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Nitin Castings Ltd.

BSE: 508875 Sector: Engineering
NSE: N.A. ISIN Code: INE861H01012
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VOLUME 125
52-Week high 139.05
52-Week low 53.20
P/E 24.24
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 104.10
CLOSE 0.00
VOLUME 125
52-Week high 139.05
52-Week low 53.20
P/E 24.24
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nitin Castings Ltd. (NITINCASTINGS) - Director Report

Company director report

To

The Members

Your Directors have the pleasure in submitting the Thirty Third Annual Report onthe business and operation of the Company along with the Audited Accounts for thefinancial year ended 31st March 2016.

Financial Result

The performance of the Company for the financial year ended 31st March 2016 issummarized below:

Rs in Lacs

Particulars Current Year Previous Year
Total Revenue 3047.73 4221.36
Total Expenditure 2823.31 3956.60
Earnings before Depreciation and Taxes 224.42 264.76
Depreciation and Amortization 107.29 99.17
Earnings before Taxes 117.13 165.59
Tax expenses including Deferred tax 39.18 54.48
Profit after Taxes 77.95 111.11
Add : Balance brought forward from previous year 1523.84 1537.45
Less : Excess Carried Value of Fixed Assets Adjusted NIL 107.87
Profit after Taxes 1601.78 1540.69
Less : Proposed Dividend on Equity Shares (Including Tax on
Dividend) 12.67 16.85
Balance carried to Balance Sheet 1589.11 1523.84

Business Results

During the year under review your Company has registered a revenue of Rs3047.73 Lacsas against Rs4221.36

Lacs in the previous year. The Profit before taxes in the current year is Rs117.13 Lacsas against Rs165.57 Lacs in the previous year and profit after taxes areRs77.95 Lacs asagainst Rs111.09 Lacs in the previous year.

Finance:

Cash and cash equivalents as at March 31 2016 was Rs29.82 Lacs. The company continuesto focus on judicious management of its working capital. Receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.

Dividend

Your Directors have recommended dividend Rs0.75 per equity share for the financial yearended 31st March 2016 amounting to Rs10.53 Lacs. The dividend payout is subject toapproval of members at the ensuring Annual General Meeting.

The dividend will be paid to members whose name appear in the Register of Members as onAugust 2 2016 in respect of shares held in dematerialized form it will be paid tomembers whose names are furnished by National Securities Depository Limited and CentralDepository Services (India) Limited as beneficial owners as on that date.

Listing of Shares and Dematerialization

The Company’s shares are listed and traded at Bombay Stock Exchange (BSE) and itsscrip code is 508875 and

ISIN No. INE861H01012

Safety

The Management is committed to ensure safety of its employees plant and community atall its operations. The safety Management system has been established communicationinvolvement motivation skill development training and health have been identified asthe key drivers for safe working environment. These initiatives have resulted in reducingthe injuries and lost time significantly.

Fixed Deposit

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.

Material Changes and Commitments affecting financial position between the end of thefinancial year and date of the report

Your Directors at their meeting held on February 6 2016 have considered and approveda ‘Scheme of Arrangement’ under Sections 391-394 and other applicable provisionsof the Companies Act 1956 ("the Act") for demerger of the Casting BusinessUndertaking carried out by Nitin Castings Private Limited ("NCPL" or "theDemerged Company") on a going concern basis and vesting of the same into NitinAlloys Global Limited ("NAGL" or "the Resulting Company"). The Boardbelieves that the demerger will create businesswise segregation of companies therebyensuring focused management improved organizational capability and leadership andachieving operational and management efficiency.

The Scheme and relevant documents have been filed with the Bombay Stock ExchangeLimited for their The no objection of BSE has been obtained vide their letter dated May 52016. The Scheme has been filed the High Court of Bombay and directions for convening the‘Court Convened Meeting’ of shareholders of the

Company for approval of the Scheme has been obtained in the meeting of CCM held on June20 2016. The

Scheme is subject to approval of Hon’ble High Court of Bombay and variousstatutory approvals. The copies of the documents in connection with the above have beenposted at the website of the Company as well as at the registered office of the Company.As per the said Scheme:-

(i) The Casting Business undertaking of NCPL shall be demerged into the Company; (ii)The appointed date of the Scheme is 1 April 2015;

(iii) NCPL will transfer its Casting business undertaking including related propertiesinvestments intangibles contracts (including employee contracts) and liabilities toNAGL; and (iv) Upon the Scheme becoming effective the shareholders of NCPL will beallotted 27 equity shares of the Company for every 10 equity share held in NCPL.

