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Nilachal Refractories Ltd.

BSE: 502294 Sector: Engineering
NSE: N.A. ISIN Code: INE416N01013
BSE 00:00 | 25 Nov 43.50 0
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NSE 05:30 | 01 Jan Nilachal Refractories Ltd
OPEN 43.50
PREVIOUS CLOSE 43.50
VOLUME 1
52-Week high 47.00
52-Week low 41.80
P/E
Mkt Cap.(Rs cr) 89
Buy Price 43.50
Buy Qty 1.00
Sell Price 43.50
Sell Qty 2.00
OPEN 43.50
CLOSE 43.50
VOLUME 1
52-Week high 47.00
52-Week low 41.80
P/E
Mkt Cap.(Rs cr) 89
Buy Price 43.50
Buy Qty 1.00
Sell Price 43.50
Sell Qty 2.00

Nilachal Refractories Ltd. (NILACHALREFRACT) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Forty second (42nd) Annual Reporttogether with the Audited accounts of your Company for the year ended 31stMarch2019.

FINANCIAL HIGHLIGHTS

(Rupees incrores)

Particulars Year ended 31st March 2019 Year ended 31st March 2018
Revenue from Operations 1.91 1.83
Profit/ (Loss) before depreciation and taxation (0.94) (0.50)
Less: Depreciation (0.70) (0.71)
Profit/(Loss) before Taxation (1.64) (1.21)
Less: Tax Expense (Deferred Tax) 0.008 0.44
Profit/ (Loss) after tax (1.65) (1.65)
Add: Balance B/F from the previous year (24.31) (22.66)
Less: Adjustment for Prior Period Depreciation 0 0
Balance Profit/ (Loss) C/F to the next year (25.96) (24.31)

FINANCIAL REVIEW

Your Company is making all round efforts for its revival and the prospects of suchefforts should bear fruits in the financial year 2019-20.

The Directors are quite hopeful that the operations of your Company will improvehenceforth compared to past unforeseen difficult period.

During the year there has been no change in the nature of business of the Company.

DIVIDEND:

In view of brought forward losses your directors are unable to recommend any dividendfor the financial year ended 31st March 2019.

TRANSFER TO RESERVES

No amount was transferred to Reserves during the F.Y. 2018-19.

HOLDINGSUBSIDIARY ASSOCIATE COMPANIES

The Company has no holding subsidiary or associate Company therefore disclosures inthis regard have not been provided in this Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the financial statements relateand the date of this report.

ADOPTION OF INDIAN ACCOUNTING STANDARDS

The Company adopted the Indian Accounting Standards ("IndAS") notified underthe Companies (Indian AccountingStandards) Rules 2015 during the year for preparation andpresentation of these Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the year were in the ordinarycourse of business and were on arm's length basis. There were no materially significantrelated party transactions entered by the Company during the year with the PromotersDirectors Key Managerial Personnel or other persons which may have a potential conflictwith the interest of the Company. However approval of the shareholders was taken in the 41stAnnual General Meeting of the Company for a material significant related party transactionupto a maximum of aggregate value of Rs. 15 Crores which was about to be undertaken by theCompany but could not be made due to certain unavoidable circumstances.

The policy on related party transactions as approved by the Audit Committee and theBoard of Directors is hosted on the website of the Company i.e. www.nilachal.in.

Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on arm's length basis. The requirement of furnishing therequisite details in Form AOC-2 is not applicable to the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review the Company has not provided any loan given any guaranteeor made any investment governed under Section 186 of the Companies Act 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS

No significant and material order has been passed by the regulators courtsregulators tribunals impacting the going concern status of the Company's operation infuture.

RISK MANAGEMENT

The Company has laid down a comprehensive Risk Assessment and Minimization procedurewhich is reviewed by the Board from time to time.

The Company has also set up a Risk Management Committee (Composition of the Committeeis hosted on its website i.e.(www.nilachal.in ) for monitoring and reviewing the riskmanagement plan as framed by the Board with an aim to mitigate risks.

DIRECTORS

During the year under review Mr. Pradip Kumar Mohapatra who was appointed as theadditional director (Non-Executive Independent) w.e.f 14/02/2018 was appointed as anIndependent Director for a term of five years at the 41st Annual GeneralMeeting of the Company held on September 25 2018.

