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Nirmitee Robotics India Ltd.

BSE: 543194 Sector: Engineering
NSE: N.A. ISIN Code: INE0CPQ01010
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NSE 05:30 | 01 Jan Nirmitee Robotics India Ltd
OPEN 460.00
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VOLUME 300
52-Week high 590.00
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P/E 119.48
Mkt Cap.(Rs cr) 28
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OPEN 460.00
CLOSE 460.00
VOLUME 300
52-Week high 590.00
52-Week low 256.10
P/E 119.48
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nirmitee Robotics India Ltd. (NIRMITEEROBOTIC) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting their Fourth Annual Report on the Businessand Operations of the Company and the Accounts for the Financial Year ended 31stMarch 2020 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The company's performance during the financial year 2019-2020 has been considerablygood as compared to the previous year. There has been increase in profit of the company ascompared to the previous year. The Operating results of the company for the year are asunder.

Particulars 31/03/2020 31/03/2019
Revenue From Operations and Other Income 32791137.00 20358723.00
Net Profit/Loss before Interest Depreciation and Tax 4787405.00 2595913.00
Less: Finance Cost 49035.00 48026.00
Net Profit/Loss before Depreciation and Tax 4738370.00 2547887.00
Less: Depreciation and amortization for the year 590938.00 764071.00
Net Profit/Loss before exceptional and extraordinary items and tax 4147432.00 1783816.00
Less: Exceptional Items - -
Profit before extraordinary items and tax 4147432.00 1783816.00
Less: Extraordinary Items (217944.00) -
Profit before tax 4365376.00 1783816.00
Less: Tax Expenses
i. Current tax expense 1121555.00 556485.00
ii. Deferred tax Liability/(Assets) (37339.00) (81845.00)
iii. Tax for Earlier years - -
Profit/Loss for the period from continuing operations 3281160.00 1309176.00
Profit/Loss from discontinuing operations - -
Tax expense of discontinuing operations - -
Profit/Loss from discontinuing operations (after tax) - -
Profit/Loss transferred/adjusted to General Reserve 3281160.00 1309176.00
Basic earnings per equity share 7.72 5.82
Diluted earnings per equity share 1.51 0.66

2. STATE OF COMPANY'S AFFAIRS RESULT OF OPERATION AND FUTURE OUTLOOK:

The Total income of the Company stood at Rs.3 27 91137/- in the current year and Rs.2 03 58723/- in the previous year. The Company made a net profit of Rs. 32 81 160/-(Rupees Thrirty Two Lakhs Eighty One Thousand One Hundred and Sixty Only) for the yearended March 31 2020 as compared to the net profit of Rs. 13 09 176/- (Rupees ThirteenLakhs Nine Thousand One Hundred and Seventy Six Only) in the previous year.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition:

The Composition of Board of Directors as on 31st March 2020 is as follows;

Sr. No Name DIN Designation
1. Mr. Jay Prakash Motghare 07559929 Whole Time Director
2. Mr. Kartik Eknath Shende 02627131 Non-Executive Director
3. Mr. Rajesh Narendra Admane 01504366 Non-Executive Director
4. Mr. Manish Tarachand Pande 08712019 Non- Executive Independent Director
5. Mr. Pradeep Prakash Thadani 08611572 Non- Executive Independent Director
6. Ms. Mrunalini Chintaman Damle* 08713184 Non- Executive Woman Director

*However Ms. Mrunalini Chintaman Damle Non-Executive Woman Director of the Company(DIN: 08713184) has resigned from her post on 17th July 2020 and to fill suchvacancy Mrs. Neelima Admane was appointed as Non- Executive Woman additional Director(DIN: 08817410) of the Company on 07th September 2020.

b. Change in Director:

During the financial year following changes have been occurred;

Sr No Name DIN/PAN Designation Appointment / Cessation/ Change in Designation Date of Appointment/ Cessation/Change in Designation
1. Mr. Manish Tarachand Pande 08712019 Non Executive Independent Director Appointment 29/02/2020
2. Mr. Pradeep Prakash Thadani 08611572 Non Executive Independent Director Appointment 29/02/2020
3. Ms. Mrunalini Chintaman Damle * 08713184 Non Executive Woman Director Appointment 29/02/2020
4. Mr. Jay Prakash Motghare 07559929 Whole Time Director Change in Designation 29/02/2020
5. Mr. Apurv Hirde ADHPH6327B Company Secretary Appointment 28/02/2020
6. Mr. Atul Dhawad AOYPD8411Q CFO Appointment 28/02/2020

