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Nilkamal Ltd.

BSE: 523385 Sector: Industrials
NSE: NILKAMAL ISIN Code: INE310A01015
BSE 00:00 | 04 Dec 1441.65 12.00
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NSE 00:00 | 04 Dec 1440.05 9.05
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OPEN 1440.10
PREVIOUS CLOSE 1429.65
VOLUME 1942
52-Week high 1544.15
52-Week low 911.00
P/E 29.52
Mkt Cap.(Rs cr) 2,151
Buy Price 1432.20
Buy Qty 1.00
Sell Price 1450.00
Sell Qty 5.00
OPEN 1440.10
CLOSE 1429.65
VOLUME 1942
52-Week high 1544.15
52-Week low 911.00
P/E 29.52
Mkt Cap.(Rs cr) 2,151
Buy Price 1432.20
Buy Qty 1.00
Sell Price 1450.00
Sell Qty 5.00

Nilkamal Ltd. (NILKAMAL) - Director Report

Company director report

REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS FOR THE YEAR ENDEDMARCH 31 2020.

Dear Members

Your Directors are pleased to present the 34thAnnual Reportand the Audited Statement of Accounts for the financial year ended March 312020.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year endedMarch 312020 is summarised below:-

Particulars 2019 - 2020 2018 - 2019
Revenue and Other Income 209236.12 232127.53
Profit before Depreciation Amortisation and Tax 24871.38 20832.49
Less: Depreciation and Amortisation charges 9051.14 4964.07
Profit before Tax 15820.24 15868.42
Less: Taxes 3619.09 4745.50
Profit after Tax 12201.15 11122.92
Add : Other Comprehensive Income (162.78) (122.94)
Total Comprehensive Income 12038.37 10999.98
Opening balance in Retained Earnings 45589.42 36783.59
Amount available for appropriation 57627.79 47783.57
Interim Dividend 2238.38 596.90
ii) Final Dividend 1343.03 1343.03
iii) Total Tax on Dividend 663.87 339.13
Transfer to General Reserve - -
Closing balance in Retained Earnings 52570.25 45589.42
Earnings Per Share (Rs.) 81.76 74.54
Cash Earnings Per Share (Rs.) 142.42 107.80
Book Value per Share (Rs.) 639.03 592.65

YEAR IN RETROSPECT

2019 was a challenging year with unfavourable macros slowdown ininfrastructure activities and then Covid - 19. The general consumer sentiments has alsobeen weak though we have managed to remain stable.

Revenue from operations of your Company has decreased by 10 % over theprevious year to Rs. 208147.38 lacs. Whereas the profit after tax increased by 10% overthe previous year to Rs. 12201.15 lacs which is due to opting of lower rate of tax. Theplastic business has a volume and value de-growth of 11% and 11% respectively.

'@home' - the Company's retail business of lifestyle furniturefurnishing and accessories recorded a turnover of Rs. 21511.31 lacs for the currentfinancial year and also achieved EBITDA of Rs. 1554.87 lacs. Your Company's performancehas been discussed in detail in the "Management Discussion and Analysis Report".

RESERVES

There is no amount proposed to be transferred to Reserves out ofprofits of the financial year 2019 -2020.

DIVIDEND

During the year under review your Company had declared interimdividend twice the First interim dividend of Rs. 5 per equity share (50%) on November 132019 and the Second interim dividend of Rs. 10 per equity share (100%) on March 14 2020thus aggregating to Rs. 15 per equity share (150%) for the financial year 2019 - 2020.Considering the aforesaid interim dividends the Company has not recommended any finaldividend for the financial year 2019 - 2020 on the equity shares of the Company.

