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Neil Industries Ltd.

BSE: 539016 Sector: Financials
NSE: N.A. ISIN Code: INE396C01010
BSE LIVE 15:28 | 03 Oct 29.00 -0.90
(-3.01%)
OPEN

29.00

HIGH

29.00

LOW

29.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 29.00
PREVIOUS CLOSE 29.90
VOLUME 5
52-Week high 56.00
52-Week low 29.00
P/E 111.54
Mkt Cap.(Rs cr) 57
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.00
Sell Qty 97.00
OPEN 29.00
CLOSE 29.90
VOLUME 5
52-Week high 56.00
52-Week low 29.00
P/E 111.54
Mkt Cap.(Rs cr) 57
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.00
Sell Qty 97.00

Neil Industries Ltd. (NEILINDUSTRIES) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Annual Report together with Auditedstatement on the business and operations of the company for the year ended on 31stMarch 2016.

FINANCIAL RESULTS:

2015-2016 2014-2015
(Rs.in' 00000) (Rs.in'00000)
Income 2417.54 646.91
Profit/ (Loss) before interest & dep. 128.92 92.03
Less:
Interest 0.00 0.00
Depreciation and amortization 15.78 10.11
Profit / (Loss) Before Tax 113.13 81.92
Provision for Taxation 38.30 26.40
Deferred Tax (4.61) + 1.37
Adjustment related to previous year (1.67) -
Net Profit 81.12 56.89

OPERATIONAL RESULTS:

The NBFC Sector in India Continued its Consistent growth parallel to India's economicGrowth .During the financial year under review Irrespective of dispersed risk retaillending and strategic growth in the MSME sector the company has earned an income of Rs.2417.54 (in'00000) as compared to the previous year income of Rs. 646.91 (in'00000) andearned a profit after tax of Rs. 81.12 (in'00000) as compared to the previous year profitof Rs. 56.89 (in'00000).

DIVIDEND:

In view to conserve the financial resources of the company for meeting financialrequirements for future business projects it was decided by your director not to declareany dividend this year.

FIXED DEPOSIT:

Your company has not accepted any deposit prescribed U/s 73 of the companies Act 2013during the financial year.

AUDITORS:

M/s Ranjit Jain & Company (Firm Reg. No. 322505E) having its office at Diamondheritage- Unit 605A 6th Floor Strand Road Kolkata -700001 West Bengal whowere appointed as the statutory auditors of the Company to hold office from the Conclusionof the last Annual General Meeting till the Conclusion of the 37th AnnualGeneral Meeting subject to the ratification by the shareholders of the Company at thisAnnual General Meeting. The resolution is set forth infront of shareholders forratification.

CHANGE IN MANAGEMENT & TAKEOVER:

During the Financial Year there was no change in management and take over in theCompany.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theManaging Director. The Internal Audit Department monitors and evaluates the efficiency andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

PARTICULARS PURSUANT TO SECTION 197f 121 OF THE COMPANIES ACT. 2013 READ WITH RULE 5 OFTHE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNELS RULES. 2014

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(121 OF THECOMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL! RULES. 2014

A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

SI. No. Requirement of Rule 5(1) Disclosure
1 The ratio of the remuneration of each director to the median remuneration of the employees for the financial year Mr. Arvind Kumar Mittal is drawing salary of Rs. 50000/- per month which is 3.33 times of the median remuneration of the employees for the financial year.
2 Percentage increase in remuneration of each director CFO CEO CS or Manager in the financial year Percentage increase in remuneration of:-
a) Directors -NA
b) MD - NA
c) CFO - NA
d) CEO -NA
e) Company Secretary -38.88%
f) Manaqer -NA
3 The percentage increase in the median remuneration of employees in the financial year % increase in the median remuneration of the Employees in the financial year. Nil
4 The number of permanent employees on the rolls of the company There were 7 employees on permanent roll of the company as on March 31 2016.
5 The explanation on the relationship between average increase in remuneration and company performance While the average increase in the remuneration is 6.14% the company has made a profit of Rs. 11313981/- as compared to last year's profit of Rs.8192586/-
6 Comparison of the remuneration of the Key Managerial Personnel against the performance of the company The total remuneration paid to KMP's (MD CFO and CS) was approx 8.99 % of the net profit for the FY 2015-16 which was based on the terms of the service contract which must be paid for availinq there services.
7 Variations in the market capitalization of the company price earnings ratio as at the closing date of the current Variations in the market capitalization: Rs. Market Capitalization as on
31-03-2015 = Rs. 115.34 Crores
FY and previous FY and percentage 31-03-2016=Rs. 46.92 Crores
increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer Price Earnings Ratio (Price/EPS): -
As on 31-03-2015-Rs. 0.29
As on 31-03-2016-Rs. 0.41
59.315 % decrease in the share price from the last price at which listed on BSE i.e 58.99 due to adverse market factors and tough competition.
8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 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 No
9 Comparison of each remuneration of the Key Managerial Personnel against the performance of the company Comparison of each remuneration of the Key Managerial Personnel against the performance of the company: -
MD- 4.86 % (of the Net Profit)
CFO- 1.45 % (of the Net Profit)
CS- 1.92 % (of the Net Profit)
10 The key parameters for any variable component of remuneration availed by the directors The Company was not paying variable component of Remuneration to any director during the year.
11 The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year NA
12 Affirmation that the remuneration is as per the remuneration policy of the company We affirm that the remuneration paid to employees and KMP's was based on the remuneration policy.

