12.65% and 7.36% respectively. Hence, this year is marked by robust top-line and bottom-line growth.

What were some of the major initiatives that transpired during the year?

Technological improvement and upgradation of the machineries are two of the major initiatives that transpired during the year. At NRAIL, we felt that it was imperative to undertake a major overhaul across all our manufacturing units in order to stay relevant in today's competitive world as well as ensure future readiness. Leveraging our past experience of more than four decades in the paper business, we undertook some of the most decisive initiatives during the year in question towards building a robust future for the Company. In line with this strategy, we embarked on upgrading our old machines with the latest state-of-the-art ones. This has been an ongoing work for some time now at NRAIL but in FY 2018 it picked a great momentum and we invested Rs 53.64 Cr during the year for technology and machinery upgradation.

Another step that we took during the year was deciding to continue with the newsprint business. Earlier during the year we had decided to bid adieu to the newsprint segment on account of higher import cost and shift in user preference to online news platforms which had been adversely affecting newsprint prices. However, to our pleasant surprise, in the last few months the newsprint prices have soared to historical highs, reducing the gap between newsprint and writing printing papers to less than 10%. In the light of this recent development, the Company is not exiting the newsprint segment in totality.

We also took the decision to fast track the transition of the Company with envisaging the setting up of a new 600 TPD kraft paper unit. The rationale behind considering kraft paper as an option is the foresight of a strong demand growth from the packaging sector, especially the brown-grade. Because of the growing e-commerce business, the packaging paper and boards (PPB) segment is likely to grow fast. With readily available land space and infrastructure, this move can provide us with the required impetus for achieving the next leg of our envisioned future growth.

How is this new project unfolding?

Currently we are at a pretty nascent stage of implementing our vision and the kraft project is just being looked at as a potential possibility. Recently, we came to an agreement with Ernst & Young to undertake a techno economic viability study on our behalf and based on their report we would take our final decision.

How do you see the Indian paper industry shaping up over the next 5 years?

Considering the present per capita paper consumption in India, I see a sea of opportunity lying ahead of us. With the growing importance of e-commerce business, rising literacy rates and burgeoning FMCG and packaged food industry, the days ahead for the Indian paper industry are expected to be phenomenal as the Indian paper industry is likely to outpace the global industry in terms of growth. Despite increasing digitisation, the Indian paper industry is expected to clock double digit growth over the next five years. Moreover, there are some changes in the Chinese market which has restricted their own production and curtailed their imports of some of the waste paper varieties which is good news for Indian waste paper consumer mills. Looking at all these factors, I am quite bullish about the paper industry for the coming years.

How is the Company accelerating towards the future?

We aim to be one of the top five paper mills in India in the near future and all our investments and strategies are aimed towards achieving this transition. The capital expenditures we have made over the last few years mean that our plants are more agile, and our machinery and equipment are up to date. These investments, coupled with process improvements, also mean we are well prepared to handle more volume and are well positioned to cater to the growing demands.

How you plan to fund your investments?

The project is expected to cost ~H 4 bn and shall be funded by way of debt and internal accruals. The exact proportion of debt-accruals shall be determined in due course, as we move ahead with the project execution.

What is the outlook for the year ahead?

At NRAIL, our outperformance is derived from our strategic focus to be a low cost paper manufacturer with a growing systemic integration on new technologies and processes. In a bid to extend our value chain, we intend to explore new opportunities in the kraft paper manufacture, firmly establishing our status as a multi-product Company.

In line with these statements of intent, we expect to possess one of the highest recycled paper product manufacturing capacity in India and generate a top line of Rs 2000 Cr in next 5 years with capacities of nearly 500000 TPA. We believe that the implementation of these capacities and delivery of revenues will not only enhance our profits but will also enrich our organisational value.

Company Overview

By being agile or nimble footed one can easily adopt to the changes of tomorrow today. Thus a few recalibrations at different levels across the organisation helped NRAIL to be ready for the future growth.

We focused on creating a continuous cycle of investment which largely revolves around the focus areas of fostering product innovation that differentiates our brands, enhancing our operating excellence that optimises performance.

We focused on developing new product lines within the present eco-system and tried to move out of the ones which impacted profitability.

