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Nagpur Power & Industries Ltd.

BSE: 532362 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE099E01016
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VOLUME 349
52-Week high 44.00
52-Week low 23.25
P/E 6.86
Mkt Cap.(Rs cr) 52
Buy Price 38.05
Buy Qty 50.00
Sell Price 39.50
Sell Qty 7.00
OPEN 39.50
CLOSE 39.50
VOLUME 349
52-Week high 44.00
52-Week low 23.25
P/E 6.86
Mkt Cap.(Rs cr) 52
Buy Price 38.05
Buy Qty 50.00
Sell Price 39.50
Sell Qty 7.00

Nagpur Power & Industries Ltd. (NAGPURPOWER) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Twentieth Annual Report together withthe Audited Statements of Accounts of the Company for the Financial Year ended March 312016. The Management Discussion and Analysis is also included in this Report.

Financial Highlights

The performance of your Company for the year under review is summarized below:

(Rs. in Lakhs)

Particulars 2015-2016 2014-2015
Sales & Other Income (Net of Excise Duty) 319.06 270.21
Profit/(Loss) before Interest Depreciation & Tax (47.69) (85.89)
Less: Interest 2.44 2.47
Profit before Depreciation & Tax (50.13) (88.36)
Less: Depreciation 37.91 39.62
Profit/ (Loss) before Taxation (88.04) (127.98)
Less: Provision for Current Tax / (MAT) - -
Deferred Tax and adjustments prior year - (0.12)
Less MAT Credit - -
Profit/ (Loss) after tax for the year (88.04) (128.10)

Dividend and Reserves

In view of losses suffered by the Company your Directors do not recommend any dividendfor the financial year ended March 31 2016. During the year under review no amount wasrequired to be transferred to General Reserve.

Share Capital

During the year the Company has not issued shares with differential voting rights norhas granted any stock options or sweat equity. There was no provision made of the money bythe Company for purchase of its own shares by employee or by trustee. As on March 312016 none of the Directors of the Company hold instruments convertible into equity sharesof the Company.

During the year there was no change in the Share Capital of the Company.

As on March 31 2016 the issued subscribed and paid up share capital of your Companystood at Rs. 130 955070/- comprising 13095507 Equity shares of Rs.10/- each.

Directors and Key Managerial Personnel

During the year the Company appointed Ms. Nidhi Salampuria as Director of the Companywith effect from April 01 2015.

In accordance with the provisions of Section 152 of the Companies Act 2013 Ms. NidhiSalampuria Director retires by rotation at the ensuing Annual General Meeting and beingeligible offers herself for re-appointment. The board recommends her reappointment forthe consideration of the Members of the Company at the ensuing Annual General Meeting.

The Company has following persons as Key Managerial personnel (KMP):

Sr. No. Name of the person Designation Date of Appointment
1. Mr. Gautam Khandelwal Executive Chairman 15.09.2014
2. Mr. Santosh Khandelwal Chief Financial Officer 30.09.2014
3. Ms. Nidhi Salampuria Company Secretary 30.09.2014

Details of Board meetings

During the year the Board of Directors met 4 times details of which are provided inthe Corporate Governance report.

Committees of the Board

The details of the various committees of the board and their composition as on March31 2016 are as under:

Name of Director(s) Audit Committee Stakeholder Relationship Committee Nomination & Remuneration Committee Risk Management Committee
Mr. Nimis Savailal Seth Chairman Chairman Chairman Chairman
Mr. Gautam P. Khandelwal Member Member Member Member
Mr. Girish Bakre Member Member Member
Ms. Nidhi Salampuria

Declaration by Independent Directors (IDs)

Mr. Nimis Sheth and Mr. Girish Bakre are Independent Directors of the Company. TheCompany has received declaration from them confirming that they meet the criteria ofindependence as prescribed under Section 149 (6) of the Companies Act 2013. During theyear the Independent Director meeting was held on November 04 2015.