In accordance with the provisions of the Companies Act 2013 and Article 115 of theArticle of Association of the Company Mr. Bhagwati Prasad Jalan Director of the Companyis liable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for reappointment.

The independent directors have submitted the declaration of independence pursuant toSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013.

KEY MANAGERIAL PERSONNEL

During the year under review Mr. Sarvanan Asokan Chief Executive Officer & Wholetime Director and Mr. Krishna Sharma Company Secretary are Key Managerial Personnel ofthe Company in accordance with the provisions of Section(s) 2(51) 203 of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

Further kindly note that Mr. Mukti Kishor Sahoo was appointed as the Chief FinancialOfficer of the Company at the Board Meeting held on 20.04.2019 with immediate effect.

MEETINGS OF BAORD OF DIRECTORS

During the financial year under review the board met five times i.e. 30/05/18;14/08/18; 21/08/18; 14/11/18 and 14/02/19. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and SEBI (LODR) Regulations2015.

The details with respect to Committee Meetings and attendance there at have beenprovided in the Corporate Governance Report forming part of the Annual Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in format MGT -9 for the Financial Year 2018-19 has beenenclosed with this report.

INDUSTRIAL RELATIONS

Industrial relations at Dhenkanal Plant of the Company remained harmonious and cordialduring the year under review. The Directors wish to convey their sincere appreciation forthe cooperation and support provided by the employees of the Company.

DIRECTORS' RESPOSIBILITY STATEMENT

In terms of the provisions of section 134(5) of the Companies Act 2013 your"Directors" hereby confirm:

a) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) The directors had 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 as at 31stMarch 2019 and of theprofit/loss 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 and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively;

f) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

PARTICULARS OF EMPLOYEES

The Whole Time Director of the Company is only in the receipt of remuneration from theCompany as approved by Nomination and remuneration committee. Further the same wasapproved by Shareholders in the Annual General Meeting held on 30-06-2015. Your Companycomes under the provisions of the rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 thereby the Wholetime Director of the Company was paidRs. 132670/- and the Company Secretary was paid Rs 215608/-.

FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE ITSDIRECTORS AND THAT OF ITS COMMITTEES

The Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 stipulates the performance evaluation of the Directors includingChairman Board and its committees considering the said provisions the Company has devisedthe process and the criteria for the performance evaluation which has been recommended bythe Nomination Committee and approved by the Board.

The Criteria for performance evaluation are as under:-for CEO and WTD and Non-executiveDirectors:-

Attendance at meeting; Participation and Contribution; Responsibility towardsstakeholders; Contribution in Strategic Planning; Compliance and Governance;Participation Updation of Knowledge; Leadership; Relationships and Communications;resources; Conduct of Meetings.

Performance Evaluation of Board:-

Composition and Diversity of Board; Committees of the Board; Board & CommitteeMeetings; Understanding of the Business of the Company and Regulatory environment;Contribution to effective corporate governance and transparency in Company's Operation;deliberation /decisions on the Company's Strategies; Monitoring and implementation of thestrategies and the executive management performance and quality of decision making andBoard's Communication with all stakeholders.

Performance Evaluation of the Board Level Committees:-

The Performance and effectiveness of the CommitteeFrequency and durationspread oftalent and diversity in the Committee; Understanding of regulatory environmentanddevelopment; interaction with the board.

Fraud Reporting (Required by Companies Amendment Bill 2014)

No case of fraud has been reported to the Audit Committee or Board during the year.

AUDIT AND AUDITOR'S REPORT

In the last AGM held on 25.09.2018 M/s. T. More & Co. Chartered Accountants (FirmRegistration No. 327844E) was appointed as the Statutory Auditor of the Company for theF.Y. 2018-19 and his term of office expires at the ensuing AGM.The Board proposes thereappointment of M/s. T. More & Company as statutory auditors of the company based onthe recommendation of the Audit Committee for a term of five years i.e. from theconclusion of the ensuing Annual General Meeting until the conclusion of the 47thAnnual General Meeting of the Company.The appointing auditors have given their consent forappointment.The Company has received a certificate under Rule 4(1) of the Companies (Audit& Auditors) Rule2014 from the Auditors that their reappointment if made will be inaccordance with the limits as specified in section 141(3) (g) of the Companies Act 2013.

