NITIN CASTINGS LIMITED
Your Directors have the pleasure in submitting the Thirty Fifth Annual Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report for thefinancial year ended 31st March 2018.
1. FINANCIAL RESULT
The performance of the Company for the financial year ended 31st March 2018is summarized below:
(Rs. in lakhs)
|Particulars ||Current Year (Rs) ||Previous Year (Rs) |
|Total Revenue ||6024.45 ||6932.21 |
|Expenditure (excluding Depreciation and Amortization) ||5549.40 ||6381.48 |
|Earnings before Depreciation and Taxes ||475.05 ||550.73 |
|Depreciation and Amortization ||386.15 ||377.57 |
|Earnings before Taxes ||88.90 ||173.16 |
|Tax expenses including Deferred tax ||4.64 ||55.49 |
|Profit after Taxes ||84.26 ||117.67 |
|Add : Balance brought forward from previous year ||1642.35 ||1517.58 |
|Add : Other Comprehensive Income ||13.95 ||7.12 |
|Less : Proposed Dividend (Including Dividend Tax) ||31.09 ||- |
|Less : Tax on regular assessment paid ||- ||0.02 |
|Balance carried to Balance Sheet ||1709.47 ||1642.35 |
2. BUSINESS RESULTS
During the year under review your Company has registered a Turnover of Rs. 6024.45Lakhs as against Rs. 6932.21 Lakhs in the previous year. The Profit before taxes in thecurrent year is Rs. 88.90 Lakhs as against Rs. 173.16 Lakhs in the previous year andprofit after taxes are Rs. 84.26 Lakhs as against Rs. 117.67 Lakhs in the previous year.
Cash and cash equivalents as at 31st March 2018 was Rs. 197.22 Lakhs. The companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management's discussion and analysis is setout in this Annual Report.
5. CORPORATE GOVERNANCE
A report on Corporate Governance along with a Certificate from M/s. Sandeep Rathi &Associates Chartered Accountants in practice regarding compliance of the requirements ofCorporate Governance under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.The auditors' certificate for fiscal 2017-2018 does not contain any qualificationreservation or adverse remark.
6. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr.S.L Agarwal (DIN: 00347757)retires by rotation and being eligible has offered himself for re-appointment.
Your Directors have recommended dividend Rs. 1/- per equity share (10%) for thefinancial year ended 31st March 2018 amounting to Rs. 25.71 Lakhs. The dividend payoutis subject to approval of members at the ensuing Annual General Meeting.
The dividend will be paid to members whose name appear in the Register of Members as on1st August 2018 in respect of shares held in dematerialized form it will be paid tomembers whose names are furnished by National Securities Depository Limited and CentralDepository Services (India) Limited as beneficial owners as on that date.
8. LISTING OF SHARES AND DEMATERIALIZATION
The Company's shares are listed and traded at Bombay Stock Exchange (BSE) and its scripcode is 508875 and ISIN No. INE861H01012
9. RISK MANAGEMENT
During the year the company has developed and implemented Risk Management Policyconsistent with the provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to identify the elements of risk which may threaten theexistence of the Company and possible solutions to mitigate the risk involved.
10. FIXED DEPOSITS
During the year under review the Company did not raise funds by way of fixed depositsand as such no amount of principal or interest was outstanding as on the balance sheetdate.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF THE REPORT
There are no material changes affecting the financial position from the end ofFinancial Year i.e. 31st March 2018 till date.
12. DIRECTORS' RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the Directors have 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;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effecti vely.
(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
13. BOARD MEETINGS
The Board of Directors met Five times during this financial year. The details of themeetings are elaborated in the Corporate Governance Section of this Report.
14. DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 read with Schedules and Rules issued thereunder and under Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
15. BOARD & COMMITTEE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and under Regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.
16. SEPARATE INDEPENDENT DIRECTORS' MEETINGS
The Independent Directors meet at least once in a year without the presence ofExecutive Directors or Management representatives. They also have a separate meeting withthe Non-Executive Chairman to discuss issues and concerns if any.
The Independent Directors met on 30th March 2018 during the Financial Year ended 31stMarch 2018.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company proactively keeps its Independent Directors informed of the activities ofthe Company its management and operations and provides an overall industry perspective aswell as issues being faced by the industry.
18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Your Company believes in conducting its affairs in a fair and transparent manner whilemaintaining high standards of governance personal ethics and seeks to induce andrecognize the virtues of honesty integrity and accountability with ethical behavior andadherence to laws amongst its employees in the course of discharge of their duties andresponsibilities. The Company has adopted a Whistle Blower Policy and has established thenecessary vigil mechanism as defined under Regulation 22 of SEBI Listing Regulations fordirectors and employees to report concerns about unethical behavior. No person has beendenied access to the Chairman of the audit committee.
19. POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
20. AUDIT COMMITTEE
The details pertaining to composition of audit committee is included in the CorporateGovernance Report which forms part of Annual Report.
21. STATUTORY AUDITORS
The Board had appointed M/s. Sandeep Rathi & Associates Chartered Accountants(FRN # 113728W) to hold the office of the statutory auditor of the Company from theconclusion of the Thirty Third Annual General Meeting till the Annual General Meeting tobe held in the year 2020
and at a remuneration to be fixed by the Board of Directors in consultation with theauditorsplus reimbursement of out of pocket expenses incurred by them for the purpose ofaudit.
Further Certificate from the Auditors has been received to the effect that theirre-appointment if made would be within the limits prescribed under section 139 of theCompanies Act 2013.
22. STATUTORY AUDITORS' REPORT
The statutory auditors' report is self-explanatory. It does not require any comment asthere is no qualification in reports.
23. SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Kala Agarwal a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company.
24. SECRETARIAL AUDIT REPORT
The Secretarial Audit Report does not contain any qualifications reservations &explanations.
25. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as annexure to the Board's report asAnnexure - I.
26. DISCLOSURE RELATING TO SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURES:
The Company does not have any Subsidiary Company / Associate Company / Joint Ventures.
However Pursuant to first proviso to sub-section (3) of section 129 read with rule 5of Companies (Accounts) Rules 2014 Form AOC-1 is annexed to this report as Annexure -II.
27. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
Pursuant to the provisions of section 134 (3) (h) of the Companies Act 2013 read withRule 8 (2) of the Companies (Accounts) Rules 2014 Form AOC-2 is annexed to this reportas Annexure - III.
28. INTERNAL AUDIT SYSTEM
The Company's internal Auditors had conducted periodic audit to provide reasonableassurance that the Company's established policies and procedure have been followed.
29. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has a proper and adequate internal control system for all its activitiesincluding safeguarding and protecting its assets against any loss from its unauthorizeduse or disposition. All transaction are properly documented authorized recorded andreported correctly. The Company has well defined Management Reports on key performanceindicators. The systems are reviewed continuously and its improvement and effectiveness isenhanced based on the reports from various fields. Normal foreseeable risks to thecompany's assets are adequately covered by comprehensive insurance.
30. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 and theCompanies (Particulars of Employee) Rules 1975 names and other particulars of theemployees required are not given as none of the employee is covered under the saidprovisions of the Act.
31. ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate and has always carriedforward all its operations and procedures following environment friendly norms with allnecessary clearances.
Your Company has taken the following steps towards environment and Ecological balancein manufacturing of Castings.
Continuous plantation activities in and around the Factory as usual has helpedin keeping the environment pollution free.
32. CONSERVATION OF ENERGY
The Company has taken all possible measures for the conservation of energy byundertaking melting operations in consolidated and economical lot sizes for optimumutilizations of furnace.
33. FOREIGN EXCHANGE EARNING AND OUTGO
The information regarding the foreign exchange earnings and outgo is contained in Noteno. 41 to the Notes to Accounts.
34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no cases of sexual harassment filed during the year under review in termsof the provision of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
35. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Loans guarantees and investments covered under Section 186 of the Companies Act 2013are NIL as on 31.03.2018.
36. CORPORATE SOCIAL RESPONSIBILITY
As the Company does not fall in the mandatory bracket for Corporate SocialResponsibility pursuant to Section 135 of the Companies Act 2013 the Company did notadopt any activity pursuant to the same for the financial year 2017-18.
37. SHARE CAPITAL
a) Issue of Equity Shares:
No Equity Shares were issued in current financial year.
b) Issue of Sweat Equity Shares:
No Sweat Equity Shares were issued in current financial year.
c) Issue of Employee Stock Options:
No Employee Stock Options were issued in current financial year.
d) Provision of Money by Company for Purchase of Its Own Shares by Employees or byTrustees for the benefit of employees:
No provision is made by Company for purchase of its own shares by employees or bytrustees for the benefit of employees.
38. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All the Directors and the designated employees have confirmedcompliance with the Code.
The Directors wish to convey their appreciation to all the Company employees for theirenormous personal efforts as well as their collective contribution to Company's recordperformance.
The Directors would also like to thank their Shareholders Customers DealersSuppliers Bankers Financial Institutions Government Authorities and all Other BusinessAssociates for the continued support given by them to the Company and their confidence inthe Management.
|BY ORDER OF THE BOARD OF DIRECTORS ||BY ORDER OF THE BOARD OF DIRECTORS |
|FOR NITIN CASTINGS LIMITED ||FOR NITIN CASTINGS LIMITED |
|NIPUN KEDIA ||SHYAMLAL AGARWAL |
|DIRECTOR ||WHOLE-TIME DIRECTOR |
|DIN:02356010 ||DIN:00347757 |
|THANE 30TH DAY OF MAY 2018 || |