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Neil Industries Ltd.

BSE: 539016 Sector: Financials
NSE: N.A. ISIN Code: INE396C01010
BSE 00:00 | 16 May 5.16 0.24
(4.88%)
OPEN

5.16

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5.16

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5.16

NSE 05:30 | 01 Jan Neil Industries Ltd
OPEN 5.16
PREVIOUS CLOSE 4.92
VOLUME 499
52-Week high 12.44
52-Week low 4.30
P/E 9.74
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.16
CLOSE 4.92
VOLUME 499
52-Week high 12.44
52-Week low 4.30
P/E 9.74
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Neil Industries Ltd. (NEILINDUSTRIES) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 38thAnnual Report on thebusiness operations and financial performance of the Company along with Audited BalanceSheet and Statement of Profit & Loss for the year ended 31st March 2021.

FINANCIAL RESULTS:

(Amt: In Lakhs)

2020-2021 2019-2020
(Rs.in 00000) (Rs.in'00000)
Income (sales and other income) 277.99 685.85
Profit/(Loss) before interest & dep. 200.71 155.23
Less:
Interest 0 0
Depreciation and amortization 3.39 4.53
Profit / (Loss) Before Tax 197.32 150.70
Provision for Taxation 51.16 38.75
Deferred Tax 0.29 0.095
Adjustment related to previous year 48.69 -3.98
Net Profit 97.19 115.83

OPERATIONAL RESULTS:

During the financial year under review the Company has earned an income of Rs. 277.99(in ‘00000) as compared to the previous year income of Rs. 685.85 (in ‘00000').The Company during the financial year earned a profit after tax of Rs. 97.19 (in'00000) ascompared to the previous year profit of Rs. 115.83 (in'00000). due to the lessrealizations and increased cost incurred during the year. The Directors ensure for abetter result this year past the phase of Pandemic.

We all know that the COVID 19 pandemic has caused disruption to business and economicactivity across the globe in compliance with the directions issued by the Central / StateGovernments /Municipal Corporation with a view to prevent and contain the spread of COVID- 19 the Company had adopted a Business Continuity Plan to ensure the safety andwellbeing of all its employees as well as the mitigation of potential service disruptionsto our customers and stakeholders and business sustainability and taken several businessinitiatives in this regard. The Second phase of COVID has badly impacted the industry andpersonnel at large. Many of the stakeholders were badly impacted by the second phase ofCOVID 19 resulting in some impact over the operations of the company. However this effectwas not in reference to any financial operations of the Company.

DIVIDEND:

Board of Directors does not recommend any dividend for the year 2020-21. The entireprofit being ploughed back in the business in order to cope up with the challenges facedby the Company amidst this Pandemic.

DEPOSITS:

During the year under review the Company has neither invited nor accepted any depositsfrom the public within the meaning of Section 73 of the Companies Act 2013 ("theAct") read with the Companies (Acceptance of Deposits) Rules 2014.

SHARE CAPITAL:

As on March 31 2021 the Authorized Share Capital of the Company stood at 2000 Lakh(20000000 Shares of ' 10/- each and the Issued Subscribed and Paid-up Equity ShareCapital of the Company stands at ' 1955.32 Lakh (comprising of 19553200 Equity Sharesof' 10/- each). During the Financial Year 2020-21 the Company has not issued any EquityShares.

AUDITORS AND TAX CONSULTANTS:

M/s Ranjit Jain & Company (Firm Reg. No. 322505E) having its office at Diamondheritage Unit 605A 6th Floor Strand Road Kolkata -700001 West Bengal were re-appointed as the statutory auditors of the Company to hold office from the Annual GeneralMeeting held in the year 2020 till the Conclusion of the 42nd Annual General Meeting.

Further M/s V. Agnihotri & Associates Practicing Company Secretaries wereappointed as the Secretarial Auditors of the Company and have thereby conducted theSecretarial Audit of the Company for the financial year 2020-2021.

In addition to this M/s Vishal Maheshwari & Company Chartered Accountants were alsoappointed as Accountancy and tax Consultants of the Company to advise the Company onvarious taxation matters.

CHANGE IN MANAGEMENT & TAKEOVER:

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

DELISTING FROM CALCUTTA STOCK EXCHANGE LIMITED (CSE LIMITED)

The Company through its Board Meeting held on January 16 2021 considered and approvedthe voluntary delisting of equity shares of the Company from the Calcutta Stock ExchangeLimited where no exit opportunity needs to be given to the public shareholders andcontinues to remain listed on Bombay Stock Exchange Limited (BSE) which has nationwidetrading terminals.

