|BSE: 500730||Sector: Industrials|
|NSE: NOCIL||ISIN Code: INE163A01018|
|BSE 00:00 | 18 Aug||269.25||
|NSE 00:00 | 18 Aug||269.10||
|Mkt Cap.(Rs cr)||4,486|
|Mkt Cap.(Rs cr)||4485.97|
NOCIL Ltd. (NOCIL) - Director Report
Company director report
Your Board of Directors are pleased to present their Board Reporttogether with the Audited Financial Statements of the Company for the year ended March312022.
(Rs In Crores)
PERFORMANCE OF THE COMPANY
The year started with the 2nd COvID-19 wave resulting in a dip in salesvolumes during the first quarter due to lockdown at some of the customers ends.Thereafter your Company could register healthy sales volume for the remaining part of theyear on a consistent basis. Overall the annual sales volume recorded an increase of 16%.It is worthwhile to note that your Company for the second year in succession couldachieve double digit growth as against the industry long term trend of 3% - 4% over thelast 10 years.
The Board of Directors are pleased to inform you that your Company hasrecorded its highest ever revenue of Rs 1571 Crores for the year as against Rs 925 Croresduring the financial year 2020-21. This was on the back of growth in sales volume by 16%for the year under review and price corrections carried out on account of significant costincreases on inputs consumed towards the manufacture of rubber chemicals.
It is further reassuring to see that considering the challengesexperienced your Company could achieve this volume growth as against the growth in theglobal rubber consumption by 9.60% for the Calendar Year 2021. The performance during thelast quarter of the year has further demonstrated that your Company can touch many moreheights in the coming years.
Your Company continues to practice its ethical business strategy andall regular customers were served in a timely manner with the best quality and services ataffordable prices.
Your Company recorded a Net Domestic revenue of Rs 1004 Crores for theyear under review. The domestic business registered a growth of over 15% in volumeparameters. To maintain and garner additional market share the Company consciouslyundertook an aggressive pricing approach.
The continuing restrictions on import of tires into India enabled thedomestic customers to maintain their utilisation rate thus resulting in an improved demandfor rubber chemicals. De-risking of supply chain strategy initiated by some of ourcustomers created additional requirements from their end. In view of the substantialexpansion of capacities in place your Company could cater to the additional volumessought by its major customers.
The surge in the major input prices from the second half of 2021continues to be volatile with different challenges emerging from time to time. This evenled to disruptions in availability of inputs despite firm orders placed on the vendors bythe Company leave alone the substantial price increases of over 100% in some of the keyproducts. Fortunately price corrections initiated by our competitors on some of the keyproducts with some growth in specialised application products (largely meant for exports)ensured that our profit margins in absolute terms for the year showed significantimprovement.
It may be worthwhile to mention that these abnormal price increases ininputs are not sustainable in the long term given that the building blocks of these inputsdid not experience such massive increases and we as a Company do not believe in takingsubstantial price corrections other than the cost increases in absolute terms passed on tous or required to be borne by us. This led to some dips in gross margin percentage as in ahigh-cost regime the important point is to maintain the absolute margins adjusted forvolumes.
Though China accounts for 80% of the World's rubber chemicalproduction it only consumes about 35% of the same resulting in an exportable surpluswhich makes it possible to dump it into nearby markets including India given that theexports of Chinese rubber chemicals into USA attracts trade sanctions.
To counter the same your Company made necessary applications beforethe Director General of Trade Remedies (DGTR) for levy of anti-dumping duty in respect offour of the main products.
We are happy to inform that in all the 4 products the DGTR recommendedpositive final findings. In one of our main products the Central Government did notaccept the recommendation in view of the public interest.
In respect of the other 3 products the Central Government will notifythrough appropriate customs notification if they accept the recommendations of the DGTR.
For the year under review Exports showed a volume growth of 17%. Inview of our strategy of expanded presence in the international market your Company gotadditional orders in certain key accounts. The exports business activity ended with arecord revenue of Rs 567 Crores. In view of the additional capacities set-up we willcontinue to pursue further growth from the current level of volumes.