We partnered with professionals for maintenance and monitoring of our machineries, thus helping us eliminate machine idle-time owing to breakdown to a large extent.

We recalibrated the raw material composition for a number of our products, recalibrated the process and the machines and retrained our employees to the new system.

All this resulted into reduced waste generation, reduced power and water consumption and most importantly enhanced realisations from the same product line.

Mr. R N Agarwal

Chairman & Managing Director

   

N R Agarwal Industries Ltd Company History

N R Agarwal Industries, promoted by N R Agarwal group is into manufacture of all Duplex Boards and Newsprint. The company incorporated in 1993 as a public limited company is one of the biggest manufacturer of industrial paper and packing boards in India. The range of products includes writing & printing paper, wrapping paper, newsprint, photographic paper, emery paper, duplex and triplex boards, soda pulp, mechanical pulp and sulphite pulp. The company operates two plants at Vapi, Gujarat with an installed capacity to produce 25200 MTPA of Duplex Boards and 30000 MTPA of Newsprint on three shift basis. The company's Duplex Boards, which are marketed under N R brand is used by reputed FMCG companies as packaging material. The company has more than 100 companies on its client list including blue-chip names such as Brooke Bond, Glaxo, ITC, Colgate-Palmolive, Johnson & Johnson, Emami and Balsara. The company came out with a public issue in Jul 1994 to part finance its project of setting up a 15000 tpa plant in Gujarat to manufacture Duplex Boards and Kraft paper. Later during the year 1998-99 the company has commissioned Newsprint manufacturing plant and production commenced from July 1998. Further next year the company has installed additional equipment in the newsprint project which has resulted in enhanced production and improved quality of newsprint.

N R Agarwal Industries Ltd Directors Reports

To the Members,

Your Directors are pleased to present the 28th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2021.

FINANCIAL RESULTS

Particulars Year ended Year ended
March 31, 2021 March 31, 2020
Revenue from Operations and Other Income 115,399.64 141,710.64
Finance Costs 3,030.53 3,588.47
Gross Profit after Finance Costs but before Depreciation and Taxation 11,063.77 19,245.63
Depreciation 3,301.78 3,151.06
Profit before Tax and Exceptional Items 7,761.99 16,094.57
Exceptional Items - -
Profit before Tax and after Exceptional Items 7,761.99 16,094.57
Provisions for Taxation 1,344.94 2,810.37
Tax expense of previous year (net) - -
Deferred Tax 694.15 1,609.32
Net Profit for the year 5,722.90 11,674.88
Other Comprehensive Income (Net of Tax) 48.46 (88.24)
Total Comprehensive Income 5,771.36 11,586.64

State of Company's Affairs

During the financial year under review, the Company's operations continued to be affected by pandemic Covid-19, which caused lockdowns, operational disruptions, logistical bottlenecks and a slowing economy. Despite these realities, the Company achieved H 1145.64 crores in revenue, which generated H 140.94 crores in EBIDTA and H 57.23 crores in

Profit after Tax.

On the overall, the Company's production of Coated Duplex Board during the year under review was 167692 MT, a result of 93% capacity utilisation, while owing to the closure of educational institutions, courts and offices, the Writing and Printing segment reported 69% capacity utilisation corresponding to a production of about 120012 MT. The Company focused continuously on improving operating efficiencies while reducing costs leading to a credible performance. The Company continued to enjoy a prominent position as a world-class manufacturer of Duplex Board in India.

Organisational Resilience & Combating Covid-19

In these difficult times of the Covid-19 pandemic, resilience for an organisation is paramount. During the year, the Company focused on achieving its business goals hand-in-hand with improving cash from operations and cutting costs. The Company has endeavoured to expand in areas of digital technology and upskill its employees during the year. The office based employees sustained the practice of remote working/working from home with the help of adequate digital and other assistance and those working from plants and other locations ensured undertaking utmost care and precaution at all times.

Material Changes and Commitments affecting financial position of the Company occurred between March 31, 2021 and date of this report

There are no material changes and commitments which affected the financial position of the Company between

March 31, 2021 and date of this report i.e. July 28, 2021.

Number of Meetings of the Board of Directors

There were four meetings of the Company's Board of

Directors during the financial year 2020-21.

Transfer to reserves

There was no transfer made to the General Reserve.