The aforesaid dividend pay-out for year under review is in accordancewith the Company's policy on Dividend Distribution which is linked to long term growthobjectives of your Company to be met by internal cash accruals. The Dividend DistributionPolicy of the Company can be viewed on the Company's website at the following weblink : https://nilkamal.com/wp-content/uploads/2019/11/Dividend-Distribution-Policy.pdf

The total outflow during the year on account of the two interimdividends & final dividend of financial year 2018 - 2019 which was paid during thefinancial year 2019 - 2020 (including distribution tax surcharge and education cess)amounts to Rs. 4245.28 lacs.

SHARE CAPITAL

The Company's paid-up Equity Share Capital continues to stand at Rs.1492.25 lacs as on March 312020.

During the year the Company has not issued any shares or convertiblesecurities. The Company does not have any Scheme for issue of shares including sweatequity to the employees or Directors of the Company.

MEETINGS

During the year five Board meetings were convened and held inaccordance with the provisions of the Companies Act 2013 and as per Secretarial Standards-1 the details of which are given in the Corporate Governance Report.

AWARDS AND CERTIFICATIONS

Your Company has received the following awards/ certifications duringthe year under review:

- The Company was awarded the "Asia's most trusted brand Awards2019" by IBC Info Media Pvt. Ltd a division of International Brand ConsultingCorporation USA for its furniture business.

- The Company Puducherry unit was awarded with the "GreenCoSilver2019" by Confederation of Indian Industry (CII ) - Shorabji Godrej GreenBusiness Centre in recognition of Company's efforts towards adoption of "GreenPractices" and being environment friendly which leads to proper management andcontrol of our product process and Systems w.r.t to Conservation of Natural Resources.

- The Company has also received "India Manufacturing ExcellenceAward 2019" issued by Frost and Sullivans for its Hosur Unit which certifies theenhanced Manufacturing and supply chain Excellence.

- Company has obtained ISO-50001:2011 TUV - SUD Mumbai certificationfor all its units for Design & Manufacturing of Injection and Roto Moulded CratesFurniture Pallets Custom Moulding and Customised Plastics Fabrication and welding ofCrates.

- The Company's unit at Hosur has obtained ISO 45001: 2018 from TUV SUDSouth Asia Private Limited for its implementation of health and safety management system.

- The Company's Metal Plant at Hosur was also honoured 2ndposition in the POKE-YOKE (Mistake Proofing) competition organised by Confederation ofIndian Industry (CII) Institute of Quality at Pune.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to Corporate Social Responsibility andstrongly believes that the business objectives of the Company must be in congruence withthe legitimate development needs of the society in which it operates.

Pursuant to the provisions of the Section 135 of the Companies Act2013 (the Act) your Company has constituted a CSR Committee to monitor the CSR activitiesof the Company. The Company's CSR policy is placed on the Company's website at https://nilkamal.com/wp-content/uploads/2019/01/CSR-Policy.pdf

The Company has contributed an amount of Rs. 338 lacs towards variousCSR activities mainly focused in the areas of promotion of education & healthcareanimal welfare rural development and providing affordable homes and sanitationfacilities alongwith undertaking other activities in terms of Schedule VII of theCompanies Act 2013. The said activities were carried out by its Implementing Agency viz.Nilkamal Foundation - a Section 8 Company directly or through contribution to NGO's forvarious projects.

The Annual Report on CSR activities is annexed herewith as"Annexure A".

MATERIAL CHANGES AND COMMITMENTS

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

GLOBAL PANDEMIC - COVID-19

Due to outbreak of COVID-19 pandemic globally and consequent lockdownimposed by the Government of India from March 23 2020 to curb its wide spread a massiveeconomic disruption and social distress has been witnessed in India. The Company'sproactive implementation of Business Continuity Plan and Emergency Preparedness Plan atthe enterprise level ensured not only the safety of its work force but also smoothuninterrupted and secure business and service continuity. There was an impact on theCompany's business during the month of March 2020. Further considering the wide spreadand varying degree of intensity of pandemic across the country where the Company operatesthe economic impact during FY 2021 seems evident across the industry. The management isclosely analyzing and monitoring the situation and getting adequately prepared to emergestronger in the longer term.