The Company had delisted from the Calcutta Stock Exchange Limited w.e.f. February 12th2021.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a suitable and adequate Internal Control System which indeed iscommensurate with the size scale and complexity of its operations. Internal controlsystems are integral to Company's corporate governance framework. Some significantfeatures of internal control system are: -

• Adequate documentation of policies guidelines authorities and approvalprocedures covering all the important functions of the Company.

• Ensure complete compliance with laws regulations standards and internalprocedures and systems.

• De-risking the Company's assets/resources and protecting them from any loss.

• Ensuring the integrity of the accounting system; proper and authorized recordingand reporting of all transactions.

• Ensuring reliability of all financial and operational information.

• Audit Committee of Board of Directors comprising of Independent Directors. TheAudit Committee regularly reviews audit plans significant audit findings adequacy ofinternal controls compliance with Accounting Standards etc.

• To maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee of the Board and to the Managing Director.

• The Internal Audit Department monitors and evaluates the efficiency and adequacyof the internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company.

• Based on the report of Internal Audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.

• Significant audit observations and recommendations along with corrective actionsthereon are presented to the Audit Committee of the Board.

The internal control systems and procedures are designed to assist in theidentification and management of risks the procedure-led verification of all complianceas well as an enhanced control consciousness. The internal financial control system of theCompany is supplemented with internal audits regular reviews by the management and checksby external auditors.

During the year under review no material or serious observation has been highlightedfor inefficiency or inadequacy of such controls.

PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OFTHE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) 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.

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. 100000/- per month from April 2020 to March 2021. which is 11.11 times the median remuneration of Employees. No other Director is drawing remuneration.
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) Company Secretary -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. 8.56 approx.
4 The number of permanent employees on the rolls of the company There were 9 employees on permanent roll of the company as on March 31 2021.
5 Average percentile increases already made in the salaries of employees other than the managerial personnel in the financial year i.e. 2020-21 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 There was a increase of 261.54 percent in the average salary of employees other than managerial personnel.
Remuneration of Managing Director has not changed during the financial year.
6 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 102 Lakhs or above for the year if employed throughout the year-Nil

> Drawing salary of 8.5 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.

DIRECTORS RESPONSIBILTY STATEMENT:

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

1) 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 was adequate and operating effectively.

INDUSTRIAL RELATIONS:

Industrial relations are of paramount importance in every organization and maintainingthem with ease and poise is a very difficult task. Our Company gives equal importance tomaintain industrial relations and keeping them at par with other stakeholderrelationships. During the period under review the relation between employee andManagement remained cordial. All the problems of the employees were patiently heard by theManagement and proper solutions pertaining to their problems were provided by themanagement. The Management has always been gracious about its employees and workers. Theytake every possible measure and endeavor to maintain sincere healthy and friendlyrelations with the lower and middle level employees.

DIRECTORS:

The Board of the company is duly constituted. None of the Directors are Disqualifiedu/s 164 of the companies Act 2013. The Company is managed by well qualifiedprofessionals. All directors are suitably qualified experienced and competent. Themembers of the Board of Directors are persons with considerable experience and expertisein Audit Accounts Finance and Administration. The Company is benefitted by theexperience and skills of the Board of Directors. All the Independent Directors have giventheir declaration as per Section 134 read along with section 149 of the Companies Act2013.

In the ensuing Annual General Meeting Mr. Chandra Kant Dwivedi being the Non ExecutiveNon Independent Director of the Company and whose office is subject to retire by rotationwill retire by rotation due to the provisions of Section 149 & 152 of the CompaniesAct 2013 and offer himself for re-appointment as the Director.

KEY MANAGERIAL PERSONNEL:

Pursuant to Section 203 read with Section 2(51) of the Companies Act 2013 the KeyManagerial Personnel of the Company are Mr. Arvind Kumar Mittal Managing Director Mrs.Ruchi (Shukla) Sharma CFO and Ms. Amanpreet Kaur Company Secretary. During the yearthere has been no change in the Key Managerial Personnel.

AUDITORS REPORT:

The observation as per Auditors Report is self-explanatory and does not does notcontain any qualification reservation or adverse remark.

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.

