NITIN CASTINGS LIMITED
Your Directors have the pleasure in submitting the Thirty Fourth Annual Report ofyour Company together with the Audited Statement of Accounts and the Auditors' Report forthe financial year ended 31st March 2017.
1. FINANCIAL RESULT
The performance of the Company for the financial year ended 31st March 2017is summarized below:
|Particulars ||Current Year (Rs.) ||Previous Year (Rs.) |
|Total Revenue ||619849535 ||646485953 |
|Expenditure (excluding Depreciation and Amortization) ||564034892 ||606947072 |
|Earnings before Depreciation and Taxes ||55814643 ||39538881 |
|Depreciation and Amortization ||37757356 ||38709512 |
|Earnings before Taxes ||18057287 ||829369 |
|Tax expenses including Deferred tax ||5827733 ||555225 |
|Profit after Taxes ||12229554 ||274144 |
|Add : Balance brought forward from previous year ||151390284 ||152383507 |
|Less : Proposed Dividend (Including Dividend Tax) ||NIL ||1267367 |
|Less : Tax on regular assessment paid ||2061 ||NIL |
|Balance carried to Balance Sheet ||163617777 ||151390284 |
2. BUSINESS RESULTS
During the year under review your Company has registered a Turnover ofRs.619849535/- as against Rs.646485953/- in the previous year. The Profit beforetaxes in the current year is Rs.18057287/- as against Rs.829369/- in the previousyear and profit after taxes are Rs.12229554/- as against Rs.274144/- in the previousyear.
Cash and cash equivalents as at 31st March 2017 was Rs.14007433/-. Thecompany continues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 ofthe SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management's discussion and analysis is setout in this Annual Report.
5. CORPORATE GOVERNANCE
A report on Corporate Governance along with a Certificate from M/s. Sandeep Rathi &Associates Chartered Accountants in practice regarding compliance of the requirements ofCorporate Governance under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.The auditors' certificate for fiscal 2016-2017 does not contain any qualificationreservation or adverse remark.
6. DIRECTORS & KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 149 of the Act Mr. Ravi Nevatia (DIN:07200190) was appointed as the Additional Independent Director w.e.f. 1stNovember 2016 for a term of five years. He had submitted a declaration stating that hemeets the criteria of independence as provided in section 149(6) of the Act and there hasbeen no change in the circumstances which may affect his status as independent directorduring the year.
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr. Shyamlal Agarwal (DIN:00347757) retires by rotation and being eligible has offered himself for re-appointment.
Also Mr. Akshaykumar Rao was appointed as the Company Secretary of the Companywith effect from 1st February 2017 and Mr. Murlidhar Gupta wasappointed as the Chief Financial Officer of the Company with effect from 25thMarch 2017.
Pursuant to the provisions of Section 203 of the Act the key managerial personnel ofthe Company are - Mr. Shyamlal Agarwal - Whole Time Director Mr. MurlidharGupta - Chief Financial Officer and Mr. Akshaykumar Rao - Company Secretary.
Your Directors have recommended a dividend of Rs.1/- per equity share (10%) forthe financial year ended 31st March 2017 amounting to Rs.25.70 Lacs. Thedividend payout is subject to approval of members at the ensuing Annual General Meeting.
The dividend will be paid to members whose name appear in the Register of Members as on1st August 2017 in respect of shares held in dematerialized form itwill be paid to members whose names are furnished by National Securities DepositoryLimited and Central Depository Services (India) Limited as beneficial owners as on thatdate.
8. LISTING OF SHARES AND DEMATERIALIZATION
The Company's shares are listed and traded at Bombay Stock Exchange (BSE) and its scripcode is 508875 and ISIN No. INE861H01012
9. RISK MANAGEMENT
During the year the company has developed and implemented Risk Management Policyconsistent with the provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to identify the elements of risk which may threaten theexistence of the Company and possible solutions to mitigate the risk involved.
10. FIXED DEPOSITS
During the year under review the Company did not raise funds by way of fixed depositsand as such no amount of principal or interest was outstanding as on the balance sheetdate.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF THE REPORT
Your Company had entered into a Scheme of Arrangement (the Scheme) between RajshilaConstruction Private Limited (earlier known as Nitin Castings Private Limited) and theirRespective Shareholders for the demerger of Castings Business from Rajshila ConstructionPrivate Limited into the Company and the same was approved by the Hon'ble High Court on 13thOctober 2016. The above mentioned Scheme was made effective on 15th December2016.