BUSINESS RESPONSIBILITY REPORT

As required pursuant to the Regulation 34(2)(f) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has prepared aBusiness Responsibility Report (BRR) for the financial year 2019-2020 which forms part ofthis Annual Report. The said report is hosted on the Company's website which can beaccessed at https://nilkamal.com/wp-content/uploads/2019/07/BUSINESS-RESPONSIBILITY-REPORT-2019-20.pdf

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate section on corporate governance practices followed by theCompany together with a certificate from the auditors confirming its compliance forms apart of this Annual Report as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Further as per Regulation 34(2)(e) read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a ManagementDiscussion and Analysis report also forms a part of this report.

CREDIT RATING

The Credit Ratings of the Company for all the debt instruments as on March 31 2020 isas below: -

Bank Facilities Rating
Long Term Bank Facilities CARE AA; Stable (Double A)
Short Term Bank Facilities CARE A1 + (A One Plus)

SUBSIDIARIES AND JOINT VENTURES

During the year under review the Company has acquired the balance 50%stake in its erstwhile Joint Venture Nilkamal Bito Storage Systems Private Limited whichhas now become a Wholly owned subsidiary of the Company. This was by way of purchase ofequity shares from Bito Lagertechnik Bittmann GmbH Germany the Joint venture Partner ofthe Company.

Further the Company's subsidiary at Sri Lanka viz. Nilkamal EswaranPlastics Private Limited Sri Lanka (NEPPL) had placed a buy back offer to its existingshareholders. The Company did not opt to give its shares and hence subsequent to the saidbuy back of shares by NEPPL from its other existing shareholders it resulted in increasein the percentage of shareholding of the Company in its Subsidiary from 76.00% to 96.28 %.

As on March 2020 your Company has now four direct subsidiaries:Nilkamal Foundation - a Section 8 Company and Nilkamal Storage Systems Private Limited(Formerly known as Nilkamal Bito Storage Systems Private Limited) in India NilkamalEswaran Plastics Private Limited at Sri Lanka and Nilkamal Crates and Bins - FZE at UAEand one step-down subsidiary: Nilkamal Eswaran Marketing Private Limited at Sri Lanka; andOne Joint Venture Company viz; Cambro Nilkamal Private Limited which is the Indo - USJoint Venture.

There has been no material change in the nature of business of the saidcompanies.

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

In accordance with third proviso of Section 136(1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Company www.nilkamal.com.Further 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 Company www.nilkamal.com.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Your Company has not given any Loans or Guarantees covered under theprovisions of Section 186 of the Companies Act 2013.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy relating to remuneration of the Directors KeyManagerial Personnel Senior Management Personnel and other employees alongwith thecriteria for appointment and removal of the Directors Key Managerial Personnel and SeniorManagement Personnel of the Company. The Nomination and Remuneration Committee is fullyempowered to determine /approve and revise subject to necessary approvals theremuneration of managerial personnel after taking into account the financial position ofthe Company trends in the industry qualifications experience past performance and pastremuneration etc. The Non - Executive Directors are paid sitting fees for every meetingof the Board and its Committees attended by them. The Board has also formulated andadopted the policy on the " Succession Planning Policy for the

Board & Senior Management". The Nomination and RemunerationPolicy of the Company is available on the website of the Company at https://nilkamal.com/wp-content/uploads/2019/01 /Nomination-and-Remuneration- Policy 11052018.pdf

STATUTORY AUDITORS AND AUDITORS' REPORT

Pursuant to provisions of Section 139 of the Companies Act 2013 readwith the Companies (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 32ndAnnual GeneralMeeting up to the conclusion of the 37thAnnual General Meeting of the Company.

The requirement of seeking ratification of the members for continuanceof Statutory Auditors appointment has been withdrawn consequent upon the changes made bythe Companies (Amendment) Act 2017 w.e.f. May 7 2018. Hence the resolution seekingratification of the members for their appointment is not being placed at the ensuingAnnual General Meeting.