Your Company strategically continues to promote some high quality andhigh value speciality products in the export market which contribute significantly to theexport turnover and margins. With additional volumes available from our newly expandedPlants focus will be on long term business developments with our customers.
As stated above the production of all products was aligned with themarketing needs as per the customer enquiries. During the year after ensuring properCOvID protocols vaccination of employees across the Company all the manufacturing sitescould operate in a smooth manner with no major hurdles. In this process all operatingguidelines issued by the various regulatory bodies of the respective States have beencomplied with.
In line with the approvals from the customers for the new productsalong with increased offtakes from customers your Companys' operational parametersregistered a higher utilisation of the production capacities marking a growth of over 30%for the year under review.
On the input front Crude Oil price which started around USD 65 perBarrel at the beginning of the year experienced high volatility during the second half ofthe year. With the recent Russia-Ukraine war the crude oil prices touched a high of USD125 per Barrel in March 22. This led to increased prices of all crude oil derivatives.Since our major inputs are benzene derivatives your Company too had to expend high inputcosts as compared to the previous year.
The said factors led to skewed supply demand pattern in several of ourinputs some cases of force majeure logistic bottlenecks and scramble for securingsupply resulted in raw material prices skyrocketing with availability constraints. Thisresulted in significant cost increases in raw materials for your Company. Fortunately dueto the corrections undertaken by our competitors from Dec 20 onwards at regular intervalsby way of appropriate increase in the selling price of rubber chemicals your Companycould withstand this increase in input costs with no loss of margins.
It may be recalled that the Board of Directors of your Company hadapproved a capital expenditure of Rs 470 Crores in financial year 2017-18. In terms of thesaid plan besides the capex towards finished goods & intermediates that gotcommissioned in the previous years the residual part of utilities effluent treatmentetc. got completed during the year. Given that the finished products manufactured out ofthe Dahej expansion projects have started receiving customer approvals capacityutilisation will be scaled up in line with the commercial orders.
As stated in our earlier reports in view of the Company's comfortableliquidity position the entire capex was financed through internal accruals.
During the year the company judiciously utilised its resources andgenerated cash profits and thus were not required to utilise any fund based workingcapital faciltiies for most part of the year. The Company continues to enjoy thedebt free' status.
The Credit Ratings Agencies CARE and CRISIL Limited have reaffirmedratings as CARE AA (Double A) (Stable) and CRISIL AA for long term Bank Facilities (Termloan as well as Fund Based facilities) and CARE A1+ (A One plus) and CRISIL A1+ (stable)rating for short term Non-Fund Bank facilities respectively.
The Company forms part of the list of top 500 listed entities and top1000 listed entities based on Market Capitalisation as on March 31 2020. In view thereofpursuant to the provisions of Regulation 43A of the SEBI (listing Obligations andDisclosure Requirements) Regulations 2015 as amended at its meeting held on May 042018 the Board of Directors have approved the Dividend Distribution Policy effective fromthe Financial Year 2018-19. The said Policy is attached as Annexure "G" and isalso available on the Company's website the weblink of which is
The Board of Directors at its meeting held on May 17 2022 recommendeda dividend of Rs 3 per Equity share of the face value of Rs 10/- each to be paid to thoseshareholders whose names appeared in the Register of Members of the Company or in therecords of Depositories as beneficial owners of Equity Shares as on July 21 2022.
This is subject to the approval of the shareholders at the forthcoming60th Annual General Meeting convened on July 28 2022. The cash outflow on account ofdividend (if approved) will involve a sum of Rs 50 Crores (Previous year Rs 33 Crores)which will be utilised from the Free Reserves prevailing as on the date of 60th AnnualGeneral Meeting.
Transfer of Unpaid Dividend and corresponding Equity Shares to theInvestor Education and Protection Fund (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013 readwith the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theIEPF Rules") all unpaid or unclaimed dividends are required to transferred by theCompany to the IEPF; established by the Government of India after completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority.