Nomination and Remuneration Policy

The policy of the Company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes and independence of adirector and other matters provided under sub-section (3) of Section 178 of the CompaniesAct 2013 is adopted by the Board and may be accessed on the Company’s website at thelink: http:// www.nagpurpowerind.com/investors/corporate-governance/. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was prepared asper the requirement of the act which included various aspects of Boards and Committeesfunctioning Composition of the Board and its Committees functioning of the Individualdirectors. The aspects covered in the evaluation included the contribution to andmonitoring of corporate governance practices and the fulfillment of Directors’obligations and fiduciary responsibilities including but not limited to activeparticipation at the Board and Committee meetings.

Further the Independent Directors at their meeting reviewed the performance of BoardChairman of the Board and of Non -Executive Directors.

The Board expressed their satisfaction with the evaluation process.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators or Courts orTribunals which may impact the going concern status and Company’s operations.

Internal Financial Controls

The details in respect of internal financial control and their advocacy are included inthe management discussion and analysis which forms part of this Annual Report

Deposits

During the year your Company has not accepted any deposits under the provisions ofChapter V of the Companies Act 2013 and the rules made there under.

Joint Ventures/Associate Companies:

The Company does not have Joint Ventures/Associate Companies.

Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under Section 186 of the CompaniesAct 2013 form part of the notes to the financial statements provided in this AnnualReport.

Management Discussion and Analysis

a) Economy review:

The long-term growth perspective of the Indian economy is changing due to goodgovernance stable policies and good initiatives like smart cities. Your Company (throughits Subsidiary) is in the business of manufacturing electrical equipment a significantportion of which is supplied to the power sector which has continued to be affected by thepolitical & economic situation. We hope to see a gradual recovery.

b) Business and Industrial review and future outlook:

The Company mainly operated on Metal Recovery Plant and produces Low Ferro Manganese(Slag) through its profitable slag recovery process. There has been a significant declinein the volume due to depletion of slag dumps. The management of the company has foreseenthis & thus entered another segment of business couple of years earlier via a majoritystake in "The Motwane Manufacturing Company Private Limited" now a subsidiarycompany and is looking to develop its business in electrical sector.

c) Risks Concerns & Threats:

Depletion of slag dumps poses a major problem for the Company in the years to come. Inorder to counter this the Company entered into another business through its subsidiarycompany "The Motwane Manufacturing Company Private Limited" and is looking todevelop it. The Company has formed a Risk Management Committee which meets frequently totake the stock of all the impending and immediate threats to the business and takesnecessary steps for positioning of the Company to meet same in time. Any major threatsaffecting the Company in general and business environment indirectly affecting thefunctioning of the Company are discussed with the Board from time to time.

d) Internal Control Systems:

The Company has adequate internal control systems in place with reference to thefinancial statements. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management Internal Auditors and Statutory Auditors and theadequacy of internal audit function significant internal audit findings and follow-upsthereon.

e) Financial Performance / Overview of Operations:

During the year under review the revenue from operation of the Company decreased toRs. 26.96 Lakhs from Rs. 48.37 Lakhs in the previous year. This decrease is mainlyattributable to decline in volume of slag dumps as Company mainly operates on MetalRecovery plant and the profit margins have decreased due to lower realizations of FerroManganese slags in 2015-2016.

f) Subsidiary Company and Consolidated Statements

Your Company has one subsidiary i.e ‘The Motwane Manufacturing Company PrivateLimited’ (MMCPL). During the year revenue of the MMCPL has increased to Rs. 2152.37Lakhs from Rs. 1743.29 in previous year and it has also reduced its net loss in thisfinancial year to Rs. 99.26 Lakhs against a loss of Rs. 143.43 Lakhs in the previousfinancial year.

The Consolidated Financial Statement of your Company for the financial year 2015-16are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standard and Listing Agreement as prescribed by the Securities and ExchangeBoard of India (SEBI). The Consolidated Financial Statements have been prepared on thebasis of audited financial statements of the Company its subsidiary as approved by theirrespective Board of Directors.