Dividend

The Directors are pleased to recommend a dividend of Re 1.00 per share (i.e. 10%) on the equity shares of the Company of H 10/- each for the year ended March 31, 2021. If the dividend, as recommended above, is declared by the Members at the ensuing Annual General Meeting (‘AGM'), the total outflow towards dividend on Equity Shares for the year would be H 1.70 Crores.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), the Board of Directors of the Company has adopted a Dividend Distribution Policy (‘Policy') which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The Policy is available on the website of the Company under the ‘Investor Relations' section at http:// nrail.com/company_policies.html.

Credit Rating

The credit rating of the Company has been upgraded to a Long Term Rating of (ICRA) A and Short Term Rating of (ICRA) A1 for bank loan facilities aggregating to H 350 crores.

Directors and Key Managerial Personnel

Shri Ashok Kumar Bansal, Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment in terms of the provisions of Section 152 of the Companies Act, 2013. Smt. Sunita Nair was appointed as an Additional Independent Director of the Company w.e.f April 1, 2020 and her appointment was subsequently regularised at the Annual General Meeting held on September 29, 2020.

Shri Gopal Uchil retired as the Chief Financial Officer w.e.f

July 31, 2020 and Shri Praveen Bhandari was appointed as the new Chief Financial Officer w.e.f September 3, 2020.

There has been no other change with respect to the Directors and Key Managerial Personnel during the year 2020-21.

Independent Directors Declaration

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as amended from time to time and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors possess appropriate balance of skills, experience and knowledge, as required. Further, in terms of Section 150 read with Rule

6 of the Companies (Appointment and Qualification of

Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Audit Committee

The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. There have been no instances of non-acceptance of any recommendation of the Audit Committee.

The Committee members met four times during the year under review. Details of the meetings are given in the Corporate Governance Report including the Committee's composition.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy dealing with any instance of fraud or any unethical or improper practices. A copy of this policy is available on the Company's website. The policy prescribes adequate safeguards against the victimisation of employees who avail of the mechanism and also provide direct access to the Audit Committee Chairman. It is affirmed that no Company personnel has been denied access to the Audit Committee. The Whistle Blower Policy (Vigil Mechanism) is uploaded on the Company's website at http://www.nrail. com/company_policies.html.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing the competency requirements of the Board, based on the industry and the Company's individual strategy. The Board‘s Composition Analysis reflects an in-depth understanding of the Company's strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board, on a periodic basis, inter-alia on a Director's appointment or re-appointment, which is envisaged every time. The Committee is also responsible for reviewing and vetting the CVs of potential candidates' vis--vis the requisite competencies and meeting potential candidates prior to making nomination recommendations to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive

Attributes & Independence of a Director

The Nomination and Remuneration Committee has, besides the requisite qualifications & experience formulated the criteria for determining positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: A Director will be considered as an ‘Independent Director' if he/ she meets with the criteria for ‘Independent Director' as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations.

Other factors: A transparent Board nomination process is in place that encourages thought, experience, knowledge, perspective, age and gender diversity. It is also ensured that the Board has an appropriate blend of functional and industrial expertise. While recommending Director Appointments, the Nomination and Remuneration Committee considers the manner in which the individual function and domain expertise will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong inter-personal relations and communication skills besides soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors' as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted the Nomination and Remuneration Committee Charter which includes the Company's policy on Directors' appointment and remuneration besides the criteria for determining the qualifications, positive attributes, independence of a

Director and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 178(4) of the Companies Act, 2013, the Company also adopted remuneration policy relating to remuneration for the Directors, Key Managerial Personnel and Senior Executives. The remuneration policy is attached as Annexure 1 and is also available on Company's website http://www.nrail.com/company_policies.html.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance as well as the evaluation of the working of its Committees. The criteria for performance evaluation of the Board and committees included aspects such as composition, structure, effectiveness of Board and Committee processes, etc.

A separate exercise was carried out to evaluate individual Directors' performance including that of the Chairman & Managing Director and also the Whole Time Directors, who were evaluated on parameters such as engagement level, contribution, independence of judgment, safeguarding the Company interests and its minority shareholders etc. The Board of Directors expresses its satisfaction with the evaluation process.

