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Nilkamal Ltd.

BSE: 523385 Sector: Industrials
BSE 13:29 | 08 Dec 2314.15 8.00






NSE 13:24 | 08 Dec 2310.00 8.15






OPEN 2294.50
52-Week high 3174.00
52-Week low 1350.00
P/E 31.49
Mkt Cap.(Rs cr) 3,453
Buy Price 2310.05
Buy Qty 1.00
Sell Price 2314.10
Sell Qty 1.00
OPEN 2294.50
CLOSE 2306.15
52-Week high 3174.00
52-Week low 1350.00
P/E 31.49
Mkt Cap.(Rs cr) 3,453
Buy Price 2310.05
Buy Qty 1.00
Sell Price 2314.10
Sell Qty 1.00

Nilkamal Ltd. (NILKAMAL) - Director Report

Company director report


Dear Members

Your Directors are pleased to present the 35th Annual Report and the AuditedStatement of Accounts for the financial year ended March 31 2021.


The financial performance of the Company for the financial year ended March 31 2021 issummarised below:-

(Rs in Lakhs)
Particulars 2020-2021 2019-2020
Revenue and Other Income 190250.69 209236.12
Profit before Depreciation Amortisation and Tax 23169.62 24871.38
Less: Depreciation and Amortisation charges 9266.65 9051.14
Profit before Tax 13902.97 15820.24
Less: Taxes 3560.89 3619.09
Profit after Tax 10342.08 12201.15
Add : Other Comprehensive Income 366.28 (162.78)
Total Comprehensive Income 10708.36 12038.37
Opening balance in Retained Earnings 52570.25 45589.42
Amount available for appropriation 63278.61 57627.79
i) Interim Dividend 746.13 2238.38
ii) Final Dividend 1343.03
iii) Total Tax on Dividend 663.87
Transfer to General Reserve - -
Closing balance in Retained Earnings 62471.04 52570.25
Earnings Per Share (Rs) 69.31 81.76
Cash Earnings Per Share (Rs) 131.40 142.42
Book Value per Share (Rs) 705.78 639.03


The outbreak of the COVID-19 virus and the ensuing lockdown imposed across the countryaffected business operations severely during the 1st half of the Financial year howeverthe economy alongwith the business operations of the Company saw a bounce back during thesecond half of the FY 2020-2021. The Company after giving priority to the health andsafety of its employees and workers was successful in overcoming all unprecedentedchallenges. The Company is thankful and acknowledges the contribution of its employees andworkers to make it possible to run the business nearing to normalcy.

The Standalone Net Revenue from Operations for the Financial Year ended March 31 2021was Rs 1888.03 crores which decreased by 9.29 % as compared to Rs 2081.47 crores for theprevious Financial Year. The Profit After Tax for the year stood at Rs 103.42 croresagainst Rs122.01 crores in the previous Financial Year. The segment wise performance ofthe Company is detailed under the section Management Discussion and Analysis Report whichforms part of this Annual Report.


There is no amount proposed to be transferred to Reserves out of profits of thefinancial year 2020 -21.


Your Directors declared interim dividend of Rs 5/- (i.e. 50%) per share of Rs 10/- eachfully paid up during the financial year under review. Your Directors are pleased torecommend a Final Dividend of Rs 10/- (i.e. 100 %) per share of Rs 10/- each for theFinancial Year 2020-21. With the above the total dividend recommended would be

Rs 15/- (i.e. 150%) per share of Rs 10/-. The dividend if approved at the 35th AnnualGeneral Meeting (AGM) will be paid to those members whose names appear on the register ofmembers of the company as of the end of the day on July 28 2021.

The aforesaid dividend pay-out for year under review is in accordance with theCompany's policy on Dividend Distribution which is linked to long term growth objectivesof your Company to be met by internal cash accruals. The Dividend Distribution Policy ofthe Company can be viewed on the Company's website at the following weblink: The totaloutflow on account of the interim dividend and the proposed final Dividend shall amountsto Rs 2238.38 lacs.


