Nilkanth Engineering Ltd.
|BSE: 512004||Sector: Financials|
|NSE: N.A.||ISIN Code: INE582V01015|
|BSE 05:30 | 01 Jan||Nilkanth Engineering Ltd|
|NSE 05:30 | 01 Jan||Nilkanth Engineering Ltd|
|BSE: 512004||Sector: Financials|
|NSE: N.A.||ISIN Code: INE582V01015|
|BSE 05:30 | 01 Jan||Nilkanth Engineering Ltd|
|NSE 05:30 | 01 Jan||Nilkanth Engineering Ltd|
Niikanth Engineering Limited
The Directors of your Company are pleased to present their Thirty Seventh Annual Reportand the Audited Financial Statements for the financial year ended 31st March 2020.
The financial performance of the Company for the financial year ended 31st March 2020is summarized below:
Rs. in Lakhs
COVID -15 IMPACT
The outbreak of coronavirus (COVID-19) pandemic globally and in India has resulted in aslowdown of economic activity. The Company has elevated the impact of this pandemic on itsbusiness operations during the year ended March 31 2020. This pandemic has not materiallyimpacted revenues of the Company and its associates for the year ended March 312020.
Further in terms of COVID-19 regularity package announced by Reserve Bank of India(RBI) on March 27 2020 the moratorium was extended to the eligible borrowers forinstallments falling due between March 1 2020 and May 1 2020. Further pursuant to RBInotification dated May 23 2020 the moratorium was given to eligible borrower wasextended for a further period of three months upto August 31 2020. Extension of suchmoratorium benefit to borrowers as per COVID-19 Regulatory package of RBI by itself is notconsidered to result in significant increase in credit risk as per IND AS 109 for stagingof accounts.
The extent to which the pandemic will impact Company's results will depend on futuredevelopment which are highly uncertain including among things any new informationconcerning the severity of the COVID-19 pandemic and any action to obtain its spread ormitigate its impact whether government mandated or elected by the Company and itsassociates. Given the uncertainty over the potential macro economics condition the impactof the global health pandemic may be different from that estimated as at the approval ofthe financial performance and the Company and its associates will continue to closelymonitor any material changes to future economic conditions.
INDIAN ACCOUNTING STANDARDS (IND AS)
The Ministry of Corporate Affairs vide its notification dated 16.02.2015 notified theCompany (Indian Accounting Standard) Rules 2015 applicable to certain class of theCompanies in pursuance to the said notification read with the Companies (IndianAccounting Standard) (Amendment) Rules 2016 Ind As became applicable to your Companywith effect from 1st April 2019. Accordingly Standalone and Consolidated FinancialStatements for the year ended 31st March 2020 have been prepared in accordance with IndAS and consequently the Financial Statements for the previous years have been restatedto conform to the provisions of the IND AS.
The company has adopted Ind AS for reporting financial results for the year underreview against previously India GAAP. During the year under review the Company hasincurred total compressive Loss after Tax of Rs 119.77 Lakhs (Previous Year totalcompressive Loss after Tax Rs. 161.58 Lakhs).
The Company is engaged in the business of making of long term investment and lettingout of immovable property. There have been no material changes in the business of theCompany during the financial year.
Your Company has made provisions for sufficient borrowing facilities to meet itslongterm and short-term requirement in order to support the business operations.
In view of loss during the year under review your Directors do not recommend anydividend for the year under review.
TRANSFER TO RESERVES UNDER RBI ACT. 1934
The Company does not require to transfer any funds to Special Reserve Funds under RBIAct 1934 as the Company has surrendered the Certificate of Registration issued by ReserveBank of India to carry on Business as Non-Banking Finance Company as the operations of theCompany does not satisfy the criteria of assets and Income pattern in terms of PressRelease No 1998-99/1269 dated 08.04.1999 issued by Reserve Bank of India.