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of Company’s subsidiary is given as AOC-1. Brief particulars about the business of each of the Subsidiary are given hereunder:-

The MMCPL is an R & D based company and has developed various high technology testand Measurement products which have applicability in the domestic and internationalmarkets. The company’s products are sold primarily to the power sector and energyintensive industries. The company expects gradual pick up in its order book due to growthand reform in the distribution sector in which the company operates.

g) Material developments in human resources / industrial relations including number ofpeople employed

The human resource plays a vital role in the growth and success of an organization. TheCompany has maintained cordial and harmonious relations with employees.

During the year under review various training and development workshops were conductedto improve the competency level of employee with an objective to improve the operationalperformance of individuals. The Company has built a competent team to handle challengingassignments and projects.

The Company has 30 permanent employees as on March 31 2016.

Risk Management

In terms of the requirement of the Act the Company has developed and implemented theRisk Management system whereby a Risk Management Committee has been constituted to managemonitor and report on the principal risks and uncertainties that can impact the ability toachieve the Company’s strategic objectives. The Committee periodically submits itsReport to the Board on various issues along with its recommendations and comments forBoard’s review and necessary action.

Statutory Auditors their Report and Notes to Financial Statements

M/s. M.V. Ghelani & Co. Chartered Accountants (ICAI Registration No. 119077W) werere-appointed as the Statutory Auditors of the Company to hold office from the conclusionof the 18th Annual General Meeting (AGM) held on September 15 2014 until the conclusionof the third consecutive AGM of the Company to be held in the year 2017 (subject toratification of their appointment by the Members at every AGM held after the AGM held onSeptember 15 2014).

As required under the provisions of section 139(1) of the Companies Act 2013 theCompany has received a written consent from M/s. M.V. Ghelani & Co. CharteredAccountants in respect to their appointment and a Certificate to the effect that theirappointment if made would be in accordance with the Companies Act 2013 and the Rulesframed thereunder and that they satisfy the criteria provided in section 141 of theCompanies Act 2013.

The Board has recommended ratifying the appointment of M/s. M.V. Ghelani & Co.Chartered Accountants Mumbai as the Auditors to hold office from the conclusion of theensuing 20th Annual General Meeting (AGM) till the conclusion of the next AGM.

The observations made in the Auditor’s Report are self explanatory and do not callfor any further comments. The Company has appointed consultant metallurgist to identifytest and advice ascertaining the balance of slag that can be used for recovery.

Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and the rules made there under M/s.DSM & Associates Practicing Company Secretary (Certificate of Practice Number: 9394)have been appointed Secretarial Auditors of the Company. The report of the SecretarialAuditor is enclosed as Annexure I to this report. The report is self-explanatoryand do not call for any further comments.

Related Party Transactions

There have been no materially significant related party transactions between theCompany and the Directors the management the key managerial personnel the subsidiariesor the relatives except for those disclosed in the financial statements.

Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website and can be accessed at the Web link:http://www.nagpurpowerind.com/investors/corporate-governance/

Extract of the Annual Return

Pursuant to the provisions of section 92(3) of Companies Act 2013 the extract of theannual return in Form No. MGT– 9 is enclosed with the report as Annexure II.

Disclosures pursuant to The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

A) Details of the ratio of the remuneration of each director to the medianemployee’s remuneration and other details as required pursuant to Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Sr. No. Name of Director/ KMP and Designation Remuneration of Director/KMP for financial year 2015-16 (Rs. in Lacs) % increase in Remuneration in the financial year 2015-16 Ratio of remuneration of each Director/ to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1. Mr. Gautam Khandelwal* Executive Chairman 60.00 NIL 40:01 Loss decrease by 31.27% in FY 2015-16
2. Mr. Nimis Sheth Independend Director NIL Not Applicable Not Applicable Not Applicable
3. Mr. Girish M. Bakre Independend Director NIL Not Applicable Not Applicable Not Applicable
4. Ms. Nidhi N. Salampuria Non-Executive Director NIL Not Applicable Not Applicable Not Applicable
5. Mr. Santosh Khandelwal Chief Financial Officer 7.54 30.50% Not Applicable Loss decrease by 31.27% in FY 2015-16
6. Ms. Nidhi Salampuria Company Secretary & Compliance Officer 8.74 30.03% Not Applicable

* The Salary is same as approved in AGM dated September 15 2014.