The Company's paid-up Equity Share Capital continues to stand at Rs 14.92 crore as onMarch 31 2021.

During the year the Company has not issued any shares or convertible securities. TheCompany does not have any Scheme for issue of shares including sweat equity to theemployees or Directors of the Company.


During the year under review the Articles of Association of the Company were amendedin its entirety as per the form specified in table F in Schedule I to the Companies Act2013.


During the year four Board meetings were convened and held in accordance with theprovisions of the Companies Act 2013 and as per Secretarial Standards -1 the details ofwhich are given in the Corporate Governance Report.


The Board of Directors of the Company has approved a Scheme of Amalgamation underSections 230 to 232 and other applicable provisions of the Act between the Company itsshareholders and creditors and Nilkamal Storage Systems Private Limited (NSSPL) itswholly owned subsidiary (the "Scheme"). The Company has filed a Scheme ofAmalgamation between NSSPL and the Company (the "Scheme") with the Hon'bleNational Company Law Tribunal Ahmedabad Bench for its approval.


Your Company has received the following awards/ certifications during the year underreview:

- The Company was awarded the "Greenguard Compliance" by UK Certification& Inspection Ltd. for low emitting products and materials under the standards of theinstitute for its furniture & Mattresses business.

- Company has obtained ISO-50001:2018 a transition from ISO-50001:2011 from TUV- SUDMumbai certification for all its units for Design & Manufacturing of Injection MouldedCrates Furniture Custom Moulding and Customised Plastics Fabrication and welding ofCrates.

- The Company has also received a certificate for "Ergonomic Design andPerformance" issued by All India Occupational Therapist Association which certifiesthat the Office Furniture range of the Company is as per the Ergonomic standards and meetsthe performance evaluation criteria.

- The Company was awarded as the "Outstanding Winner" in the PlatinumCategory by Confederation of Indian Industry (CII) of quality for Customer Service.


The Company is committed to Corporate Social Responsibility and strongly believes thatthe business objectives of the Company must be in congruence with the legitimatedevelopment needs of the society in which it operates. Pursuant to the provisions of theSection 135 of the Companies Act 2013 (the Act) your Company has constituted a CSRCommittee to monitor the CSR activities of the Company. The Company's CSR policy is placedon the Company's website at Your Company hasundertaken various CSR initiatives through its Implementing Agency viz. NilkamalFoundation - a Section 8 Company or directly by contributing to NGO's for variousprojects. The said activities were carried out in the areas of promotion of education& healthcare rural development and women's upliftment alongwith undertaking otheractivities in terms of Schedule VII of the Companies Act 2013.

A report on CSR activities as required under Rule 8 of the Companies (Corporate SocialResponsibility) Rules 2014 is annexed as "Annexure A".


Material changes and commitments affecting the financial position of the Companybetween the end of the financial year and date of this report are given below.


Due to outbreak of second wave of COVID-19 pandemic and consequent lockdown imposed bythe various states to curb its wide spread an economic disruption has been witnessed inIndia. There was an impact on the Company's business during the month of May 2021. Themanagement is closely analyzing and monitoring the situation and getting adequatelyprepared to emerge stronger in the longer term.


As required pursuant to the Regulation 34 (2) (f) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 your Companyhas prepared a Business Responsibility Report (BRR) for the financial year 2020-21 whichforms part of this Annual Report. The said report is hosted on the Company's websitewhich can be accessed at


A separate section on corporate governance practices followed by the Company togetherwith a certificate from the auditors confirming its compliance forms a part of thisAnnual Report as per Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. Further as per Regulation 34 (2) (e) readwith Schedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 a Management Discussion and Analysis reportalso forms a part of this report.


The Credit Ratings of the Company for all the debt instruments as on March 31 2021 isas below: -

Bank Facilities Rating
Long Term Bank Facilities CARE AA; Stable
(Double A)
Short Term Bank Facilities CARE A1+
(A One Plus)
Commercial Paper (CP) CARE A1+
$(Craved out) (A One Plus)

$ craved out of the sanctioned working capital limits of the Company.