During the year the Company has not accepted or renewed any deposit from the public ascovered under Section 73 of the Act read with the Companies (Acceptance of Deposits)Rules 2014.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which these financial statementsrelate and the date of this report.
The Authorised Share Capital as on 31st March 2020 was Rs. 12500000/-( Rupees OneCrore Twenty Five Lac Only) divided into 1250000 Equity Shares of Rs. 10/- each.
There has been no change in the Share Capital of the Company during the financial year2019-2020
The Issued Share Capital as on 31st March 2020 was Rs 12450000/- (Rupees One CroreTwenty Five Lac Only) divided into 1245000 Equity Shares of Rs. 10/- each.
As at the end of the year under review i.e. on 31st March 2020 and also as on the dateof this report your Company does not have any Subsidiary.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure 1
PARTICULARS OF EMPLOYEES
The information regarding employee remuneration and other details as required underSection 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to this Report as Annexure EE. Further Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not required as there are no employees in the Company for this category.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES .ASSOCIATE OR JOINT VENTURES
Pursuant to section 129(3) of the Companies Act 2013 the statement containing thesalient feature of financial statement of Company's subsidiary associate and jointventure of the Company are as under:
The Company does not have subsidiary Company.
However the Company have Associate companies the brief details of which is being givenhereunder:
1. Jatayu Textiles & Industries Limited (Associate Company)
Jatayu Textiles & Industries Limited (Jatayu) is registered with Reserve Bank ofIndia as Non-Banking Financial Company (NBFC) in the category of the Company not accepting/ holding public deposits.
The total revenue of Jatayu during the financial year 2019-20 was Rs.661.66 Lakh TheCompany netted Profit of Rs. 32.55 Lakhs before tax tax and net total comprehensive Lossfor the year after tax was at Rs. 16892.94 Lakhs.
2. Osiris Online Private Limited (Associate Company)
Osiris Online Private Limited (Osiris) has paid up capita! of Rs. 6600000/- and doesnot have any substantial business.
The total revenue of Osiris during the financial year 2019-20 was 0.31 Lakh The Companynetted Profit of Rs. 0.09 Lakhs before tax tax and net total comprehensive Loss for theyear after tax was at Rs. 1983.19 Lakhs.
3. Sushree Trading Limited (Associate Company)
Sushree Trading Limited (Sushree) registered with Reserve Bank of India as Non- BankingFinancial Company (NBFC) in the category of the Company not accepting / holding publicdeposits.
The total revenue of Sushree during the financial year 2019-20 was Rs. 14.97 Lakh. TheCompany netted Loss of Rs. 466.30 before tax tax and net total comprehensive Loss for theyear after tax was at Rs. 14046.38 Lakh.
The Company does not have any Joint Venture.
The details of the Company's subsidiary associate and Joint Venture Company as on 3181March 2020 is given under Annexure 2
PARTICULARS OF EMPLOYEES
There was no employee in the company drawing remuneration in excess of the limits setout in the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Further the disclosures pertaining to remuneration and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report as"Annexure-3 ".
Furthermore the disclosures pertaining to remuneration and Top Ten Employees detailsare provided in the Annual Report as "Annexure-4'\
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause (B) of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 A detailed Management Discussion and Analysis Report onthe Financial Conditions and Result of operations of the Company is included in thisAnnual Report under the heading "Annexure-5".
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review the Company had not entered into any transactions asenumerated in section 188 of the Companies Act 2013 and rules made thereunder with therelated party as defined under section 2(76) of the Act.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the regulators/courts/tribunalswhich would impact the going concern status of the Company and its future operations.
