Neycer India Ltd.
|BSE: 502255||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE275N01013|
|BSE 05:30 | 01 Jan||Neycer India Ltd|
|NSE 05:30 | 01 Jan||Neycer India Ltd|
|BSE: 502255||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE275N01013|
|BSE 05:30 | 01 Jan||Neycer India Ltd|
|NSE 05:30 | 01 Jan||Neycer India Ltd|
Your Directors have pleasure in presenting the Sixtieth Annual Report and AuditedAccounts of the Company for the financial year ended on 31st March 2021.
During the under review the Company has incurred a Net Loss of Rs. 233.71lakhs for theyear ended 31st March 2021 as compared to Net Profit of Rs. 699.64 lakhsin theprevious year.
The paid up Equity Share Capital of your Company as on 31st March 2021 was101669160. No additions and alterations to the Capital were made during the financialyear 2020-21.
Since the Company has incurred a loss of Rs.233.71 lakhs your Board of Directors doesnot recommend any dividend to the Shareholders for the financial year 2020-21.
STATE OF AFFAIRS OF THE COMPANY:
During the year under the review there is no change in the nature of activity of theCompany.
TRANSFER OF PROFIT TO RESERVES:
During the year the Company has incurred loss of Rs. 233.71 lakhs. However Company hasnot transferred to the reserve account.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any subsidiaries associates and joint venture Companies.
LISTING OF SHARES:
The Equity Shares of the Company are listed in the Bombay Stock Exchange of India.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions contained in the Section 134 (3) (c) of the Companies Act2013 the Board to the best of its knowledge and belief and according to the informationand explanation obtained by it confirm that:
a) In the preparation of the Audited Accounts the applicable Accounting Standards hadbeen followed and there were no material departures there from;
b) The Directors had selected such Accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of Company at the end of the 12 months period ended on31st March 2021 and of profit of the Company for that period.
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company for that period.
d) The Directors had prepared the Annual Accounts on a going concern basis.
e) They have laid down internal financial controls which are adequate and areoperating effectively.
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177 (9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulations 34 (3) 18(3) and46 of SEBI (LODR) Regulations 2015 the Board of Directors had approved the policy onVigil Mechanism Whistle Blower and the same was hosted on the website of the Company. ThePolicy inter alia provides to direct access to the Chairman of the Audit Committee. YourCompany hereby affirms that no director/employee has been access to the Chairman of theAudit Committee and that no complaints were received during the year.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has formulated a framework on Internal Financial Controls in accordancewith Rule 8 (5) (viii) of Companies (Accounts) Rules 2014 the Company has adequateinternal control systems to monitor business process financial reporting and compliancewith applicable regulations and they are operating effectively. The systems areperiodically reviewed by the Audit Committee of the Board for identification ofdeficiencies and necessary time bound actions are taken to improve efficiency at all thelevels. The Committee also reviews the observations forming part of internal auditorsreport key issues and area of improvement significant process and accounting policies.
As per the provisions of the Companies Act 2013 the Company has M/s. R. Sundararaman& Co. as an Internal Auditor for the Company for the financial year 2020-21. TheCompany proposes to continue their services and appoint M/s. Sundararaman & Co. as anInternal Auditor for the financial year 2020-21 to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS:
The Board of Directors comprises of the Three IndependentDirectors and oneNon-Executive Directors out of which one is woman Director. During the financial yearunder review the following changes occurred in the Board of Directors and Key ManagerialPersonnel of the Company:- a) Mr. Nishant Rathore was appointed as Chief Financial Officerof the Company on 19th December 2020. b) Mr. Ramasami Ananthakrishnan wasresigned from the post of Chief Financial Officer of the Company with effect from 19thDecember 2020.
The Following changes occurred in the Board of Directors and Key Managerial Personnelafter that reporting period:
c) Due to sudden demise of Mr. Y. Mohan Prasad his position as Whole Time Director inthe Company had become vacant on 26th April 2021. However Company has notfilled the vacant position till date. d) Mr. Raviteja Anne was appointed as an AdditionalNon-Executive Director of the Company on 08th July 2021. However the same hasbeen put up for members approval in Annual General Meeting via item No. 3.
Pursuant to the provisions of Section 203 of the Companies Act 2013 the following arethe Key Managerial Personnel:
NUMBER OF MEETINGS OF THE BOARD:
6 (Six) Meetings of the Board of Directors of the Company were held during the year2020-2021 which were on 27th June'20 30thJuly'20 12thSeptember' 20 9th November'20 19thDecember' 20 and 12thFebruary' 21. The Maximum time gap between any two consecutive meetings did not exceed 120days.