Pursuant to the Scheme your Company was required to issue and allot equity shares tothe shareholders appearing in the books of Rajshila Construction Private Limited as onthe Record Date fixed by the Board of Directors of both the companies i.e. 4thFebruary 2017 in the ratio prescribed in the Scheme. The relevant clause indicating theswap ratio is reproduced below:
Consideration payable to Equity Shareholders:
"10 (Ten) fully paid up New Equity Share of Rs.10 (Rupees Ten) each of NitinCastings Limited (Formerly known as Nitin Alloys Global Limited) shall be issued andallotted for every 27 (Twenty Seven) fully paid up equity shares of Rs.10/- (Rupees Ten)each held in Rajshila Construction Private Limited (earlier known as Nitin CastingsPrivate Limited)"
The Board of Directors of your Company at its meeting held on 4thFebruary 2017 issued and allotted 1166667 equity shares of face value Rs.10/- eachto the shareholders of Rajshila Construction Private Limited.
Further in order to give effect to the allotment your Company filed Form PAS-3(Return of allotment) on 7th February 2017. Accordingly the Paid upEquity Share Capital of the Company was increased from Rs.14040000/- to Rs.25706670/-.
Post the ROC filings your Company made an application to BSE Limited for listing ofthese shares i.e. 1166667 equity shares. Since the Scheme provided thatfractional entitlement if any had to be ignored for the purpose of issue and allotment ofshares BSE granted approval for listing of only
11.66.665 equity shares. 2 (two) shares were issued and allotted erroneouslydue to rounding off in the excel file (without any formula for rounding off being put byNCL).
Post submissions made to BSE approval was granted to list only 1166665 shareson the stock exchange. Accordingly the paid-up capital on BSE website would be reflectedas Rs.25706650/-.
Due to the above rounding off error amount equivalent to 2 (two) equity shares i.e.Rs.343/- (Rupees Three Hundred and Forty Three only) is proposed to be adjusted againstthe Goodwill Account created pursuant to the accounting treatment provided in the Scheme.
Hence the Paid up Share Capital of your Company stands as on date Rs.25706650/- dividedinto 25.70.665 equity shares of Rs.10/- each.
12. DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
13. BOARD MEETINGS
The Board of Directors met Eight times during this financial year. The details of themeetings are elaborated in the Corporate Governance Section of this Report.
14. DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 read with Schedules and Rules issued thereunder and under Regulation25 of the SEBi (Listing Obligations and Disclosure Requirements) Regulations 2015.
15. BOARD & COMMITTEE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and under Regulation 25 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
16. SEPARATE INDEPENDENT DIRECTORS' MEETINGS
The Independent Directors meet at least once in a year without the presence ofExecutive Directors or Management representatives. They also have a separate meeting withthe Non-Executive Chairman to discuss issues and concerns if any.
The Independent Directors met on 28th February 2017 during theFinancial Year ended 31st March 2017.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company proactively keeps its Independent Directors informed of the activities ofthe Company its management and operations and provides an overall industry perspective aswell as issues being faced by the industry.
18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company believes in conducting its affairs in a fair and transparent manner whilemaintaining high standards of governance personal ethics and seeks to induce andrecognize the virtues of honesty integrity and accountability with ethical behavior andadherence to laws amongst its employees in the course of discharge of their duties andresponsibilities. The Company has adopted a Whistle Blower Policy and has established thenecessary vigil mechanism as defined under Regulation 22 of SEBI Listing Regulations fordirectors and employees to report concerns about unethical behavior. No person has beendenied access to the Chairman of the audit committee.
19. POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
20. AUDIT COMMITTEE
The details pertaining to composition of audit committee is included in the CorporateGovernance Report which forms part of Annual Report.
21. STATUTORY AUDITORS
The Board had appointed M/s. Sandeep Rathi & Associates CharteredAccountants (FRN # 113728W) to hold the office of the statutory auditor of the Companyfrom the conclusion of the Thirty Third Annual General Meeting till the AnnualGeneral Meeting to be held in the year 2020 subject to ratification by the shareholderannually and at a remuneration to be fixed by the Board of Directors in consultation withthe auditors plus applicable service tax and reimbursement of out of pocket expensesincurred by them for the purpose of audit.