During the year under review your Company has four direct subsidiaries: NilkamalFoundation in India Nilkamal Storage Systems Private Limited in India Nilkamal EswaranPlastics Private Limited at Sri Lanka and Nilkamal Crates and Bins – FZE at UAE andone step-down subsidiary: Nilkamal Eswaran Marketing Private Limited at Sri Lanka; and oneJoint Venture Companies which is Cambro Nilkamal Private Limited which is the Indo-USJoint Venture. There has been no material change in the nature of business of the saidcompanies.

During the year under review the Company's subsidiaries as well as Joint VentureCompany has exhibited a subdued performance due to the ongoing Covid 19 Pandemicworldwide. Further Nilkamal Foundation – a Section 8 Company - is the Company'sImplementing Agency for undertaking the CSR activities of the Company which hascontributed towards various institutions/ projects for the said purpose.

In terms of proviso to sub section (3) of Section 129 of the Act the salient featuresof the financial statement of the subsidiaries is set out in the prescribed form AOC-1which forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company as per fourth proviso of the said section audited annual accounts of each of thesubsidiary companies have also been placed on the website of the


The particulars of loans guarantees and investments as per Section 186 of the Act bythe Company have been disclosed in the financial statements. During the year underreview your Company did not give any other loans or guarantees provide any security ormake any investments as covered under Section 186 of the Companies Act 2013 other thanas disclosed above.


The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy relating to remuneration of the Directors Key Managerial PersonnelSenior Management Personnel and other employees alongwith the criteria for appointmentand removal of the Directors Key Managerial Personnel and Senior Management Personnel ofthe Company. The Nomination and Remuneration Committee is fully empowered to determine/approve and revise subject to necessary approvals the remuneration of managerialpersonnel after taking into account the financial position of the Company trends in theindustry qualifications experience past performance and past remuneration etc. TheNon-Executive Directors are paid sitting fees for every meeting of the Board and itsCommittees attended by them. The Board has also formulated and adopted the policy on the"Succession policy of Directors" The Nomination and Remuneration Policy of theCompany is available on the website of the Company at


Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. B S R & Co. LLP having ICAIRegistration No. 101248W/ W-100022 were appointed as the Statutory Auditors for a secondterm of five years to hold office from the conclusion of 32nd Annual General Meeting up tothe conclusion of the 37th Annual General Meeting of the Company.

The Statutory Auditor has confirmed their eligibility and submitted the certificate inwriting that they are not disqualified to hold the office of the statutory auditor.Further in terms of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Auditors have confirmed that they hold avalid certificate issued by the Peer Review Board of the ICAI.

The Auditors' Report to the Members on the Accounts of the Company for the year endedMarch 31 2021 is a part of the Annual Report. The said Audit Report does not contain anyqualification reservation or adverse remark. During the year 2021 the Auditors had notreported any matter under Section 143(12) of the Act therefore no detail is required tobe disclosed under Section 134(3)(ca) of the Act.


Pursuant to the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 M/s. V. B. Modi and Associates CostAccountants were upon the recommendation of the Audit Committee appointed as the CostAuditors of the Company to carry out audit of the cost records of the Company for thefinancial year 2021-2022.

The resolution seeking ratification of the remuneration to the said cost auditors forthe financial year 2021-2022 is set out in the Notice calling the 35th Annual GeneralMeeting of the Company.

The Cost Auditors have certified that their appointment is within the limits of Section141(3)(g) of the Companies Act 2013 and that they are not disqualified from appointmentwithin the meaning of the said Act.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Pratik M. ShahPractising Company Secretary was appointed as the Secretarial Auditor of the Company toundertake the Secretarial Audit in the prescribed form MR- 3 for the financial year2020-2021. The Secretarial Auditor's report to the members is annexed to this report as"Annexure B".

A Secretarial Compliance Report for the financial year ended March 31 2021 oncompliance of all applicable SEBI regulations and circulars/guidelines issued thereunderwas obtained from Mr. Pratik M. Shah Practising Company Secretary and submitted to boththe stock exchanges.