Board Committees plays a vital role in improving the Board effectiveness in areas wheremore focused and discussions are required. Board has constituted the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The Board Committees meet at regular intervals; take necessary steps to perform theirduties entrusted by the Board. The details pertaining to the composition of the variousCommittees and attendance of Members are detailed in the Corporate Governance Report isannexed in Annexure-III
Pursuant to the provisions of the Companies Act 2013 and of the Listing Agreement theBoard has carried out Annual Performance Evaluation of its own performance the Directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder Committees. The manner in which the evaluation has beencarried out is explained below.
EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS' MEETING:
During the year under review the Independent Directors met on 12th February2021 inter alia to: i. Review the performance of non-independent directors and theBoard as a whole. ii. Review the performance of the Chairperson of the company takinginto account the views of executive directors and non-executive directors. iii. Assess thequality quantity and timeliness of flow of information between the company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.
DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors have been declarations that they meet the criteria ofindependence as laid down under Section 149 of the Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 in respect of financial year ended 31st March 2021 which have beenrelied on by the Company and placed at the Board Meeting of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Company's Policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes Independence of a director and othermatters provided under Section 178 (3) of the Act are covered in Corporate GovernanceReport which forms part of this Report. Further information about elements ofremuneration package of individual directors is provided in the extract of Annual Returnas provided Under Section 92 (3) of the Act is enclosed at Annexure-V in theprescribed form MGT-9 and forms part of this Report.
The Company recognizes that building a Board of diverse and inclusive culture isintegral to its success. The Board considers that its diversity including genderdiversity is a vital asset to the business. The Board has adopted a Board diversitypolicy which sets out the approach to diversity of the Board of Directors.
NOMINATION AND REMUNERATION POLICY:
The Company has a Nomination and Remuneration Policy for appointment and remunerationof the Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters as required under Section 178(3) of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors had adopted a Code of Conduct for the Board Members and of theCompany. This Code helps the Company to maintain the Standard of Business Ethics andensure compliance with the legal requirements of the Company. The Code is aimed atpreventing any wrong doing and promoting ethical conduct at the Board and by employees.The Compliance Officer is responsible to ensure adherence to the Code by all concerned.The Code lays down the standard of conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders. All the Board Members and the Senior Management personnel have confirmedcompliance with the Code. Detailed policy on Code of Conduct in pursuance to SEBI(Prohibition of Insiders Trading) Regulations 2015 as amended is available in the companywebsite www.neycer.in.
M/s. SNS Associates Chartered Accountants (Firm Registration No. 006297S) have beenappointed as statutory auditors of the Company for a period of Five Consecutive years atthe Annual General Meeting held on 26th September 2017 and their term ofoffice expire in the year 2022.
REPLY TO THE OBESERVATIONS MADE BY THE STATUTORY AUDITORS:
Statutory Auditors in their report have made the following observations:
1. GMB Ceramics had filed an arbitration case against the Company. Against the awardpassed by the
Arbitrator the Company has filed an appeal before the High Court of Calcutta. TheCalcutta High Court had passed an order directing the Company has to pay GMB Ceramics anamount of Rs. 1169 lakhs and 15% simple interest and is Contingent Liability. From thedate umpire award.
2. Against the said order of the High Court the Company has filed an SLP before theHon'ble
Supreme Court which has directed the Company to deposit a sum of Rs.400 Lakhs and theSLP has been admitted. The Company has deposited the said amount. Pending disposal of theSLP by the Hon'ble Supreme Court the amount deposited with the Supreme Court is shownunder Advances and necessary adjustments will be made on the disposal of the SLP.
Since the notes given in the financial statements are Self Explanatory the Managementtaking all necessary efforts to address the issue.
With reference to Note No.33 of the notes forming part of the financial statementsregarding the adoption of going concern concept for the preparation of financial statementand the efforts being made by the Company to restart the manufacturing operations. Sincethe Auditor has not qualified the emphasis matter management is not required to reply onthe subject matter.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Copies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Secretarial Auditor to conduct the Secretarial Audit for the financial year2020-2021. The Secretarial Audit Report as received from the Secretarial auditor isannexed to this report as
COMMENT ON SECRETARIAL AUDIT REPORT:
There are no material qualifications in the Secretarial Audit Report except for fewobservations in the Secretarial Audit Report and the same has been taken on record for dueaction.
Since the Company has no manufacturing activity at present and the provisions ofAppointment of Cost Auditor pursuant to the Companies Act 2013 is not applicable no CostAuditor has been appointed by the Company during the financial year.
RISK MANAGEMENT POLICY:
The risk management is overseen by the Audit Committee of the Company on a continuousbasis therefore constituting a Risk Management Committee does not arise. Major risks ifany identified by the business and functions are systematically addressed throughmitigating action on a continuous basis.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There has been no loan guarantees and investment given or made by the Company underSection 186 of the Act during the financial year 2020-21.
RELATED PARTY TRANSACTIONS:
During the year 2020-21 the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material as per sub-section (1)f Section 188 of the Companies Act 2013. Hence the question of reporting under thisrequirement of said section does not arise.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the Social initiatives undertaken by the Company on CSR activities during the yearunder review are set out in Annexure IV of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. Forother details regarding the CSR Committee please refer to the Corporate GovernanceReport which is a part of this report.