The Statutory Auditor has confirmed their eligibility and submitted thecertificate in writing that they are not disqualified to hold the office of the statutoryauditor. Further in terms of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Auditors have confirmedthat they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors' Report to the Members on the Accounts of the Company forthe year ended March 31 2020 is a part of the Annual Report. The said Audit Report doesnot contain any qualification reservation or adverse remark. During the year 2020 theAuditors had not reported any matter under Section 143(12) of the Act therefore no detailis required to be disclosed under Section 134(3)(ca) of the Act.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act 2013read with Companies (Cost Records and Audit) Rules 2014 M/s. B. F. Modi and AssociatesCost Accountants were appointed as the Cost Auditors of the Company to carry out audit ofthe cost records of the Company for the financial year 2019 - 2020. They being eligibleand willing to be re-appointed as Cost Auditors were appointed as the Cost Auditors ofthe Company for the financial year 2020 - 2021 by the Board of Directors upon therecommendation of the Audit Committee.

The resolution seeking ratification of the remuneration to the saidcost auditors for the financial year 2020 - 2021 is set out in the Notice calling the 34*Annual General Meeting of the Company.

The Cost Auditors have certified that their appointment is within thelimits of Section 141(3)(g) of the Companies Act 2013 and that they are not disqualifiedfrom appointment within the meaning of the said Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr.Pratik M. Shah Practising Company Secretary was appointed as the Secretarial Auditor ofthe Company to undertake the Secretarial Audit in the prescribed form MR- 3 for thefinancial year 2019 - 2020. The Secretarial Auditor's report to the members is annexed tothis report as "Annexure B".

Explanations for the observations made by Secretarial Auditor Mr.Pratik M. Shah Practising Company Secretary in Secretarial Audit Report:

During the year under review there was a delay in submission of votingresults to the Stock Exchanges by one day for the Postal Ballot convened on March 242019. The Company has paid the fine towards the same. The intimation was unintentionallydelayed for which the Board has taken into knowledge and consideration

A Secretarial Compliance Report for the financial year ended March 312020 on compliance of all applicable SEBI regulations and circulars/guidelines issuedthereunder was obtained from Mr. Pratik M. Shah Practising Company Secretary andsubmitted to both the stock exchanges.

During the year 2019 your Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN

The Extracts of the annual return in Form MGT 9 as required underSection 92(3) of the Companies Act 2013 and Rule 12 of the Companies (Management andAdministration) Rules 2014 has been annexed herewith as "Annexure C" and alsoplaced on the website of the Company at weblink - https://nilkamal.com/wp-content/uploads/2020/07/MGT-9-31-03-2020.pdf

DIRECTORS' AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with therequirements of the Companies Act 2013 read with the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.

Pursuant to the provisions of Companies Act 2013 and the applicableprovisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 and based on the recommendation of the Nomination and Remuneration Committee Mr. K.Venkataramanan (DIN: 00001647) is re - appointed as an Independent Non - ExecutiveDirector for a second term of Five years from the date of Annual General meeting i.e. fromAugust 14 2020 till August 13 2025 and the said resolution is placed for the approval ofthe Members through a special resolution in the Notice of the 34th AnnualGeneral Meeting.

Further pursuant to the provisions of Companies Act 2013 and theapplicable provisions of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and based on the recommendation of the Nomination and RemunerationCommittee Mr. Mihir H. Parekh was appointed as an Additional Director w.e.f. February 12020 and pursuant to the provisions of Section 161 of the Act Mr. Mihir H. Parekh holdsoffice till the date of the ensuing Annual General Meeting and is eligible for appointmentas Director of the Company. He was also appointed as a Whole - time Director to bedesignated as an Executive Director for a period of Five years with effect from February1 2020 to January 312025 of the Company subject to approval of the members at the AnnualGeneral Meeting.

