Your Directors have pleasure in presenting the 36th Annual 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 2019.
|FINANCIAL RESULTS: || ||(Amt: In Lakhs) |
| ||2018-2019 ||2017-2018 |
| ||(Rs.in`00000) ||(Rs.in`00000) |
|Income (sales and other income) ||931.43 ||1824.13 |
|Profit/ (Loss) before interest & dep. ||131.18 ||159.12 |
|Less: || || |
|Interest ||0.00 ||0.00 |
|Depreciation and amortization ||5.29 ||4.20 |
|Profit / (Loss) Before Tax ||125.90 ||154.92 |
|Provision for Taxation ||50.85 ||42.42 |
|Deferred Tax ||0.87 ||(0.05) |
|Adjustment related to previous year ||1.26 ||0.00 |
|Net Profit ||72.92 ||112.55 |
The NBFC Sector in India Continued its Consistent growth parallel to India's economicGrowth even facing some circumstantial irregularities like unfavourable external businessenvironment factors. During the financial year under review irrespective of dispersedrisk retail lending and strategic growth in the MSME sector the company has earned anincome of Rs. 931.43 (in 00000) as compared to the previous year income of Rs.1824.13 (in 00000'). It simultaneously earned a profit after tax of Rs. 72.92(in`00000) as compared to the previous year profit of Rs. 112.55 (in`00000).
Board of Directors do not recommend any dividend for the year 2018-19. The entireprofit being ploughed back in the business.
Your company has not accepted any deposit prescribed U/s 73 of the companies Act 2013during the financial year.
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 wereappointed as the statutory auditors of the Company to hold office from the Annual GeneralMeeting held in the year 2016 till the Conclusion of the 37th Annual GeneralMeeting.
However MCA vide its notification dated May 07 2018 has amended Companies (Audit andAuditors) Rules 2014 inserting Companies (Audit and auditors) Second Amendment Rules2018 by omitting the first proviso to sub-section (1) of Section 139 of the Companies Act2013 relating to ratification of the existing auditors at every Annual General Meeting.Hence ratification by the shareholders of the Company is not applicable.
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.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the design adequacy and efficacy of the Company'sinternal controls including its systems and processes and compliance with regulations andprocedures. Internal Audit Reports are discussed with the Management and are reviewed bythe Audit Committee of the Board which also reviews the adequacy and effectiveness of theinternal controls in the Company. The Company has an Internal Control System commensuratewith the size scale and complexity of its operations. In order to maintain stabilizationin to the affairs of the company the Company Secretary and Compliance officer of theCompany has been appointed as the Internal Auditor who would directly report to theChairman of the Audit Committee of the Company. Based on the report of internal auditfunction process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board.
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.
|Sl. 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/- from April 2018 to August 2018 and Rs. 100000/- per month from Sept 2018 to March 2019 which is 2.99 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 -16.11% decrease |
| ||f) Manager 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. 18.70 approx. |
|4 The number of permanent employees on the rolls of the company ||There were 5 employees on permanent roll of the company as on March 31 2019. |
|5 The explanation on the relationship between average increase in remuneration and company performance ||The Company's profit decrease to 18.73% in comparison to that the average increase of remuneration of employees was 18.70 % during the year. |
|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 11.53 % of the net profit for the FY 2018-19 which was based on the terms of the service contract which must be paid for availing there services. |
|7 Variations in the market capitalization of the company price earnings ratio as at the closing date of the current FY and previous FY and percentage 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 ||Variations in the market capitalization: Rs. Market Capitalization as on 31-03-2018=Rs. 39.11 Crores 31-03-2019=Rs. 37.15 Crores |
| ||Price Earnings Ratio (Price/EPS): - As on 31-03-2018-Rs. 36.21 As on 31-03-2019-Rs. 51.35 |
| ||5% decrease in the share price from the price on 31.03.2019 i.e. Rs. 19.00/- due to the normal trading of shares in due course. |
|8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the 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- 7.54 % (of the Net Profit) CFO- 1.43 % (of the Net Profit) CS- 2.55 % (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 -NilDrawing salary of 5 Lakhs p/m or above for a month if employed for part of the year -NilDrawing 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 were adequate and operating effectively.
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.
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. as rest of the directors are Independent Directors leaving Mr. Arvind Kumar Mittalwho is the Managing Director of the Company and hence cannot retire by rotation.
In the 31st Annual General Meeting held on 30th September 2014Mr. Vivek Awasthi and Mr. Rajesh Bajpai being the Non- Executive Independent Director ofthe Company were appointed for the period of five years. Such term of appointment of theIndependent Directors shall come to an end on 36th Annual General Meeting ofthe Company. The Board of Directors has on the basis of recommendation of the Nominationand Remuneration Committee proposed to re-appoint Mr. Vivek Awasthi and Mr. Rajesh Bajpaias the Independent Directors of the Company for a second term. A resolution proposingre-appointment of Independent Directors of the Company for the second term pursuant toSection 149(6) of the Companies Act 2013 forms part of the Notice of Annual GeneralMeeting.
Further in the ensuing Annual General Meeting Mr. Arvind Kumar Mittal being theManaging Director of the Company were appointed for the period of five years. Such term ofthe appointment of the Managing Director shall come to an end on 14th October2019. The Board of Directors has on the basis of recommendation of nomination andremuneration committee proposed the matter for re-appointment of Mr. Arvind Kumar Mittalas the Managing Director of the Company for the second term pursuant to Section 196 of theCompanies Act 2013 forms part of the Notice of the Annual General Meeting.
CHANGE IN KEY MANAGERIAL PERSONNEL
During the year Mr. Vaibhav Agnihotri Company Secretary KMP and Compliance Officerof the Company resigned from the services of the Company. The resignation was effectivefrom December 20 2018.
Consequent to Mr. Vaibhav Agnihotri's resignation the Board appointed Ms. AmanpreetKaur as the Company Secretary KMP and Compliance Officer of the Company. The appointmentwas effective from December 28 2018.
The observation as per Auditors Report is self-explanatory and does not does notcontain any qualification reservation or adverse remark.
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.
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 prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'functioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each of the Independent Directorsunder Section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
LISTING OF SHARES
The Company's shares are listed with the
1. BSE Ltd. P.J Towers Dalal Street Mumbai- 400001
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 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:
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 engagedM/s V. Agnihotri & Associates Company Secretaries as Secretarial Auditor to conductSecretarial audit for the year 2018-19. The report on secretarial audit is annexed as"Annexure-A" to the Board's Report. The report does not contain anyqualification reservation or adverse remark.
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 linkhttp//neil.co.in. In addition to this the extract of the annual return in form MGT-9 asprovided under is annexed in the report as "Annexure-B"
Your Directors wish to express and place on record their thanks to the Company'sEmployees Shareholders for the continued support and trust they have reposed in theManagement.
Your Directors also appreciate the valuable cooperation and continued support receivedfrom Company's bankers and all the government agencies and departments.
|By the Order and on behalf of the Board of Directors |
|For Neil Industries Limited |
| ||SD/- ||SD/- |
|DATE: 09/08/2019 ||ARVIND KUMAR MITTAL ||PINKI YADAV |
|PLACE: KANPUR ||(MANAGING DIRECTOR) ||(DIRECTOR) |
| ||DIN: 02010445 ||DIN: 06995315 |