EXTRACT OF ANNUAL RETURN:
Pursuant to sub-section 3(a) Section 134 and sub-section 3 of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of the Annual Return as at March 31 2020 in Form MGT-9 forms partof this report as Annexure-I. DISCLOSURES REQUIREMENTS:
As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis are attached which formspart of this report. The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and is of the view that such systems are adequate and operatingeffectively.
The Company has the following policies which are applicable as per the Companies Act2013 and SEBI (LODR) Regulations which are placed on the website of the Company.
i) Code of conduct for Directors and Senior Management
ii) Whistle Blower Policy/ Vigil Mechanism
iii) Policy of Directors' Appointment and remuneration
iv) Policy on determining materiality of events
v) Policy on documents preservation and archival
vi) Terms of appointment of independent directors
vii) Nomination & Remuneration policy
viii) Policy on related party transactions
ix) Policy on Corporate Social Responsibility Committee
x) Policy on sexual harassment of women at work place (prevention prohibition andredressal) Act 2013.
POLICY ON INSIDER TRADING:
On December 31 2018 the Securities and Exchange Board of India amended theProhibition of Insider Trading Regulations 2015 prescribing various new requirementswith effect from 1st April 2019. In line with the amendments your Company has adopted anamended Code of Conduct to regulate monitor and report trading by Designated Persons andtheir Immediate Relatives under the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015. This Code of Conduct also includes code of practicesand procedures for fair disclosure of unpublished price sensitive information.
DISCLOSURE AS PER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has constituted a separate committee under the sexual harassment of womenat workplace (Prevention prohibition and redressal) Act 2013. The following are thedetails of the Committee:
Sexual Harassment Committee Composition:
Mr.GanapathyKrishnamoorthy Mr.Bachiame Mrs.Jayalakshmi
The Company has zero tolerance for sexual harassment at work place. During theFinancial Year 2020-21 the Members met on 12th February 2021for review and nocomplaints were received. The Policy is available in the Company website: www.neycer.in
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on date of the BalanceSheet.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules 2014are as follows:
A.Conservation of Energy
At present there is no manufacturing activity in the Company. Hence the Scope forconservation of energy is very limited. Hence reporting this clause is not applicable.
Details of Consumption of electricity:
Your Company is planning to adopt improved technology for better quality improvementenergy saving materials consumption and reduction of wastages.
C.Foreign Exchange earnings and outgo:
Since the Company has not carried on any export during the financial year under reviewthe disclosures requirement relating to exports initiatives taken to increase exportsdevelopment of new markets for products and services and export plans does not arise.
MATERIALS ORDERS PASSED BY THE REGULATORS COURT TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant/ material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your company except Adjudication orderpassed by SEBI by imposing penalties. Your Company had appealed against the order of SEBIand order has been passed in this regard reducing the penalty amount.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Detailed analysis of the Company's progress and future outlook is separatelydiscussed in the Management and Discussion and Analysis Report.
CORPORATE GOVERNANCE REPORT:
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the Listing Agreements forms an integral part of thisReport. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of corporategovernance is attached to the report on Corporate Governance. In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Corporate Governance Report the Management Discussion & Analysis Statementand the Auditor's Certificate regarding compliance of conditions of Corporate Governanceare part of this Annual Report as Annexure III. PERFORMANCE EVALUATION OF BOARDCOMMITTEE AND DIRECTORS:
Pursuant to the provisions of Companies Act 2013 and of the Listing Agreement theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder s Relationship committee. The manner in which theevaluation has been carried out is explained below:
A) EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS' MEETING
During the year under review the Directors (other than Independent Directors) met on10th February 2020 inter alia to: i. Review the performance of the independent directorsof the company taking into account the views of executive directors and non-executivedirectors. ii. Assess the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The management envisions trained and motivated employees as the backbone of the CompanySpecial attention is given to recruit trained and experienced personnel only in theproduction department but also in marketing finance and accounts. The management strivesto retain and improve employee's morale. The Company is in the process of revamping theemployer employee engagement program.
PARTICULARS ON REMUNERATION:
According to Section 197 (12) of the Companies Act 2013 read with Rule 5 (1) and 5 (2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Noneof the employees fall under the category specified under the said Section and Rules madethere-under the disclosures are annexed with.
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance sheet.
Your directors state that no reporting is required in respect of the following mattersas there were no transaction on these matters during the year under review. a) Nosignificant material orders were passed by the Regulators or Courts or tribunals whichimpact the going concern status of the Company. b) There has been no change in the natureof business of the Company c) There were no proceedings pending under the InsolvencyBankruptcy Code 2016
The Directors thank the various Departments of the Central and State Governments theBankers of the Company for the support and cooperation extended throughout the year.
For and on behalf of the Board of Directors