Further based on the recommendation of the Nomination and RemunerationCommittee the Board at its meeting held on January 29 2020 re - appointed Mr. Sharad V.Parekh (DIN: 00035747) as the Managing Director Mr. Hiten V. Parekh (DIN: 00037550) asthe Joint Managing Director Mr. Manish V. Parekh (DIN: 00037724) and Mr. Nayan S. Parekh(DIN: 00037597) as Executive Directors for a period of Five years effective from April 12020 subject to approvals of the members at the Annual General Meeting.

Subsequently on June 28 2020 as a part of Board restructuring theBoard of Directors of the Company accepted the resignation of Mr. Vamanrai V. Parekh fromthe position of Directorship & Chairmanship of the Company effective from the close ofthe business hours on August 14 2020. The Board placed on record its sincere appreciationfor the phenomenal contribution made by him during his association over Thirty years withthe Company as a Director and Chairman. Further after considering the contribution madeby Mr. Vamanrai V. Parekh towards the growth of the Company the Board appointed him asthe Chairman Emeritus of the Company effective from August 15 2020.

As a part of the said restructuring Mr. Sharad V. Parekh decided tostep down from the position of Managing Director of the Company from the close of businesshours on August 14 2020 and accept the position of Non - Executive Chairman of theCompany w.e.f. August 15 2020. Further Mr. Hiten V. Parekh shall be elevated to theposition of Managing Director of the Company w.e.f. August 15 2020 subject to approvalof the members at this Annual General Meeting.

Further the Company has received declarations from all the IndependentDirectors stating that they meet the criteria of independence as given under Section 149of the Companies Act 2013 and the relevant provisions of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015. In the opinion of the Board theyfulfill the condition for appointment/re - appointment as Independent Directors on theBoard.

The Independent Directors of the Company have registered themselveswith the Indian Institute of Corporate Affairs Manesar ('IICA') as required under Rule 6of Companies (Appointment and Qualification of Directors) Rules 2014. Further asrequired to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014the Board is satisfied with the integrity expertise and experience (including theproficiency) of Mr. K. Venkataramanan Independent Director who is being re-appointed atthis Annual General Meeting.

Further in accordance with the provisions of Companies Act 2013 andthe Articles of Association of the Company

Mr. Manish V. Parekh (DIN: 00037724) Director of the Company retiresby rotation at the ensuing Annual General Meeting and being eligible has offered himselffor re - election.

The required information of the Directors being appointed/re -appointed pursuant to the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report.

There was no change in the composition of the Board of Directors andthe Key Managerial Personnel except as stated above.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors confirm the followingstatements in terms of Section 134(3) (c) of the Companies Act 2013:

(a) that in the preparation of the annual accounts the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

(b) that they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

(c) that they have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) that the annual financial statements have been prepared on a goingconcern basis;

(e) that they have laid down internal financial controls to be followedby the 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.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the regulation 34 (2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a cash flow statement is partof the Annual Report 2019 - 2020. Further the Consolidated Financial Statements of theCompany for the financial year 2019 - 2020 are prepared in compliance with the applicableprovisions of the Act Accounting Standards and as prescribed by SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The said Financial Statements have beenprepared on the basis of the audited financial statements of the Company its subsidiariesand joint venture companies as approved by their respective Boards of Directors.

ADEQUACY OF RISK MANAGEMENT SYSTEMS

The Board of Directors have adopted an Enterprise Risk ManagementPolicy framed by the Company which identifies the risk and lays down the riskminimization procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy with a view to providea mechanism for its Directors/ employees to approach the Chairman of the Audit Committeein case of any grievances or concerns related to fraud and mismanagement if any. Thedetails of the said Policy is explained in the Corporate Governance Report and also postedon the website of the Company at https://nilkamal.com/wp-content/uploads/2019/01/Whistle-Blower-Policy.pdf

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

An Internal Complaints Committee has been constituted by the Company inline with the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder to redress complaintsreceived on sexual harassment. During the financial year under review the Company has notreceived any complaints of sexual harassment.