Directors' Responsibility Statement

The Directors hereby confirm and declare that:-

(i) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended March 31, 2021 and of the profit of the Company for the year;

(iii) they had 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;

(iv) they had prepared the annual accounts on a going concern basis;

(v) they had laid down internal financial controls to be followed by the Company and such controls are adequate and operating

(vi) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such efficiently; systems are adequate and operating

Internal Control over Financial Reporting

The Company has, in place, adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The report on the Internal Financial Control issued by the Statutory Auditors of the Company under the provisions of Companies Act, 2013 is given elsewhere in the report.

Details of Subsidiaries/ Joint ventures/ Associates

The Company does not have any subsidiary/ joint ventures/ associates.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Company's website at the web link https://nrail.com/ compliance_reports.html.

Auditors' and Auditors' Report a. Statutory Auditors

GMJ & Co., Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of five years at the Annual General Meeting

("AGM") of the Company held on September 20, 2017, to hold office till the conclusion of the 29th AGM of the Company to be held in the year 2022. GMJ & Co.,

Chartered Accountants, have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Auditors' Report for the financial year ended March 31, 2021 does not contain any qualification, reservation or adverse remark.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

b. Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Parikh & Associates, Practising Company Secretaries for the financial year 2020-21, to undertake the

Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 2.

The Secretarial Audit Report for the financial year ended March 31, 2021 does not contain any qualification, reservation or adverse remark. c. Cost Auditors

N. Ritesh & Associates, Cost Accountants, have been appointed to conduct Cost Audits for all the units of the Company for the year ending March 31, 2021 in terms of Section 148 of the Act read with Companies (Audit and Auditors) Rules, 2014 and, as required, Cost Audit

Report for the financial year 2019-20 was duly filed with Ministry of Corporate Affairs, Government of India on July 28, 2020.

The Cost Audit of the Company for the financial year ended March 31, 2021 was conducted by the said firm and the Report has been submitted to the Ministry of Corporate Affairs, Government of India within the prescribed time.

Technology Absorption, Energy Conservation & Foreign Exchange Earning & Outgo

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 attached and forms part of this Report.

Particulars of Employees & Related Disclosures

The information required under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is furnished in Annexure 4.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section

136 of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at the registered office of the Company.

Public Deposits

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2021.

Significant and Material Orders passed by the

Regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations.

ParticularsofLoans,GuaranteesorInvestments

Details of loans, guarantees, investments covered under provisions of Section 186 of the Act are provided in the notes to the Financial Statements.

Related Party Transactions

‘Particulars of transactions with Related Parties' pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure 5.

There are no materially significant related party transactions made by the Company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the Company at large. The Board of Directors have approved a policy on related party transactions which is placed on the Company's website at the web link: http://www.nrail.com/ companypolicies.html.

Risk Management

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and relevant provisions of Listing Regulations, the Company has adopted Risk Management Policy for identification and implementation of Risk Mitigation Plan for the Company. The Company has laid down appropriate procedures to inform the Board about the risk assessment and minimisation procedures. The Board periodically revisits and reviews the overall risk management plan for making desired changes in response to the dynamics of the business.

Corporate Social Responsibility (CSR) Initiatives

Section 135 of the Companies Act, 2013 mandates every Company having a minimum net worth threshold limit, turnover or net profit, as prescribed, to constitute a

Corporate Social Responsibility Committee, formulating a Corporate Social Responsibility Policy that shall indicate activities to be undertaken by the Company as specified in

Schedule VII to the Companies Act, 2013 and duly approved by the Board as well as fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.

Since your Company falls within the minimum threshold limit, it has constituted a CSR Committee of the Board and formulated a CSR Policy. The focus areas of CSR Policy are education, preventive health care, sanitation, environment and engagement. During the financial year 2020-21, the

Company has spent a total amount of H 2.64 crores towards CSR initiatives.

The CSR Report, forming part of this Report, is furnished in Annexure 6.

Sustainability and Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Sustainability and Business Responsibility Report of the Company for the financial year ended March 31, 2021 is given in a separate section and forms part of this report.

CorporateGovernance&ManagementDiscussion & Analysis

The Corporate Governance Report and Management's

Discussion & Analysis Report and the Auditor's Certificate regarding compliance with conditions of Corporate Governance, forms part of the Annual Report.