CEO / CFO CERTIFICATION:
As required by Regulation 17(8) of SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015 The CEO / CFO certificate for the financial year 2019- 20has been submitted to the Board and the copy thereof is contained in the Annual Report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company believes that a strong internal control framework is an important pillar ofCorporate Governance. The Company has in place adequate internal financial control systemwhich ensure orderly and efficient conduct of its business safeguarding of its assets andaccuracy and completeness of accounting records timely preparation of reliable financialinformation and various regulatory and statutory compliance
Further company's internal control system is commensurate with the size scale andcomplexity of its operations. The main thrust of internal audit is to test and reviewcontrols appraisal of risks with best practices in the industry. The Management withAudit Committee periodically reviews the Internal Control System and procedure for theefficient conduct of the business.
The Company operates in conditions where economic environment and social risk areinherent to its businesses. In managing risk it is the Company's practice to takeadvantage of potential opportunities while managing potential adverse effects.
The various elements of risk which the Directors think that may threaten the existenceof the Company are:
3) Financial Risk: Financial risk generally arises due to instability and losses in thefinancial market caused by movements in stock prices currencies interest rates and more.
b) Liquidity Risk: It is the risk that the Company will be unable to meet its financialcommitment to a Bank/Financial Institution in any location any currency at any point intime. The risk stemming from the lack of marketability of an investment that cannot bebought or sold quickly enough to prevent or minimize a loss.
c) Credit Risk: The risk of loss of principal or loss of a financial reward stemmingfrom a borrower's failure to repay a loan or otherwise meet a contractual obligation.
d) Time Risk: To compensate for non-receipt of expected inflow of funds.
In line with Listing Regulations and as per the requirement of Section 134(3) (n) ofthe Companies Act 2013 read with the rules made there under as amended Board has aframework for Risk Management to oversee the mitigation o such risks.
The Nomination and Remuneration Policy of the company as mandated under Section 178 (3)(4) of the Companies Act 2013 is available on the website of the company
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act 2013 with respect to CorporateSocial Responsibility are not applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors make thefollowing statement and confirm that;-
i) in the preparation of the annual accounts for the year ended 31 March 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
ii) 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 31 March 2020 and of the Loss ofthe Company for year ended on that date;
iii) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors had prepared the Annual Accounts on a 'going concern basis';
v) the Directors had laid down internal financial controls and that such internalfinancial controls are adequate and are operating effectively; and
vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statement for the financial year 2019-2020 is prepared inaccordance with applicable provisions of the Companies Act 2013 Accounting standard andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directorsand employees of the Company for reporting genuine concerns about unethical practices andsuspected or actual fraud or violation of the code of conduct of the Company pursuant tothe provisions of Section 177 of the Companies Act 2013 read with the rules madethereunder. This vigil mechanism shall provide a channel to the employees and Directors toreport to the management concerns about unethical behavior and also provide for adequatesafeguards against victimization of persons who use the mechanism and also make provisionfor direct access to the chairperson of the Audit Committee in appropriate or exceptional.The practice of the Vigil Mechanism Whistle Blower Policy is overseen by the AuditCommittee of the Board and no employee has been denied access to the Committee.
The Company will take appropriate action for its resolution. During the year nowhistle blower event was reported and mechanism is functioning well.
CODE OF CONDUCT
Company's Board has [aid down a Code of Conduct for all the Board Members and SeniorManagement Personnel of the Company. The Code of Conduct is available on the Company'swebsite www.nilkanthengineering.co.in. All Board Members and Senior Management Personnelhave affirmed compliance with Code of Conduct for Board Members and Senior Managementduring the financial year 2019-20. The declaration in this regard has been made by theManagement Director which forms the part of this report as an annexure.
As per Regulation 15(2) of the Listing Regulations the compliance with the CorporateGovernance provisions shall not apply in respect of the following class of companies:
a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and NetWorth not exceeding Rs.25 crore as on the last day of the previous financial year;
b. Listed Entity which has listed its specified securities on the SME Exchange.
Since our Company falls in the ambit of aforesaid exemption (a); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it also does notform part of the Annual Report
DISCLOUSRE OF SECRETARIAL STANDARD BY DIRECTORS
The company complies with all applicable standards issued by the institute of CompanySecretaries of India. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable Secretarial Standards and that such systems are adequateand operating effectively.