Further the Company is committed to protect women against sexualharassment at work place. More than 40 workshops covering approximately 600 employees wereconducted at different locations to create awareness on Prevention of Sexual Harassmentat workplace. The workshops will contribute towards realisation of women's right to genderequality life and liberty and equality in working conditions everywhere. The Companybelieves that the sense of security at the workplace will improve women's participation inwork resulting in their economic empowerment and inclusive growth.

This year on the occasion of Women's Day the Company had organisedSelf Defence Camp for women employees at the Corporate Office in Mumbai.

RELATED PARTY TRANSACTIONS

Your Company has formulated a Policy on materiality of dealing withrelated party transactions which is available athttps://nilkamal.com/wp-content/uploads/2019/03/Policyonmaterialityofanddealingwithrelatedparty_290120191.pdf

All the related party transactions are placed before the AuditCommittee for their review and approval. Further prior omnibus approval of the AuditCommittee is obtained for related party transactions of repetitive nature and entered intoin the ordinary course of business at an arms' length basis.

Further the Company has not entered into any material related partytransaction during the year under review. Accordingly the disclosure of related partytransactions as required under Section 134(3)(h) of the Act in Form AOC-2 is notapplicable to your Company.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (2) (p) of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors has undertaken an annual evaluation of its own performance performanceof its various Committees and individual Directors. The details of the said evaluationshave been mentioned in the Report on Corporate Governance.

TRANSFER TO IEPF

Pursuant to the provisions of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 ("The Rules") the Company had sent individual notices and alsoadvertised in the newspapers seeking action from the shareholders who have not claimedtheir dividends for past seven consecutive years i.e for final dividend of the financialyear ended 2011 - 2012 and thereafter had transferred such unpaid or unclaimed dividendsand corresponding 1395 equity shares held by 13 shareholders to the IEPF Authority onOctober 112019.

Shareholders /claimants whose shares unclaimed dividend have beentransferred to the aforestated IEPF Suspense Account or the Fund as the case may be mayclaim the shares or apply for refund by making an application to the IEPF Authority inForm IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee asdecided by the IEPF Authority from time to time.

Further the Company shall be transferring the unclaimed Dividend forthe financial year 2012 - 2013 to the IEPF Account on or before September 10 2020. TheCompany shall also be transferring the shares on which the dividend has remainedunclaimed for a period of seven consecutive years to the IEPF Account simultaneously onthe same date. The Company has sent individual letters to the shareholders for claimingthe said dividend and has also advertised the same in the newspapers in accordance to theRules. Members are therefore requested to ensure that they claim the dividends referredabove before they are transferred to the said Fund.

Details of shares /shareholders in respect of which dividend has notbeen claimed are provided on our website at https://nilkamal.com/unclaimed-unpaid-dividend/. The shareholders are therefore encouraged to verify their records and claim theirdividends of all the earlier seven years if not claimed.

STATUTORY INFORMATION

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed herewithas "Annexure D".

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said Rules formsa part of the Annual Report.

Further the disclosures pertaining to remuneration and other detailsas required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 also forms apart of the Annual Report.

However having regard to the provisions of Section 136(1) read withits relevant provision of the Companies Act 2013 the Annual Report excluding theaforesaid information is being sent to the members of the Company. The said information isavailable for inspection at the Registered Office of the Company during working hours andany member interested in obtaining such information may write to the Company Secretary andthe same will be furnished without any fee.

Your Company has not accepted Deposits from public falling within theambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation forthe encouragement and co-operation received by the Company from the Bankers StateGovernment Authorities Local Authorities and its Employees during the year.

For and on behalf of the Board
Place: Mumbai Vamanrai V. Parekh
Date: June 28 2020 Chairman

.