RBI GUIDELINES:

The Company is a Non-Deposit Taking Systemically Important Non-Banking FinancialCompany (NBFC-ND-SI). The Company has complied with and continues to comply with all theapplicable regulations and directions of the RBI.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

BOARD EVALUATION

Board evaluation considers performance evaluation of the Board Committees and otherindividual Directors (including Independent Directors) which include criteria forperformance evaluation of Non-Executive Directors and Executive Directors. The Evaluationprocess inter alia considers attendance of Directors at Board and Committee meetingsacquaintance with business communicating inter se board members effective participationdomain knowledge compliance with code of conduct vision and strategy.

The Board of Directors carried out annual evaluation of its own performance itscommittees and individual Directors based on the criteria and frame work adopted by theBoard and in accordance with existing regulations. The evaluation of performance of eachIndependent Director is being done by all the directors except the Independent Directorbeing evaluated. The review of the performance of non-independent directors the Board asa whole the Chairperson of the Company quantity and timeliness of flow of information isdone by the independent directors of the Company. This evaluation is being carried outonce in a year. Criteria for evaluation includes qualification experience ageparticipation attendance knowledge quality of discussion beneficial contribution etc.

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 and as mentioned in the last year'sannual report the Management has carried out the annual performance evaluation of itsperformance the Directors individually as well as the evaluation of the working of itsAudit Appointment and Remuneration Committees. A structured questionnaire was preparedafter taking into consideration inputs received from the Directors covering variousaspects of the Board' functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance. A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority shareholders etc. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Secretarial Department. The Directorsexpressed their satisfaction with the evaluation process.

The Board carried out an annual performance evaluation of the Board CommitteesIndividual Directors and the Managing director. The Chairman of the respective Committeesshared the report on evaluation with the respective Committee members. The performance ofeach committee was evaluated by the Board based on report on evaluation received fromrespective Committees.

The report on performance evaluation of the Individual Directors was reviewed by theChairman of the Board and the feedback was given to the concerned directors.

Pursuant to Regulation 34(3) read with Schedule V Part (C) (2)(h) of ListingRegulations the Board of Directors has identified the following requisiteskills/expertise and competencies of the Directors for the effective functioning of theCompany:

Sl. No. Name of the Director & Designation Core skills/expertise/competencie s
1. Arvind Kumar Mittal Managing Director Mr. Arvind Kumar Mittal is having more than 22 years of experience in the field of stock trading including derivative trading and held the post of Managing Director of Companies like UPSE Securities Limited.
2. Vivek Awasthi Independent Director Mr. Vivek Awasthi is a reputed & Senior Chartered Accountant having the experience of more than 23 years in the field of Tax Audit and financial matters.
3. Chandra Kant Dwivedi Non-Independent Director Mr. Chandra Kant Dwivedi is an economist and has a rich experience of more than 41 years in the field of Economy and education. He is also associated with a major agro business industry for a period of last 4 years.
4. Rajesh Bajpai Independent Director Mr. Rajesh Bajpai is an able administrator and has a good experience in this field. He also has an experience in social and cultural activity.
5. Archana Singh Independent Director Mrs. Archana Singh is a philanthropist and has an experience of 12 Years in her respective field.
6. Pankaj Kumar Mittal Non-Independent Director Mr. Pankaj Kumar Mittal is an advocate by profession and has an experience of 21 Years in his respective field.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS& ADHERENCE TO THE COMPANY'SCODE OF CONDUCT FOR INDEPENDENT DIRECTORS:

All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of ‘Independent Director' as mentioned under Regulation 16(1)(b) of theSEBI Listing Regulations.

Further all the Independent Directors have affirmed that they have adhered andcomplied with the Company's Code of Conduct for Independent Directors which is framed inaccordance with Schedule IV of the Act.

LISTING OF SHARES

The Company's shares are listed with the

BSE Ltd. P.J Towers Dalal Street Mumbai- 400001

Company has paid required listing fees to Stock Exchanges.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

There were no Guarantees or Investments made by the Company pursuant to the provisionsof Section 186 of the Companies Act 2013 during the period under review.

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:

The Company's robust risk management framework identifies and evaluates business risksand opportunities. The Company recognizes that these risks need to be managed andmitigated to protect the shareholders and other stakeholder's interests in order toachieve its business objectives and enable sustainable and long-term growth. Riskmanagement is embedded in our critical business activities functions and processes. TheCompany believes that the overall risk exposure of present and future risks remains withinrisk capacity. Since the business environment is always uncertain and unpredictabletherefore the vigilance of not only the management but also the employees is of utmostimportance.