Secretarial Audit Report

The Company has appointed Mr. Biswanath Khandelwal Company Secretary in Practice asthe Secretarial Auditor and his report is annexed herewith.

BOARD'S COMMENTS ON AUDITOR'S REPORT

The Auditor's observations and remarks are self-explanatory and hence does not requireany clarifications.

COST RECORDS AND COST AUDIT

Maintenance of cost records and cost audit as prescribed under the provisions ofSection 148 (1) of the Companies Act 2013 are not applicable to the Company.

COMPOSITION OF AUDIT COMMITTEE

The constitution of the Audit Committee Terms of Reference and the dates on whichmeetings of the Audit Committee were held are mentioned in the Corporate Governance Reportfor FY'18-19 forming a part of this Annual Report.

ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC

Information pursuant to section 134(3)(m) of the Companies Act 2013 read with rule 8of Companies (Accounts) Rules 2014 in respect of conservation of Energy and TechnologyAbsorption and Foreign Exchange Earning and Outgo is given in Annexure - I forming partof this Report.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Your Company is committed to provide a work environment which ensures that every womanemployee is treated with dignity respect and equality. There is zero-tolerance towardssexual harassment and any act of sexual harassment invites serious disciplinary action.During the year under review there were no cases of sexual harassment reported to theCompany.

INTERNAL COMPLAINTS COMMITTEE

During the year under review the Company has not employed any women and hence settingup of internal complaints committee is not required.

VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act 2013 and the rules framed there under andpursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has established a mechanism through which all thestakeholders can report the suspected frauds and genuine grievances to the appropriateauthority. The Whistle Blower Policy which has been approved by the Board of Directors ofthe Company has been hosted on the website of the Company (http://nilachal.in/investorrelation.html). During the year under review the Company has not received anycomplaint(s) under this policy.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governanceand adheres to the stipulations prescribed under SEBI (Listing Obligations and Disclosurerequirements) Regulations 2015. A Report on Corporate Governance & ShareholdersInformation together with an Auditors' Certificate regarding Compliance of the same areannexed as a part of this Annual Report.

MANAGEMENT DISCUSSION &ANALYSIS REPORT:

In accordance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Management Discussion & Analysis Report is presented in a separatesection forms a part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Management continuously reviews the Internal Control Systems and procedures for theefficient conduct of the Company's business. The Company ad heres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses. Internal Control System areimplemented to safeguard the Company's assets from loss or damage to keep a constantcheck on the cost structure to prevent revenue leakages to provide adequate financialand accounting controls and implement accounting standards.

The Board has appointed a Chartered Accountant firm who are conducting the InternalAudit of the Company .The report thereof is placed before the Audit Committee.

INSURANCE

The assets of the Company are adequately insured against the loss of fire and otherrisks which are considered necessary by the management.

DEPOSITS

Your company has not accepted any public deposit during the year under review.

CAPITAL STRUCTURE

During the year under review your Company has neither increased its authorized capitalnor issued any shares.

LISTING

The equity shares of your Company continued to be listed on Bombay Stock ExchangeLimited (BSE) and Calcutta Stock Exchange Limited (CSE).

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is the continuing commitment by the business to behaveethically and contribute to economic development while improving the quality of life ofthe workforce and their families as well as of the local community and society at large.

As a part of its policy for corporate social responsibility the Company undertakes arange of activities to improve living conditions of the people in the neighborhood of allits plants. In structuring its efforts to the various aspects of Corporate SocialResponsibilities the Company takes account in guidelines and statements issued bystakeholders and other regulatory bodies. Corporate Social Responsibility and Sustainabledevelopment will continue to be the leading priorities of the Company which it shallconsistently strive to touch lives and make a difference.

APPRECIATION

Your Directors record their sincere appreciation for the assistance support andguidance provided by Company's Customers Suppliers Government Authorities Bankersinvestors financial institution and shareholders for their consistent support to thecompany. The Directors also commend the continuing commitment and dedication of theemployees at all levels which has been critical for the Company's growth. The Directorslook forward for their continuing support in future.

For and on behalf of the Board

Bhagwati Prasad Jalan

Chairman

Place: Kolkata

Date:14/08/2019

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