During the year 2020 your Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.


The Extracts of the annual return in Form MGT 9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is placed on the website of the Company at weblink –


The Board of your Company is duly constituted in accordance with the requirements ofthe Companies Act 2013 read with the Securities and Exchange Board of India (ListingObligations & Disclosure Requirements) Regulations 2015.

At the 34th Annual General Meeting of the company held on August 14 2020:

1. Mr. K.V. Venkataramanan (DIN: 00001647) was re-appointed as an IndependentNon-Executive Director for a second term of five years i.e. from August 14 2020 to August13 2025.

2. Mr. Mihir H. Parekh (DIN: 07308466) Additional Director who holds office till thedate of the ensuing Annual General Meeting being eligible was appointment as Director ofthe Company. He was further appointed as a Whole-time Director to be designated asExecutive Director for a period of five years with effect from February 1 2020 to January31 2025 of the Company.

3. Mr. Vamanrai V. Parekh (DIN: 00037519) Chairman resigned from the position ofDirectorship & Chairmanship of the Company effective from the close of August 142020. Further after taking into consideration the phenomenal contribution made by Mr.Vamanrai V. Parekh towards the growth of the Company he was appointed as the ChairmanEmeritus of the Company effective from August 15 2020.

4. Mr. Sharad V. Parekh (DIN: 00035747) was re-appointed as the Managing Director fora period of five years effective from 1st April 2020 at the Board Meeting held onJanuary 29 2020. Subsequently at the Board meeting held on June 28 2020 as a part ofBoard restructuring he stepped down from the position of Managing Director of the Companyeffective from the close of August 14 2020 and was appointed as a Non - ExecutiveChairman of the Company w.e.f. August 15 2020.

5. Mr. Hiten V. Parekh DIN: 00037550) was re-appointed as the Joint Managing Directorfor a period of five years effective from 1st April 2020 at the Board Meeting held onJanuary 29 2020. Subsequently at the Board Meeting held on June 28 2020 as a part ofBoard restructuring he was elevated to the position of Managing Director of the Companyw.e.f. August 15 2020 till the balance period of his term.

6. Mr. Manish V. Parekh (DIN: 00037724) and Mr. Nayan S. Parekh (DIN: 00037597) werere-appointed as Executive Directors for a period of five years effective from April 12020.

Further the Company has received declarations from all the Independent Directorsstating that they meet the criteria of independence as given under Section 149 of theCompanies Act 2013 and the relevant provisions of the Securities and Exchange Board ofIndia (Listing Obligations & Disclosure Regulations) Requirements 2015. In theopinion of the Board they fulfil the condition for appointment/re-appointment asIndependent Directors on the Board.

The Independent Directors of the Company have registered themselves with the IndianInstitute of Corporate Affairs Manesar (‘IICA') as required under Rule 6 ofCompanies (Appointment and Qualification of Directors) Rules 2014.

Further in accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Nayan S. Parekh (DIN: 00037597) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-election.

The required information of the Directors being appointed/re-appointed pursuant to theprovisions of the Listing Regulations forms part of the Annual Report.

There was no change in the composition of the Board of Directors and the Key ManagerialPersonnel except as stated above.


To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors confirm the following statements in terms ofSection 134(3) (c) of the Companies Act 2013: (a) that in the preparation of the annualaccounts the applicable accounting standards have been followed and that no materialdepartures have been made from the same; (b) that they have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for that period;(c) that they have 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) that the annual financial statements have been prepared on a goingconcern basis; (e) that they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; (f) that they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.


As required under the regulation 34 2(c) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Regulations) Requirements 2015 a cash flow statementis part of the Annual Report 2020-2021. Further the Consolidated Financial Statements ofthe Company for the financial year 2020-2021 are prepared in compliance with theapplicable provisions of the Act Accounting Standards and as prescribed by ListingRegulations. The said Financial Statements have been prepared on the basis of the auditedfinancial statements of the Company its subsidiaries and joint venture companies asapproved by their respective Boards of Directors.