** The Company has not paid any sitting fees to any directors during the year.

** Ms. Nidhi Salampuria is paid salary in the capacity of a Company Secretary &Compliance Officer.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2015-2016was Rs.149473/-.

ii) Median remuneration of employees of the Company during the financial year 2014-2015was Rs.140698/-. In the financial year there was a Increase of 6.24% in the medianremuneration of employees.

iii) There were 30 confirmed employees on the rolls of the Company as on March 312016.

iv) Relationship between average increase in remuneration and Company performance -average pay increase to Rs. 7.49% whereas loss decreased by 31.27% in FY 2015-2016.

v) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:- As per table given above.

vi) a) Variation in the market capitalization of the Company: The market capitalizationas on March 31 2016 was Rs.37.45 Crores (Rs. 35.23 Crores as on March 31 2015).

b) Price Earnings Ratio of the Company was (0.67) as at March 31 2016 (and (0.98) asat March 31 2015).

c) Percentage increase or decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer: Not Applicable

vii) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out of thereare any exceptional circumstances for increase in the managerial remuneration: As pertable given above.

viii) The key parameters of the variable component of remuneration availed by thedirectors- Not Applicable

ix) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not Applicable

x) Affirmation that the remuneration is as per remuneration policy of the company- Yes

B) Details of every employee of the Company as required pursuant to rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

During the year under consideration none of the employees of the Company were inreceipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not given.

Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgo

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 are given below:

(A) Conservation of Energy:

The Company continues to take appropriate measures with regard to conservation ofenergy:

Total Energy consumption and energy consumption per unit of production is as follows:

Particulars Financial Year 2015-16 Financial Year 2014-15
Electricity purchased:-
Units (KWH)- 118226 128680
Total Amount (Rs in lakhs) 23.14 24.16
- Rate / KWH (Rs.) 19.58 18.78
Consumption per unit of Production:
Ferro Manganese Slag (Low MnO)
- Units in KWH 151.57 43.11

(B) Technology Absorption:

a. Research and Development (R & D):

The Company has not undertaken any R&D activity in the current year.

b. Technology Absorption Adaptation and Innovation:

The Company has not imported any technology during the year.

(C) Foreign Exchange earnings and outgo:

During the year the foreign Exchange outgo was Rs 1.62 lakhs (Previous year – Rs.0.49 lakhs). The foreign exchange earning was Nil (Previous year – Nil).

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company hence the disclosures as perRule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 is not requiredto be made.

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to report genuineconcerns about any unethical behavior actual or suspected fraud or violations of theCompany’s code of conduct. The provisions of this policy are in line with theprovisions of Section 177 (9) of the Act. The policy can be accessed on the Company’swebsite at following link http:// www.nagpurpowerind.com/investors/corporate-governance/

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of Sexual Harassment Complaints received and disposed offduring the year 2015-2016.

Sr. No. No. of Complaint received No. of Complaints disposed off
1 Nil N.A.

Material Changes

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthis report relates and the date of the report except as otherwise mentioned in thisdirector report if any.

There had been no changes in the nature of Company’s business. To the best ofinformation and assessment there has been no material changes occurred during thefinancial year generally in the classes of business in which the Company has an interestexcept as otherwise mentioned in this director report if any.

Directors’ Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 (the Act) theBoard of Directors to the best of their knowledge and ability confirm that:

i) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and that there are no material departures;

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that year;

iii) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Corporate Governance

The Company adheres to the requirements set out by the Listing Agreement and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Corporate Governancepractices and have implemented all the stipulations prescribed. The Company hasimplemented several best corporate governance practices.

The Corporate Governance which form an integral part of this Report are set out asAnnexure III together with the Certificate from the Auditors of the Company regardingcompliance with the requirements of Corporate Governance as stipulated in Clause 49 of theListing Agreement and applicable provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Acknowledgements

Your Board of Directors wishes to place on record their appreciation for thewhole-hearted co-operation received by the Company from the Shareholders variousGovernment departments Business Associates Company’s Bankers and all the employeesduring the year.

For and on behalf of the Board
Place: Mumbai Gautam Khandelwal
Date: May 27 2016 Chairman
DIN 00270717