Further Certificate from the Auditors has been received to the effect that theirre-appointment if made would be within the limits prescribed under section 139 of theCompanies Act 2013.
22. STATUTORY AUDITORS' REPORT
The statutory auditors' report is self-explanatory. It does not require any comment asthere is no qualification in reports.
23. SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Kala Agarwal a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company.
24. SECRETARIAL AUDIT REPORT
The Secretarial Audit Report contains qualifications reservations & explanationsas following. The same is annexed with this report.
Explanation by the Company:
The Company had declared Dividend in the Annual General Meeting held on Monday 8thAugust 2016 and the unclaimed amount was transferred to the special Account. However therequisite Form IEPF-2 was filed with Registrar of Companies only by 5th June2017.
25. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as annexure to the Board's report asAnnexure - I.
26. DISCLOSURE RELATING TO SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURES:
The Company does not have any Subsidiary Company / Associate Company / Joint Ventures.
However Pursuant to first proviso to sub-section (3) of section 129 read with rule 5of Companies (Accounts) Rules 2014 Form AOC-1 is annexed to this report as Annexure -II.
27. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
Pursuant to the provisions of section 134 (3) (h) of the Companies Act 2013 read withRule 8 (2) of the Companies (Accounts) Rules 2014 Form AOC-2 is annexed to this reportas Annexure - III.
28. INTERNAL AUDIT SYSTEM
The Company's internal Auditors had conducted periodic audit to provide reasonableassurance that the Company's established policies and procedure have been followed.
29. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has a proper and adequate internal control system for all its activitiesincluding safeguarding and protecting its assets against any loss from its unauthorizeduse or disposition. All transaction are properly documented authorized recorded andreported correctly. The Company has well defined Management Reports on key performanceindicators. The systems are reviewed continuously and its improvement and effectiveness isenhanced based on the reports from various fields. Normal foreseeable risks to thecompany's assets are adequately covered by comprehensive insurance.
30. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 and theCompanies (Particulars of Employee) Rules 1975 names and other particulars of theemployees required are not given as none of the employee is covered under the saidprovisions of the Act.
31. ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate and has always carriedforward all its operations and procedures following environment friendly norms with allnecessary clearances.
Your Company has taken the following steps towards environment and Ecological balancein manufacturing of Castings.
Continuous plantation activities in and around the Factory as usual has helpedin keeping the environment pollution free.
32. CONSERVATION OF ENERGY
The Company has taken all possible measures for the conservation of energy byundertaking melting operations in consolidated and economical lot sizes for optimumutilizations of furnace.
33. FOREIGN EXCHANGE EARNING AND OUTGO
The information regarding the foreign exchange earnings and outgo is contained in Noteno. 1(j) to the Notes to Accounts.
34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no cases of sexual harassment filed during the year under review in termsof the provision of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
35. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Loans guarantees and investments covered under Section 186 of the Companies Act 2013are NIL as on 31st March 2017.
36. CORPORATE SOCIAL RESPONSIBILITY
As the Company does not fall in the mandatory bracket for Corporate SocialResponsibility pursuant to Section 135 of the Companies Act 2013 the Company did notadopt any activity pursuant to the same for the financial year 2016-17.
37. SHARE CAPITAL
a) Issue of Equity Shares:
The Board of Directors has allotted 1166665 Equity Shares of Rs.10/- facevalue in current financial year.
b) Issue of Sweat Equity Shares:
No Sweat Equity Shares were issued in current financial year.
c) Issue of Employee Stock Options:
No Employee Stock Options were issued in current financial year.
d) Provision of Money by Company for Purchase of Its Own Shares by Employees or byTrustees for the benefit of employees:
No provision is made by Company for purchase of its own shares by employees or bytrustees for the benefit of employees.
38. 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 Directors and the designated employees have confirmedcompliance with the Code.
The Directors wish to convey their appreciation to all the Company employees for theirenormous personal efforts as well as their collective contribution to Company's recordperformance.