The company complies with all applicable standards issued by the institute of CompanySecretaries of India The Directors have devised proper systems to ensure compliance withthe provisions of all applicable Secretarial Standards and that such systems are adequateand operating effectively.
PREVENTION OF INSIDER TRADING
The Company has adopted the Code of conduct for prevention of Insider Trading with viewto regulate trading in securities by Directors and designated employees of the Company.The Code of conduct require pre-disclosure for dealing in Company's Shares and prohibitthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when trading window is closed. The Board is responsible forimplementation of the code. All Board of Directors and the designated employees haveconfirmed the compliance of code.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The particulars of loans guarantees or investments covered under the provisions ofSection 186 of the Companies Act 2013 if any are given in the Audited FinancialStatements wherever applicable.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with Companies'(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company
There were no foreign exchange earnings and outgoings during the year under review.
DIRECTORS AND KMP
Mr. G. ML Loyalka (DIN - 00299416) who is retiring by rotation at this Annual GeneralMeeting is to be re-appointed. His involvement with the affairs of the Company isbeneficial to the Company as well as Stakeholders.
The board has recommended re-appointment of Shri Ramdas Bhatter and Smt. RajshreeTapuriah as independent Directors for second term of five years subject to approval bymembers by way of special resolutions and brief profile of the Independent Directors isstated in the Notice of ensuing AGM.
During the year under review Mr. Anil Vithal Londhe was appointed as Chief FinancialOfficer of the Company by the Board of Director with effect from 23rd April 2019
APPOINTMENT OF MANAGING DIRECTOR
Mr. Nitin Agrawal was appointed Additional Director and Managing Director at the BoardMeeting held on 1st August 2018 for two year which is expiring on 30m July 2020. Hisappointment as Director and Managing Director was consented at the 35th Annual GeneralMeeting held on 24th September 2018. The Board recommends the appointment of Mr. NitinAgrawal for further term of Three year (ie upto 30th July 2023 at the remuneration of Rs.8.78 Lac per annum with each increment at the rate below 20% upto 30th July 2023.
The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate the process of evaluating the performance ofIndividual Directors Committees of the Board and the Board as whole.
The Nomination and Remuneration Committee of the Company also evaluated the performanceof all individual Directors on various parameters such as level of participation ofDirectors preparing themselves well in advance to take active participation at themeeting(s) level of knowledge and expertise etc.
All the Independent Directors of the Company also had a separate meeting on 13thFebruary 2020 to review the performance and evaluation of Non-independent Directors andBoard as a whole.
The Board after taking into consideration the evaluation as done by Nomination andRemuneration Committee and by Independent Directors carried out an annual evaluation ofits own performance and that of its Committees and individual Director. The overalloutcome of such evaluation is that the Board its committees and individual Directors haveperformed effectively and satisfactorily
DECLARATION OF INDEPENDENT DIRECTOR
All the Independent Director have confirmed to the Board that they meet the criteria ofIndependence as specified under section 149(6) of the Companies Act 2013 and they qualifyto be an Independent Director pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rule 2014. The Independent Directors have also confirmed thatthey meet the requirements of "Independent Director" as mentioned underRegulation 16(1 )(b) of the Listing Regulations.
During the year under review the Company held Eight (9) meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 on 23rd April 2019 29th May 201928th June 2019 23rd August 2019 5th September 2019 14th September 2019 14th November2019 17m January 2020 and 13th February 2020
The frequency of board meetings and quorum at such meetings were in accordance with theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") andcompliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issuedby ICSI. The intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013 the Listing Regulations and SS-1.