The Board of Directors have adopted an Enterprise Risk Management Policy framed by theCompany which identifies the risk and lays down the risk minimization procedures. Theseprocedures are periodically reviewed to ensure that executive management controls riskthrough means of a properly defined framework.


The Company has in place a Whistle Blower Policy with a view to provide a mechanism forits Directors/ employees to approach the Chairman of the Audit Committee in case of anygrievances or concerns related to fraud and mismanagement if any. The details of the saidPolicy are explained in the Corporate Governance Report and also posted on the website ofthe Company .


An Internal Complaints Committee has been constituted by the Company in line with theprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder to redress complaints received on sexualharassment. During the financial year under review the Company has not received anycomplaints of sexual harassment.

Further the Company is committed to protect women against sexual harassment at workplace. We ensure that our new employees are sensitized and educated in matters ofPrevention of Sexual Harassment during their Induction. The Company conducted masstraining and awareness programme for "Prevention of Sexual Harassment" andcovered around 400 employees to create awareness on Prevention of Sexual Harassment atworkplace. The Company believes that the sense of security at the workplace will improvewomen's participation in work resulting in their economic empowerment and inclusivegrowth.


Your Company has formulated a Policy on materiality of dealing with related partytransactions and the same has been hosted on its website at All the related partytransactions are placed before the Audit Committee for their review and approval. Furtherprior omnibus approval of the Audit Committee is obtained for related party transactionsof repetitive nature and entered into in the ordinary course of business at an arms'length basis.

Further the Company has not entered into any material related party transaction duringthe year under review. Accordingly the disclosure of related party transactions asrequired under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to yourCompany.


Pursuant to the provisions of Section 134 (2) (p) of the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors has undertaken an annual evaluation of its ownperformance performance of its various Committees and individual Directors. The detailsof the said evaluations have been mentioned in the Report on Corporate Governance.


Pursuant to the provisions of the Companies Act 2013 read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016("The Rules") the Company had sent individual notices and also advertised inthe newspapers seeking action from the shareholders who have not claimed their dividendsfor past seven consecutive years i.e for final dividend of the financial year ended2012-2013 and thereafter had transferred such unpaid or unclaimed dividends andcorresponding 3963 equity shares held by 28 shareholders to the IEPF Authority onSeptember 12 2020.

Shareholders /claimants whose shares unclaimed dividend have been transferred to theaforestated IEPF Suspense Account or the Fund as the case may be may claim the shares orapply for refund by making an application to the IEPF Authority in Form IEPF-5 (availableon along with requisite fee as decided by the IEPF Authority fromtime to time.

Further the Company shall be transferring the unclaimed Dividend for the financialyear 2013-2014 to the IEPF Account on or before November 2 2021. The Company shall alsobe transferring the shares on which the dividend has remained unclaimed for a period ofseven consecutive years to the IEPF Account simultaneously on the same date. The Companyhas sent individual letters to the shareholders for claiming the said dividend and hasalso advertised the same in the newspapers in accordance to the Rules. Members aretherefore requested to ensure that they claim the dividends referred above before theyare transferred to the said Fund.

Details of shares /shareholders in respect of which dividend has not been claimed areprovided on our website at The shareholders aretherefore encouraged to verify their records and claim their dividends of all the earlierseven years if not claimed.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureC".

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said Rules forms apart of the Annual Report.

Further the disclosures pertaining to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 also forms a part ofthe Annual Report.

However having regard to the provisions of Section 136(1) read with its relevantprovision of the Companies Act 2013 the Annual Report excluding the aforesaidinformation is being sent to the members of the Company. The said information is availablefor inspection at the Registered Office of the Company during working hours and any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished without any fee.

Your Company has not accepted Deposits from public falling within the ambit of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during the year under review.


There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company's operations in future.


Your Directors wish to place on record their sincere appreciation for the encouragementand co-operation received by the Company from the Bankers State Government AuthoritiesLocal Authorities and its Employees during the year.

For and on behalf of the Board
Place: Mumbai Sharad V. Parekh
Date: June 03 2021 Chairman