The total amount lying in the Unclaimed Dividend Account of the Companyas on March 31 2022 in respect of the last seven years from 2014-15 to 2020-21 is Rs 3.82Crores.
During the year all unclaimed / unpaid dividend up to 201314 amountingto Rs 0.23 Crores have been transferred to the Investor Education and Protection Fund andunclaimed / un-encashed dividend for 2014-15 paid on July 23 2015 is due for transfer toIEPF on August 29 2022. As per the IEPF Rules as amended the due date for transfer ofEquity Shares in respect of Dividend pertaining to the Financial Year 2013-14 was August06 2021. The Company had intimated individually to concerned shareholders and publishednecessary notice in the newspapers intimating the shareholders about the impendingtransfer and the modus operandi for claiming the same.
In compliance with the Amended Rules during the year the Company hastransferred 104627 Equity shares to the designated demat account opened by IEPFAuthority with NSDL through Punjab National Bank belonging to those shareholders holdingshares both in dematerialised form as well as physical form who had not encashed theirDividend for a period of 7 years or more beginning from the Financial Year 2013-14. Theshares held in demat / physical mode were transferred in September 2021.
The Company has also uploaded the details of the shareholders whoseshares were liable to be transferred to IEPF on its website viz. www.nocil.com.
The nodal officer for the purpose of IEPF is Mr. Amit K. VyasAssistant Vice-President (Legal) & Company Secretary of the Company. The details ofthe same are mentioned on the website of the Company. The web link is:
The Company does not any accepts deposits from public and hence thereare no outstanding/unclaimed deposits as of March 31 2022.
The Company has taken all the necessary steps to insure its propertiesand insurable interests as deemed appropriate and as required under the variouslegislative enactments. There were no major incidents or accidents to warrant Insuranceclaims during the year under review. In terms of the applicable COvID-19 regulations theCompany undertook the insurance cover to address the potential hospitalisation issues inrespect of its employees as well as regular contract work force.
Health Safety and Environment (HSE)
Health Safety and Environment continue to be at the core of NOCIL'slong term sustainable growth strategy. Our commitment to the HSE issues ensures cleanenvironment and safety of all the employees community around all the manufacturinglocations and all the stakeholders. We care for nature and operate in an environmentfriendly manner complying with all safety and environmental standards and employingbest-in-class practices.
Your Company is a "Responsible Care" logo holder whichensures continuous improvements in the areas of environmental protection health safetyand secured transportation of raw materials and finished products. Implementation ofResponsible Care guiding principles systematically ensures the highest standards of HSE inthe Company and the periodic audits assess continuous improvement.
Though the effects of the COvID pandemic were largely overcome duringthe year we continue to follow certain essential protocols to ensure no further impact.All the employees including their family members and all the contractor employees wereprovided with free vaccination by the Company. During the last Omicron' wavethere were few cases of infection which were very mild in nature and there was no impacton the continuity of the operations and the business. The Occupational Health Centre ofyour Company continues to provide all the necessary awareness inputs and medical help tothe employees.
We have very well laid down policies procedures practices andsystems in place for Health Safety and Environment related issues. Necessary traininginputs are provided to all the employees including contract employees and strictadherence to the protocols are monitored through regular auditing reporting of incidencesand timely preventive and corrective measures leading to continuous improvements. Safepractices are encouraged by conducting various annual competitions and rewarding theemployees.
Regular workplace monitoring is carried out for Volatile OrganicCompounds (VOC) Noise and Illumination levels Ambient air quality etc. to ensure safeand healthy work environment. Weekly firefighting drills and half yearly DisasterManagement Plan drills are conducted to prepare the internal firefighting teams to be inreadiness at all the time.
Process Safety Measures are given highest priority and laid downPre-Start Up Safety Review (PSSR) procedures are followed before starting up of any Plantoperations. Similar procedures are followed for Plant shutdowns and stoppages. ProcessSafety issues are thoroughly analysed using HAZOP/HAZAN / LOPA techniques and findings areimplemented.