The Company manages and monitors principal risks and uncertainties that can impactability of the Company to achieve its targets and objectives. Timely reports are placedbefore the Board for considering various risks involved in the Companybusiness/operations. The Board evaluates these reports and requisite/corrective actionsare then implemented.

The Board carries out a brief synopsis of the key elements that threatens the existenceof the company. The internal policy related to risk management ensures growth andcontinuity of business. However SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 exempts your 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 websitewww.neil.co.in. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance on the expectedbehavior from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code. AllManagement Staff were given appropriate training in 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 TheCompany has established a vigil mechanism through a Whistle Blower Policy which shall beheaded by the Chairman of the Audit Committee. The Company can oversee the genuineconcerns expressed by the employees and other Directors. The Company has also providedadequate safeguards against victimization of employees and Directors who may express theirconcerns pursuant to this policy. The policy is uploaded on the Website of the Company atwww.neil.co.in.

PREVENTION OF INSIDER TRADING:

The Company has updated the Code of Conduct for Prevention of Insider Trading with aview to 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. The Updated Code of Conduct has already posted onCompany's website.

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 pursuant to Section 134(3)(h) of the Act read with rule 8(2) of theCompanies (Accounts) Rules 2014.

DISCLOSURE UNDER SEXUAL HARRASMENT POLICY FOR WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company is committed to providing and promoting a safe and healthy work environmentfor all its employees. A ‘Prevention of Sexual Harassment' Policy ("POSHPolicy") which is in line with the statutory requirements along with a structuredreporting and redressal mechanism is in place. Appropriate reporting mechanisms are inplace for ensuring protection against Sexual Harassment and the right to work withdignity. During the year under review the Company has not received any complaint in thisregard.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Regulation 24A of the SEBI (LODR)Regulations 2015 the Company had appointed V. Agnihotri & Associates CompanySecretaries in Practice for conducting Secretarial Audit. The Secretarial Audit Report forthe Financial Year ended March 31 2021 is appended to this Report as Annexure -A. Thereare no qualifications reservations adverse remarks or disclaimers made by theSecretarial Auditors in their Audit Report for the Financial Year 2020-21. Otherobservation if any in the report is self explanatory.

SHARE REGISTRAR & TRANSFER AGENT

The Company's Registrar & Transfer Agent is Skyline Financial Services PrivateLimited New Delhi. It is a SEBI Registered R & TA. The contact details of the sameare mentioned at the beginning of the Report. The investors are kindly requested toaddress their queries if any to the R & TA. However in case of any difficultiesthey are always welcome to contact the Company's Company Secretary & ComplianceOfficer the contact particulars of whom are contained in the Report and are also hostedon the website of the Company i.e. www.neil.co.in.

REGISTRATION OF INDEPENDENT DIRECTORS WITH INDEPENDENT DIRECTOR'S DATABANK

The Companies (Appointment and Qualification of Directors) Fifth Amendment Rules 2019required all existing and those aspiring to become independent directors to apply onlineto Indian Institute of Corporate Affairs (IICA) for inclusion of their names with theIndependent Directors Databank.

All our Independent Directors Mr. Vivek Awasthi Mr. Rajesh Bajpai and Mrs. ArchanaSingh (earlier known as Pinki Yadav) have registered themselves with the IndependentDirector's Databank.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable on your Company.

SECRETARIAL STANDARDS

The Company complies with all the applicable and notified Secretarial Standards issuedby the Institute of Company Secretaries of India.

WEB-LINK OF ANNUAL RETURN

As per Sub Section 3 of Section 92 every company has to place a copy of the AnnualReturn on the website of the Company. The same shall be made available as and when it willbe completed and posted on the website of the Company having the web link www.neil.co.in.

ACKNOWLEDGEMENT:

The Board of Directors take this opportunity to thank the shareholders customersemployees bankers R&T agent auditors Reserve Bank of India other Regulatoryauthorities for their cooperation and continued support to the Company. We look forward totheir continued patronage and encouragement in all our future endeavors.

By the Order and on behalf of the Board of Directors
For Neil Industries Limited
SD/- SD/-
DATE: 14/08/2021 ARVIND KUMAR MITTAL ARCHANA SINGH
PLACE: KANPUR (MANAGING DIRECTOR) (DIRECTOR)
DIN:02010445 DIN:06995315

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