TO THE SHAREHOLDERS
The Board of Directors are pleased to present the 36th Annual Report of the Company forthe financial year ended 31st March 2021.
| || ||Rs. in Lakh |
| ||2020-21 ||2019-2020 |
|Total Revenue ||1507.69 ||501.98 |
|Profit Before Tax ||932.50 ||3.92 |
|Less : Tax Expenses ||(526) ||(024) |
|Profit After Tax/Retained earning ||927.24 ||3.69 |
The outbreak of COVID-19 pandemic has led to an unprecedented health crisis and hasdisrupted economic activities and global trade while weighing on consumer sentiments.During the year under review the Government of India had imposed stringent nationwidelockdowns in phases which severely impacted manufacturing activities. Demand of Productsof your company was affected as key Aluminium consuming sectors struggled to operateamidst weakening economic activities working capital constraints shortage of manpowerand logistical issues.
During the year 2020-2021 total revenue of the Company is Rs.1507.69 Lakh as comparedto Rs.501.98 Lakh in previous year. The profit after tax is '927.24 Lakh as compared toRs.3.69 Lakh in the previous year. There is no material change in the nature of businessof the Company. The surge of profit for the year ended 31st March 2021 is due to sale ofInvestment of securities which is not from the core business activity of the Company.Hence Company does not fall under the provisions/ regulations of Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirement) Regulation 2015 related to CorporateSocial Responsibility & Corporate Governance respectively.
The Board of Directors have not recommended any dividend for this financial Year2020-21.
TRANSFER TO RESERVE
Net profit for the year '927.24 Lakh (Previous Year Rs.3.69 Lakh) is proposed to beretained in the Retained Earning.
SUBSIDIARY AND JOINT VENTURE COMPANIES
There is no subsidiary/joint venture company within the meaning of Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) the Directors of the Company statethat:
a. in the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating 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 31st March 2021 and of the profitof the Company for the said period;
c. the Directors have taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the Directors have prepared the Annual Accounts on a going concern basis.
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Lalit Kumar Daga Chairman/ Director of the Company is liable to retire byrotation at the ensuing AGM and being eligible has offered himself for reappointment. ShriLalit Kumar Daga is a Commerce Graduate from the University of Kolkata. He has vastexperience of over 51 years in Aluminium Industries. He holds 18566 equity shares in theCompany & also hold directorship in another Listed Company viz. Hind AluminiumIndustries Ltd.
Shri Raghav Daga (DIN- 00084553) is appointed as the Managing Director for a term of 3years w.e.f 7th June 2021 subject to shareholder's approval at the ensuing AnnualGeneral Meeting.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2021 are Shri Raghav Daga Managing Director Shri GirishAgarwal Chief Financial Officer and Shri Amey Borkar Company Secretary.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of the Actread with the Schedules and Rules issued thereunder as well as clause (b) ofsub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force). In terms ofRegulation 25(8) of the Listing Regulations the Independent Directors have confirmed thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties.
MEETINGS OF THE BOARD
Total Five meetings of the Board of Directors were held during the financial year2020-21.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual director on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent director performance of non-independent directorand the board as a whole was evaluated taking into account the views of executivedirectors and non-executive directors. The same was discussed in the board meeting thatfollowed the meeting of the independent director at which the performance of the boardits committees and individual director was also discussed. Performance evaluation ofindependent director was done by the entire board excluding the independent directorbeing evaluated.
The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
The Company has established a robust Vigil Mechanism and a Whistle-blower policy inaccordance with provisions of the Act and Listing Regulations. The Vigil Mechanism andwhistleblower policy is put on the Company's website and can be accessed at:http://associatedgroup.com/NCL/index.html.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis.
There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large.
Your Directors draw attention of the members to Note no. 30 of the Financial Statementwhich set out related party transactions. Information on transactions with related partiespursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts)Rules 2014 nil details are given in Annexure -I in Form AOC-2 and the same forms part ofthis report.
The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed at http://associatedgroup.com/NCL/index.html
The Audit Committee comprises Shri Navinchandra Shah (Chairman/Member) Shri RaghavDaga and Mrs. Santosh Mundhra are the members of the Committee.
All the members of the Audit Committee are financially literate and have experience infinancial management.