Listing Fees

The Company has paid the listing fees to BSE and NSE for the year 2020-2021.

Insider Trading Regulations and Code of Disclosure

The Board of Directors have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 which is available on our website at the web link https:// www.nrail.com/company_policies.html

Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

Human Resources

There is a continuous effort to improve the working environment with focus on employee well-being and capability building to enable them to perform at their best for the Company. The Company develop leaders at global platforms at regular intervals as a part of its commitment to engage and retain talent. The Company offers robust leadership development efforts to hone employee skills and help keep the Company ahead of the curve.

People are the real strength of the Company while pursuing best-in-class performance. The Company is significantly increasing investment in its employees with training and development. NRAIL invests in training and knowledge at all levels in order to align employees with requirements on safety, customer support, market needs, operational excellence, technology upgradation, process improvements, innovation and behavioral competencies.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and rules made thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2020-21.

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under POSH Act.

Acknowledgements

Your Directors place on record their deep appreciation of the employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader. Your Directors also take this opportunity to thank all the Shareholders, Clients, Dealers, Vendors, Banks, Government and Regulatory Authorities for their continued support and confidence in the Company's Management

On behalf of the Board of Directors
Place: Mumbai R N AGARWAL
Date: July 28, 2021

Chairman & Managing Director

FORM NO. MR-3

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

(Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

N R AGARWAL INDUSTRIES LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by N R Agarwal Industries Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, the information to the extent provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and the Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on 31st March,

2021, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on

31st March, 2021 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the regulations and bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period)

(d) The Securities and Exchange Board of India (Share

Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period) specifically

(vi) Other laws applicable to the Company, namely:

1. Factories Act, 1948

2. Water (Prevention and Control of pollution) Act, 1974

3. Environment (Protection) Act, 1986

4. Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008

5. Indian Boiler Act, 1923 and Regulation, 1950

6. The Air (Prevention and Control of Pollution) Act, 1981 & the Rules made thereunder.

We have also examined compliance with the applicable clauses of the following which have been generally complied:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

We report that the Company has paid the fine of H 10,000/- each to BSE Limited and National Stock Exchange of India Limited in respect of delay in submission of Annual Report to the Stock Exchanges under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc.

We further report that during the audit period no events occurred which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

Place: Mumbai For Parikh & Associates
Date: July 28, 2021 Company Secretaries
Shalini Bhat
Partner
CP NO: 6994 FCS No: 6484
UDIN: F006484C000697845

   

N R Agarwal Industries Ltd Company Background

R N AgarwalR N Agarwal
Incorporation Year1993
Registered Office502-A/501-B Fortune Terraces,5th Flr New Link Rd Andheri(W)
Mumbai,Maharashtra-400053
Telephone91-22-67317500/67317547,Managing Director
Fax91-22-26730227/26736953
Company SecretaryPooja Daftary
AuditorGMJ & Co
Face Value10
Market Lot1
ListingBSE,NSE,
RegistrarSharex Dynamic (India) Pvt Ltd
Unit No 1 Luthra Ind,Andheri Kurla Road ,Safed Pool Andheri(E,Mumbai - 400 072

N R Agarwal Industries Ltd Company Management

Director NameDirector DesignationYear
R N Agarwal Chairman & Managing Director 2021
P Kumar Independent Director 2021
C R Radhakrishnan Independent Director 2021
Raunak Agarwal Whole-time Director 2021
Reena Agarwal Whole-time Director 2021
Pooja Daftary Company Secretary 2021
Ashok Kumar Bansal Whole-time Director 2021
R K Bakshi Independent Director 2021
Rohan Agarwal Whole-time Director 2021
S N Chaturvedi Independent Director 2021
Sunita Nair Independent Director 2021

N R Agarwal Industries Ltd Listing Information

Listing Information
BSESMALLCA
BSEALLCAP
BSEMETERIA

N R Agarwal Industries Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Products NA 0001325.1058
Other Operating Income NA 00011.4743
Goods Traded-Sales MT 0000
Excise Duty NA 0000
Adjustment NA 0000
Flyash NA 0000
Writing & Printing Paper NA 0000
Newsprint NA 0000
Kraft Paper NA 0000
Duplex Boards NA 0000

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