The Directors would also like to thank their Shareholders Customers DealersSuppliers Bankers Financial Institutions Government Authorities and all Other BusinessAssociates for the continued support given by them to the Company and their confidence inthe Management.
|BY ORDER OF THE BOARD OF DIRECTORS ||BY ORDER OF THE BOARD OF DIRECTORS |
|FOR NITIN CASTINGS LIMITED ||FOR NITIN CASTINGS LIMITED |
|NIPUN KEDIA ||SHYAMLAL AGARWAL |
|DIRECTOR ||WHOLE-TIME DIRECTOR |
|DIN:02356010 ||DIN:00347757 |
|THANE 10th DAY OF JUNE 2017 || |
ANNEXURE - II Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies
(Accounts) Rules 2014)
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
|Sl. No. ||Particulars ||Details |
|1. ||Name of the subsidiary ||NIL |
|2. ||Reporting period for the subsidiary concerned if different from the holding company's reporting period ||NIL |
|3. ||Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries ||NIL |
|4. ||Share capital ||NIL |
|5. ||Reserves & surplus ||NIL |
|6. ||Total assets ||NIL |
|7. ||Total Liabilities ||NIL |
|8. ||Investments ||NIL |
|9. ||Turnover ||NIL |
|10. ||Profit before taxation ||NIL |
|11. ||Provision for taxation ||NIL |
|12. ||Profit after taxation ||NIL |
|13. ||Proposed Dividend ||NIL |
|14. ||% of shareholding ||NIL |
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations. N.A
2. Names of subsidiaries which have been liquidated or sold during the year. N.A
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
|Name of associates/Joint Ventures ||Name 1 ||Name 2 ||Name 3 |
|1. Latest audited Balance Sheet Date ||NIL ||NIL ||NIL |
|2 Shares of Associate/Joint Ventures held by the company on the year end || || || |
|No. ||NIL ||NIL ||NIL |
|Amount of Investment in Associates/Joint Venture ||NIL ||NIL ||NIL |
|Extend of Holding % ||NIL ||NIL ||NIL |
|3. Description of how there is significant influence ||NIL ||NIL ||NIL |
|4 Reason why the associate/joint venture is not consolidated ||NIL ||NIL ||NIL |
|5 Net worth attributable to shareholding as per latest audited Balance Sheet ||NIL ||NIL ||NIL |
|6. Profit/Loss for the year || || || |
|i. Considered in Consolidation ||NIL ||NIL ||NIL |
|ii. Not Considered in Consolidation ||NIL ||NIL ||NIL |
1. Names of associates or joint ventures which are yet to commence operations. NIL
2. Names of associates or joint ventures which have been liquidated or sold during theyear. NIL
Note: This Form is to be certified in the same manner in which the Balance Sheet isto be certified.
ANNEXURE-III Form No. AOC-2
[Pursuant to clause (h) of sub- section (3) of section 134 of the Act and Rule 8 (2) ofthe Companies (Accounts) Rules 2014]
Form for Disclosure of particulars of contracts/ arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.
1. Details of contracts or arrangements or transactions not at arm's length basis:
a) Name(s) of the related party and nature of relationship: NIL
b) Nature of contracts/arrangements/transactions: NIL
c) Duration of the contracts/arrangements/transactions: NIL
d) Salient terms of the contracts or arrangements or transactions including the valueif any: NIL
e) Justification for entering into such contracts or arrangements or transaction: NIL
f) Date(s) of approval by the Board: NIL
g) Amount paid as advances if any: NIL
h) Date on which the special resolution was passed in general meeting as required underfirst proviso to section 188: NIL
2. *Details of material contracts or arrangement or transactions at arm's length basis:
|Sr. No. ||Name(s) of the related party and nature of relationship ||Nature of contracts/ arrangements/ Transactions: ||Duration of Contracts/ arrangements/ transactions: ||Salient terms of the contracts or arrangements or transactions including the value if any: ||Date(s) of approval by the Board if any: ||Amount paid as advances if any |
|1 ||Arvind Engg. Works - Firm in which directors mangers or relatives are partner. ||Job work service received || || || ||9200288 |
|2 ||Kedia Construction Co. Limited - Public co. in which director is director ||Labour service received || || || ||814229 |
|3 ||Kedia Construction Co. Limited - Public co. in which director is director ||Professional service received || || || ||24775 |
|4 ||Shalini Kedia - Relative of Director ||Rent service received || || || ||5495040 |
|5 ||Suman Kedia - Relative of Director ||Rent service received || || || ||4415040 |
* Related party transactions under Accounting Standard (AS) 18 are disclosed in Note -31 to the financial statements for the year ended 31st March 2017.