During the year all the recommendations made by the Audit Committee were accepted bythe Board.
NOMINATION & REMUNERATION COMMITTEE
Committee is constituted in line with the provisions of Regulation 19 of SEBI ListingRegulations read with Section 178 of the Act.
The Nomination & Remuneration Committee comprise Shri Navinchandra Shah(Chairman/Member) Shri Lalit Kumar Daga and Mrs. Santosh Mundhra are the members of theCommittee.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other matter are asper provisions of Section 178(3) of the Act.
The Company pays remuneration by way of salary benefits perquisites and allowances(fixed component) and commission (variable component) to its managing director and theexecutive directors. Annual increments are decided by the nomination and remunerationcommittee (NRC) within the salary scale approved by the members of the Company and areeffective April 1 each year. NRC decides on the commission payable to the managingdirector and the executive director out of the profits for the financial year and withinthe ceilings prescribed under the Act based on the performance of the Company as well asmanaging director and executive director of the Company.
|Name of Directors ||Relationship with other Directors ||Sitting Fees ||Salary ||Perquisites ||Stock Option ||Total |
|*Shri Lalit Kumar Daga ||Father of Shri Raghav Daga ||Nil ||Nil ||Nil ||Nil ||Nil |
|*Shri Raghav Daga ||Son of Shri Lalit Kumar Daga ||Nil ||Nil ||Nil ||Nil ||Nil |
|Shri Navinchandra Shah ||- ||Nil ||Nil ||Nil ||Nil ||Nil |
|Mrs Santosh Mundhra ||- ||Nil ||Nil ||Nil ||Nil ||Nil |
* Except Shri Lalit Kumar Daga and Shri Raghav Daga None of the other Directors is/arerelated to any other Directors.
The Board of Directors have unanimously decided to hold the payment of sitting fees todirectors for board as well as committee meetings till further intimation. The companydoes not pay remuneration to its non-executive directors.
INTERNAL FINANCIAL CONTROLS
The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Committee is constituted in line with the provisions of Regulation 20 of SEBI ListingRegulations read with Section 178 of the Act.
The Stakeholder Relationship Committee comprise Shri Lalit Kumar Daga(Chairman/Member) Shri Raghav Daga and Shri Navinchandra Shah are the members of theCommittee.
AUDITORS AND AUDITORS' REPORT Statutory Auditor:
M/s. Suryaprakash Maurya & Co. Chartered Accountants was appointed as Auditors ofthe Company for a term of 5 (five) consecutive years at the Annual General Meeting heldon December 21 2020. They have confirmed that they are not disqualified from continuingas Auditors of the Company.
The Auditors' Report for the financial year ended 31st March 2021 on the financialstatements of the Company is a part of this Annual Report. The Independent Audit Reportdoes not contain any qualification reservation or adverse remark.
The Secretarial Audit Report relating to Secretarial Audit conducted by M/s Arun Dash& Associates for the financial year ended March 31 2021 under the Companies Act 2013read with Rules made thereunder is set out in the Annexure II to this report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/employees of the Company is set out in the Annexure III of thisreport.
Disclosure requirements As per SEBI Listing Regulations the Management Discussion andAnalysis are attached which form part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure IV to this Report.
There were no material changes and commitments affecting the financial positionof your Company between end of financial year and the date of report.
Your Company has not issued any shares with differential voting.
There was no revision in the financial statements.
Your Company has not issued any sweat equity shares.
There is no change in the nature of business.
During the year under review your Company has not accepted any fixed depositsfrom the public falling under Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. Thus as on March 31 2021 there were no deposits which wereunpaid or unclaimed and due for repayment.
There are no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.
There were no frauds reported by the Auditors u/s 143(12) of the CompaniesAct2013.
As per the requirement of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has complied withprovisions relating to the constitution of Internal Complaint Committee under POSH. -There were no complaints during the year under review.
The manufacturing unit of the Company namely Elesar Focchi is an ISO 9001: 2015certified unit.
The Board of Directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year.
Further the Board sincerely conveys its appreciation for its customers shareholderssuppliers as well as vendors bankers business associates regulatory and governmentauthorities for their continued support.
| ||For and on behalf of the Board |
| ||Lalit Kumar Daga |
| ||Chairman |
|Place: Mumbai || |
|Date: 30.06.2021 || |