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) thedirectors had 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 profitand loss of the company for that period; (c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) the directors had prepared the annual accounts on agoing 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.

Directors

In pursuant to the provisions of the Companies Act 2013 and the Articles ofAssociations of the Company Mr. Nitin Kedia retires by rotation and being eligible offerhimself for re-appointment.

Name Designation Qualification Age & Experience (Years) Date of Commencement of Employment
Mr. Nitin Kedia Director B.E. Mechanical 55/30 10/11/2008

Brief profile of Mr. Nitin Kedia is annexed to the Notice of meeting.

Board Meetings

The Board of Directors met Five times during this financial year. The details of themeetings are elaborated Corporate Governance Section of this Report.

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.

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.

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 31st October 2015 during the Financial Year ended31st March 2016.

Familiarization Programme for Independent Directors:

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. The details of the same is available on the website ofthe Company.

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.

Statutory Auditors

M/s. Sandeep Rathi & Associates Chartered Accountants (FRN # 113728W)are appointed as the Statutory

Auditor of the Company to fill the casual vacancy caused due to indisposition ofM/s.Jajodia & Company Chartered Accountants (FRN #121911W) to holdoffice till the term M/s.Jajodia & Company was to hold the office.

The Board has further appointed M/s. Sandeep Rathi & Associates CharteredAccountants (FRN # 113728W) to hold the office of the statutory auditor of theCompany from the conclusion of the ensuing Annual General Meeting till the Annual GeneralMeeting to be held in the year 2020 subject to ratification by the shareholder annuallyand at a remuneration to be fixed by the Board of Directors in consultation with theauditors plus applicable service tax and reimbursement of out of pocket expenses incurredby 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.

Statutory Auditors’ Report

The statutory auditors’ report is self-explanatory. It does not require anycomment as there is no qualification in reports.

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 has appointed KalaAgarwal a firm of Company Secretaries in Practice to undertake the Secretarial Audit ofthe Company.

Secretarial Audit Report

The Secretarial Audit Report contains qualifications reservations & explanationswhich are self-explanatory. The same is annexed with this report.

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 reportas Annexure I.

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.

Related Party Transactions:

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 Key Managerial Personnel or other designated persons which may have a potentialconflictwith 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.

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.

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 theadequately covered by comprehensive insurance.

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 the employees required are notgiven as none of the employee is covered under the said provisions of the Act.

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 helped inkeeping the environment pollution free.

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.

Technology Absorption

The Company’s in-house Research and Development Department is engaged incontinuous up-gradation to take up the changing market demand and this has been wellappreciated by the user industries. The Company has adopted modern technology which hasprovided cost reduction and improvement in manufacturing processes to maintain higheststandard in quality and customer satisfaction.

Industrial Relation

Cordial industrial relation and improvement in production were maintained at theCompany’s plant. The management appreciates the support of employees at all level andlooks forward to their full co-operation and involvement in years to come.

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.

Particulars of Loans Guarantees or Investments under Section 186

The Company has not given/ made any loans guarantees and investments under Section 186of the Companies Act 2013.

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 not adopt any activity pursuant to thesame for the financial year 2015-16.

Share Capital:

A) Issue of Equity Shares with Differential Rights:

The Board of Directors has not made any issue of Shares 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.

Vigil Mechanism / Whistle Blower Policy:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern. A high level Committee has been constituted whichlooks into the complaints raised. The Committee reports to the Audit Committee and theBoard.

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 andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the

Code. All the Directors and the designated employees have confirmed compliance with theCode.

Management Discussion and Analysis and Corporate Governance Report

In compliance with various Regulations of the SEBI (Listing obligations and disclosurerequirements) Regulations

2015 entered in with the Stock Exchange a separate section on Management Discussionand Analysis that includes details on the state of affairs of the Company as required tobe disclosed in the Directors Report forms part of this Annual Report. Further theCorporate Governance Report as approved by the Board of Directors together with acertificate from the Statutory Auditors confirmingthe compliances also forms part ofAnnual Report

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.

Acknowledgements

The Directors wish to convey their appreciation to all the Company employees for theirenormous personal efforts as well as their collective contribution to Company’srecord performance.

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
MR. S. L. AGARWAL
WHOLE-TIME DIRECTOR
DIN: 00347757
Thane the 5th day of July 2016