BOARD COMMITTEE - AUDIT COMMITTEE
The Audit Committee is constituted pursuant to the provisions of Section 177 of theCompanies Act 2013. Members of the Audit Committee possess financial / accountingexpertise / exposure. Further all the recommendations made by the Audit Committee wereduly accepted by the Board of Directors. The Company Secretary is acting as Secretary ofthis Committee. The Managing Director and CFO are the permanent invitee to Audit Committeeto give clarification on accounts and other related issues.
The Composition of Audit Committee as on 31.03.2020 are as under:
Four meetings of the Audit Committee were held during the financial year 2019-20 on29th May 2019 14th September 2019 14th November 2019 and 13th February 2020 Theaccounts and financial positions were perused by the Audit Committee and thereafter placedbefore the Board for their consideration.
BOARD COMMITTEE - NOMINATION AND REMUNERATION
The Nomination and Remuneration Committee is constituted pursuant to the provisions ofof Section 178 of the Companies Act 2013. Members of the Nomination and RemunerationCommittee possess sound expertise / knowledge / exposure. The Company Secretary of theCompany is the Secretary of this committee
The Composition of Nomination and Remuneration Committee as on 31.03.2020 are as under:
Three meetings of the Nomination and Remuneration Committee were held during thefinancial year 2019-20 on 23rd April 2019 17fh January 2020 and 13th February 2020
Karnavat & Co. Chartered Accountants(Firm Registration Number: 104863W) theStatutory Auditor of the Company were appointed in the 34th Annual General Meeting of thecompany held on 27th September 2017 from conclusion of the said meeting until theconclusion of 39th Annual General Meeting (subject to ratification of their appointment bythe members at every Annual General Meeting) at such remuneration fixed by the Board ofDirectors.
The Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 have sincebeen amended vide notification dated 7th May 2018 of Ministry of Corporate Affairs andthe requirement of ratification of appointment of Statutory Auditors by the Members atevery Annual General Meeting has been done away with. Accordingly no ratification ofAppointment of M/s B. Maheshwari & Co. Chartered Accountants as the StatutoryAuditors of the Company by the members is being sought in the ensuing Annual GeneralMeeting.
During the year the Statutory Auditors have confirmed that they satisfy theIndependence Criteria required under the Companies Act 2013 and Code of Ethics issued bythe Institute of Chartered Accountants of India
The observation of the Auditors in their report read with relevant notes on theaccounts as annexed are self-explanatory and do not call for any further explanationunder section 134(3)(fX0 of the Companies Act 2013.
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s Girish Murarka & Co. Company Secretaries inPractice having membership Mo. 7036 to undertake Secretarial Audit of the Company. TheSecretarial Audit Report for the financial year 2019-20 as issued by him in the prescribedForm MR-3 is annexed to this Report as Annexure IV. The said Secretarial Audit Report doesnot contain any qualification reservation or adverse remark or disclaimer made bySecretarial Auditor.
Further the Board of Directors has approved the reappointment of M/s. Girish Murarka& Co. Company Secretaries Mumbai as "Secretarial Auditors" for conductingSecretarial Audit for the financial year 2020-21.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read with therules made thereunder the Board of Directors had approved the appointment of M/s Milind P.Shah Chartered Accountants as 'Internal Auditor" of the company for conductingInternal Audit for the financial year 2019-20. The Internal Audit Reports for each quarterwere received by the Company and the same were reviewed by the Audit Committee and Boardof Directors.
Further the Board of Directors has approved the reappointment of M/s Milind P. Shah.Chartered Accountants as "Internal Auditor" of the company for conductingInternal Audit for the financial year 2020-21.
The provisions of Cost Audit as prescribed under section 148 of the Companies Act 2013are not applicable to the Company
Your Company has not issued: -
- Any shares with differential rights;
- Any sweat equity shares
* There are no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operation in future.
There were no material changes and commitments affecting the financial position ofyour Company between the end of the financial year and the date of this report.
There was no revision in the financial statements.
* Your Company has not received any complaints under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments for theirco-operation and unstinted support received from them during the year and look forward totheir continued support in future.