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:-

> Drawing salary of 60 Lakhs or above for the year if employed throughout the year-Nil

> Drawing salary of 5 Lakhs p/m or above for a month if employed for part of theyear -Nil

> Drawing salary more than the salary of MD and having 2% stake in the company -Nil

C) No Managing Director or Whole-time Director of the Company is receiving anycommission from the Company as well as from the Holding Company or Subsidiary Company ofthe Company.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:

As stipulated in section 134(5) of Companies Act 2013 The Directors of the Companywould like to state:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under the review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

INDUSTRIAL RELATIONS:

During the period under review the relation between employee and Management remainedcordial. All the problems of the employees were patiently heard by the Management andproper solutions pertaining to their problems were provided by the management.

DIRECTORS:

The Board of the company is duly constituted. None of the Directors are Disqualifiedu/s 164 of the companies Act 2013. All the Independent Directors have given theirdeclaration as per Section 134 read along with section 149 of the Companies Act 2013.

In the ensuing Annual General Meeting Mr. Chandrakant Dwivedi being the Non ExecutiveNon Independent Director of the Company whose office is subject to retire by rotation willretire by rotation due to the provisions of Section 149 & 152 of the Companies Act2013.

AUDITORS REPORT:

The observation as per Auditors Report is self-explanatory and does not call anyfurther clarification from directors.

CORPORATE GOVERNANCES:

As the company is required to comply with clause 17 to 27 as applicable of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 confirming thecompliance of conditions of corporate Governance forms part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Management has carried out the annualperformance evaluation of its performance the Directors individually as well as theevaluation of the working of its Audit Appointment and Remuneration Committees. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board' functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance. A separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution independence ofjudgement safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors who also reviewed the performance of the SecretarialDepartment. The Directors expressed their satisfaction with the evaluation process.

LISTING OF SHARES

The Company's shares are listed with the

1. BSE Ltd. P.J Towers Dalai Street Mumbai- 400001

2. Calcutta Stock Exchange Ltd. 7 Lyons Range Kolkata - 700001

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:

Your Company is not engaged in any manufacturing activity which is power intensive itbasically engaged in trading activities and use power saving devices by implementing theadvanced and latest technology in carrying out its operational activities. There is asystem of proper check and control in order to avoid unnecessary wastage of power andenergy.

Foreign Exchange earnings and outgo is NIL.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act 2013 the Company has formed aninternal committee in order to evaluate the risk factor in the concern. The Board carriesout a brief synopsis of the key elements that threatens the existence of the company. Theinternal policy related to risk management ensures growth and continuity of business.However SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 exemptsyour company to mandatory form the Risk and Management Committee.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as "code of conduct" whichforms an Appendix to the Code. The Code has been posted on the Company's website www.neil.co.in. The Code lays down the standardprocedure of business conduct which is expected to be followed by the Directors and thedesignated employees in their business dealings and in particular on matters relating tointegrity in the work place in business practices and in dealing with stakeholders. TheCode gives guidance on the expected behaviour from an employee in a given situation andthe reporting structure. All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code. All Management Staff were given appropriate trainingin this regard.

WHISTLE BLOWER POLICY:

In order to Comply with the provisions of Section 177 (9) of the Companies Act 2013read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 A VigilMechanism was framed by the Company through its Board of Directors which shall be headedby the Chairman of the Audit Committee who shall be known as the Vigilance Officer underthe Whistle Blower Policy. The Policy is framed for its directors and employees to reportconcerns of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. The Code has been posted on the Company's Website i.ewww.neil.co.in

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All the Board of Directors and the designated employees haveconfirmed compliance with the Code

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. There was no requirement of disclosure inAOC-2 from the company.

DISCLOSURE UNDER SEXUAL HARRASMENT POLICY FOR WOMEN:

Your Company has already framed the Sexual harassment policy regarding the women andfemale employees of the Company. During the year under review there were no complaintsfrom any employee regarding the said issue.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. M/s. Rakesh Agrawal & Co. Company Secretaries in whole timePractice was appointed as the Secretarial Auditor of the Company who has given hisSecretarial Audit report to the Company in the prescribed format. The Format is attachedas "Annexure A" to this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B"

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with thanks for the co-operation and assistance what soever received from employees members banks and govt. Authorities.

By the Order and on behalf of the Board of Directors
For Neil Industries Limited
SD/- SD/
DATE: 25/07/2016 ARVIND KUMAR MITTAL PINKIYADAV
PLACE: KANPUR (MANAGING DIRECTOR) (DIRECTOR)
DIN:02010445 DIN:06995315