*However Ms. Mrunalini Chintaman Damle Non-Executive Woman Director of the Company(DIN: 08713184) has resigned from her post on 17th July 2020 and to fill suchvacancy Mrs. Neelima Admane was appointed as Non- Executive Woman additional Director(DIN: 08817410) of the Company on 07th September 2020.

c. Committees of Board of Directors:

There has been no change in Committees of Board of Directors during period underreview.

*The reconstitution of Audit Committee occurred on 21st July 2020 due to theresignation of Ms. Mrunalini Chintaman Damle (DIN: 08713184) as a Chairman of theCommittee and to fill such vacancy Mr. Rajesh Admane Non-Executive Director (DIN:01504366) of the Company appointed as new Chairman of the Committee.

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and theArticles of Association of the Company Mr. Rajesh Narendra Admane Non-Executive Director(DIN: 01504366) of the Company retires by rotation and offers himself for thereappointment.

e. Independent Directors:

Independent Directors have provided their confirmation that they meet the criteria ofindependence as provided in sub- section (6) of Section 149 of the Companies Act 2013.

An Independent Director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for re-appointment for next five years onpassing of a special resolution by the Company.

f. Key Managerial Personnel:

During the period under review the following persons were appointed as Key ManagerialPersonnel of the Company;

Sr. No Name DIN/PAN Designation Date of Appointment Date of Original Appointment
1. Mr. Jay Prakash Motghare 07559929 Whole Time Director 29/02/2020 12/08/2016
2. Mr. Apurv Avinash Hirde ADHPH6327B Company Secretary 28/02/2020 -
3. Mr. Atul Dhawad AOYPD8411Q Chief Financial Officer 28/02/2020 -

4. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP-1 intimation under Section 164(2) i.e. in Form DIR-8 and declaration as tocompliance with the Code of Conduct of the Company.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

public company and got listed on BSE Start-up Segment under SME Platform of BSE Limitedon 21st April 2020.

6. CONSOLIDATED FINANCIAL STATEMENT:

The company does not have any subsidiary joint venture or associate company. Hence itis not required to prepare any Consolidated Financial Statement.

7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

The company does not have any Subsidiary Associate or Joint Venture.

8. DIVIDEND:

The dividend policy for the year under review has been formulated taking intoconsideration of growth of the company and to conserve resources the Directors do notrecommend any dividend for year ended March 31 2020.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report but during the period under review the Company was convertedinto a

10. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed variouscommittees the detailed terms of reference of the Committee is available on the websiteof the Company at https://www.nirmiteerobotics.com/investors/.

A. Audit Committee:

The Audit Committee comprises of Ms. Mrunalini Damle (Chairman) Mr. Manish Pande(Member) and Mr. Pradeep Thadani (Member). All the recommendations made by the AuditCommittee were accepted by the Board of Directors.

*However Ms. Mrunalini Chintaman Damle Non-Executive Woman Director of the Company(DIN: 08713184) has resigned from her post on 17th July 2020 and to fill suchvacancy Mr. Rajesh Admane Non-Executive Director (DIN: 01504366) of the Company appointedas new Chairman of the Committee.

B. Nomination and Remuneration Committee:

The Nomination and Remuneration committee had duly formed in line with the provisionsof Section 178 of the Companies Act 2013. The details of the Committee is available on thewebsite of the Company at https://www.nirmiteerobotics.com/investors/ and it comprises ofMr. Pradeep Thadani (Chairman) Mr. Kartik Shende (Member) and Mr. Manish Pande (Member).

C. Stakeholder Relationship Committee:

The Stakeholder's Relationship Committee had duly formed mainly to focus on theredressal of Shareholders'/Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non receipt of Annual Report; DividendWarrants; etc. The Stakeholders Relationship Committee shall report to the Board on aquarterly basis regarding the status of redressal of complaints received from theshareholders of the Company. The terms of reference of the Committee is available on thewebsite of the Company at https://www.nirmiteerobotics.com/investors/ and it comprises ofMr. Rajesh Admane (Chairman) Mr. Jay Motghare (Member) and Mr. Kartik Shende (Member).

11. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of theBoard its Committees Executive Directors Independent Directors. Based on the same theperformance was evaluated for the financial year ended March 31 2020. As part of theevaluation process the performance of Non- Independent Directors the Chairman and theBoard was conducted by the Independent Directors. The performance evaluation of therespective Committees and that of Independent and Non- Independent Directors was done bythe Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Boardeffectiveness quality of discussion contribution at the meetings business acumenstrategic thinking time commitment and relationship with the stakeholders corporategovernance practices contribution of the committees to the Board in discharging itsfunctions etc.

12. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT- 9 is annexed as a part of this Annual Report as "Annexure I" .The same isavailable on https://www.nirmiteerobotics.com/investors/.

13. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 ofthe Companies Act 2013.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013are disclosed in Form No. AOC -2 as Annexure-II.

15. AUDITORS:

a. Statutory Auditors:

M/s Amit Gharlute & Co Chartered Accountants Nagpur (FRN: 133252W) were appointedas Statutory Auditors of the Company to fill the casual vacancy caused due to theresignation of previous auditors M/s Vijaywargi Khabiya & Saoji. CharteredAccountants Nagpur (FRN: 138618W) and M/s Amit Gharlute & Co Chartered AccountantsNagpur (FRN: 133252W) have successfully conducted the Statutory audit of the Company forthe financial year end 31st March 2020.

The Board hereby propose the re-appointment of M/s Amit Gharlute & Co CharteredAccountants Nagpur (FRN: 133252W) as Statutory Auditors of the Company from theconclusion of this AGM till the conclusion of ensuing AGM of the Company.

Therefore pursuant to Section 139 of the Companies Act 2013 the retiring auditor M/sAmit Gharlute & Co Chartered Accountants Nagpur (FRN: 133252W) being eligible haveexpressed their willingness to such re-appointment as Statutory Auditors. They havefurther confirmed that if appointed their re-appointment would be in pursuance to theprovisions of Section 139 and 141 of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014.

b. Secretarial Auditor:

The provisions of Section 204 relating to Secretarial Audit are not applicable sincethe Company was not listed during the financial year 2019-2020 and it got listed on 21stApril 2020.

c. Cost Auditor:

Section 148 of the Companies Act 2013 is not applicable to the Company.

16. MANAGERIAL REMUNERATION

Company has paid managerial remuneration during the financial year 2019-2020 incompliance with the provision of Section 197 of the Companies Act 2013

17. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

18. LOANS GUARANTEES AND INVESTMENTS:

During the year under review the Company has not given any long term loan and advancesand has not made any investment.

19. DEPOSITS:

The company has not invited/ accepted any deposits from the public during the yearended March 31 2020. There were no unclaimed or unpaid deposits as on March 31 2020.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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 of The Companies (Accounts) Rules 2014 is annexed herewith as "ANNEXURE-III".

21. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

Your Company has put in place a policy for prevention prohibition and redressalagainst sexual harassment of women at the work place to protect women employees andenable them to report sexual harassment at the workplace in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. An internal Complaint Committee (ICC) headed by a women employee has also beenconstituted for the purpose. All employees (permanent contractual temporary trainees)are covered under this policy. No complaints were received during F.Y.2019-2020.

22. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There was no qualification reservation or adverse remark made by the Auditors in theirreport.

Accordingly during the year under review the Auditor of the Company has not reportedany fraud as specified under the second proviso of Section 143 (12) of the Companies Act2013 (including any statutory modification(s) or re-enactment(s) thereof for the timebeing in force).

The provisions relating to submission of Secretarial Audit Report is not applicable tothe Company.

23. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 19 Board meetings during the financial year under review. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 01/04/2019 3 3 100%
2 24/06/2019 3 3 100%
3 11/07/2019 3 3 100%
4 29/09/2019 3 3 100%
5 30/09/2019 3 3 100%
6 11/12/2019 3 3 100%
7 06/01/2020 3 3 100%
8 10/01/2020 3 3 100%
9 14/01/2020 3 3 100%
10 23/01/2020 3 3 100%
11 31/01/2020 3 3 100%
12 05/02/2020 3 3 100%
13 08/02/2020 3 3 100%
14 10/02/2020 3 3 100%
15 17/02/2020 3 3 100%
16 28/02/2020 3 3 100%
17 02/03/2020 6 6 100%
18 04/03/2020 6 6 100%
19 18/03/2020 6 6 100%

24. GENERAL MEETINGS:

During the year under review five (05) general meeting of members were held includingannual general meeting held on 30th September 2019.

25. WEB LINK OF ANNUAL RETURN:

The Company has its official website. The extracts of Annual Return pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 is furnished in Annexure-I and attached to this Report. Thesame is available on https://www.nirmiteerobotics.com/investors/.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

27. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence it is not applicable to yourcompany.

28. SHARES:

i. ISSUE OF SHARES OR OTHER CONVERTIBLE SECURITIES:

During the year the company has issued equity shares by way of Bonus and Rights issuethe details of the same are as follows:

Particulars Allotment-1 Allotment-2
1. Date of issue and allotment 05/02/2020 17/02/2020
2. Method of allotment (QIP FPO ADRs GDRs rights issue bonus issue preferential issue private placement conversion of securities etc.) Bonus Issue Rights Issue
3. Issue price - 10/-
4. Conversion price - -
5. Number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities 199998
6. Number of shares or securities allotted to the promoter group (including shares represented by depository receipts): 210000 199998
7. In case shares or securities are issued for consideration other than cash a confirmation that price was determined on the basis of a valuation report of a registered valuer:

*Company has allotted 175200 equity shares having nominal value of Rs. 10/- each by wayof Initial Public Offering on 17th April 2020.

ii. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights during the yearunder review.

iii. ISSUE OF SWEAT EQUITY SHARES:

iv. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company has not issued any Employee Stock Options during the year under review.

v. SHARES HELD IN TRUST FOR THE BENEFIT OF EMPLOYEES WHERE THE VOTING RIGHTS ARE NOTEXERCISED DIRECTLY BY THE EMPLOYEES:

The Company does not held any shares in trust for the benefit of employees where thevoting rights are not exercised directly by the employees during the year under review.

vi. ISSUE OF DEBENTURES BONDS OR ANY NON-CONVERTIBLE SECURITIES:

The Company has not issued any debentures bonds or any non-convertible securitiesduring the year under review.

vii. ISSUE OF WARRANTS:

The Company has not issued any warrants during the year under review.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system whichprovides protection to all its assets against loss from unauthorized use and ensurescorrect reporting of transactions. The internal control systems are further supplementedby internal audits carried out by the respective Internal Auditors of the Company andPeriodical review by the management. The Company has put in place proper controls whichare reviewed at regular intervals to ensure that transactions are properly authorisedcorrectly reported and assets are safeguarded.

30. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not required by the Company andaccordingly such accounts and records have not been made and maintained.

31. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

32. PARTICULARS OF EMPLOYEE:

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

33. CORPORATE GOVERNANCE:

As your Company was not listed during the financial year 2019-2020 therefore theprovisions relating to Corporate Governance are not applicable. However as a goodCorporate Governance Practice the Company has generally complied with the CorporateGovernance requirements.

34. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 312020 the applicable accounting standards have been followed with no material departures;

b. the Directors have 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 March 31 2020 and of the profit ofthe Company for the year ended on that date;

c. the Directors 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. the Directors have prepared the annual financial statements on a going concernbasis;

e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;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.

35. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoingbasis and for conducting the business in a risk conscious manner. The Company has astructured and comprehensive Risk Management Frame work under which the risks areidentified assessed monitored and reported as a part of normal business practice. TheRisk Management System is fully aligned with the corporate and operational objectives.There is no element of risk which in the opinion of the Board may threaten the existenceof the Company.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Not applicable since the Company was not listed during the financial year 2019-2020.

37. WEBSITE:

The Company has maintained a functional website namelyhttps://www.nirmiteerobotics.com/ containing basic information about the Company.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Jay Prakash Motghare Kartik Eknath Shende
Whole Time Director Non-Executive Director
DIN: 07559929 DIN:02627131
Date: 07/09/2020
Place: Nagpur

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