Your Company endeavors to not only meet the prescribed environmentalstandards but also strives to implement innovative technologies which encompass greenchemistry. Research Centre has an exclusive team focusing on environmental research andgreen chemistry. Your Company focuses on strategies to reduce consumption of naturalresources including electricity and water.
Your Company will continue to assume the role of a responsible citizenand adopt and implement strategies to meet the climate change challenges.
Total Quality Management (TQM)
The primary focus of TQM in your Company is to improve customersatisfaction by having a high customer focus and consistently meeting customerexpectations across the organisation. TQM is an integral part of the business fromsourcing of inputs to meeting the customer's needs.
Your Company over the years has established systems and processes toadhere to international business process standards at each step and build on continualimprovement recommendations emanating from various audits by suppliers customers andcertifying agencies.
TQM initiatives by your Company which ensure right quality of productand services have enhanced the competitiveness of the business and are one of the primeenablers for growth.
Your Company is certified for ISO 14001: 2015 (Environment ManagementSystem) ISO 45001: 2018 (Occupational Health & Safety Management System) ISO 50001:2018 (Energy Management System).
Your Company is amongst the select 75 companies in the country which iscertified for "Responsible Care". "Responsible Care" is a ChemicalIndustry initiative which calls on Companies to demonstrate their commitment to improveall aspects of performance which relate to protection of health safety and environment.Your Company enjoys the privilege of using Responsible Care logo.
Your Company has adopted "5 S - Workplace organisationmethod"' to improve productivity safety and to reduce wastage as a part of normalwork practices.
Quality Assurance and Marketing Technical Service laboratories at NaviMumbai location are accredited as per ISO 17025:2017.
Your Company has all the basic elements and practices in place for theESG (Environment Social & Governance) guiding principles and all initiatives in thisregard together with the associated risks are periodically reviewed by the Risk ManagementCommittee of the Board as a part of Enterprise Risk. As per SEBI directions the Company isgearing up for preparation of the Business Responsibility and Sustainability Report (BRSR)covering ESG (Environment Social and Governance) parameters.
Research & Development (R&D)
The Research & Development Centre of your Company endeavours todevelop products and processes for a sustainable future & benefit the customers. TheR&D Centre of the Company has been recognized by the Department of Scientific andIndustrial Research Ministry of Science & Technology. The R&D Centre is alsoinvolved in collaborative research with Education Institutions and CSIR for exploringnewer domains.
The R&D Centre has the following main objectives and each group hasspecialised knowledge in their respective areas.
Continuous improvement in the existing process to (a) achieve highervolumes in the same hardware by process changes; (b) continuous improvement in productquality; (c) support Technology for debottlenecking of the Plants; (d) to be better inenvironment standard than stipulated norms.
To scan the perceived needs of the customer and develop products whichare future ready and meet the green chemistry norms. To develop environmental strategiesand processes in line with the current and future sustainability needs.
Continuous assessment of new technologies being developed in the Worldand evaluate the adoptability for product and process improvements. Development of nicheproducts and intermediates by novel processes & technologies.
Implementation of 3R (Reduce Recycle and Reuse) strategies forreducing carbon and water footprint in our manufacturing processes.
R&D efforts in the above areas resulted in increasing productionvolumes reduced raw material & energy consumption and reduced environmental emission.The top management is regularly supporting to strengthen the R&D Infrastructure andresources and encouraging R&D team in exploring various Research activities in linewith Company's objectives.
Risk Assessment and Management Your Company has a well-defined RiskManagement System in place as a part of its good Corporate Governance practices. YourCompany has assigned the ownership of key risks to various Risk Owners and has made theconcerned department(s) and official(s) responsible for mitigation plans and review ofthese risks from time to time. The risks are identified at various departmental levels andsuitable mitigation measures are thereafter adopted. These are further subjected to aquarterly review by the Risk Management Committee as well as the Board. The Business plansare devised and approved by the Board keeping in mind risk factors which can significantlyimpact the performance of the business. All major capital expenditure commitments aresubjected to thorough scrutiny by the Board and investments are permitted only on beingsatisfied about their return or utility to the Company. Expansion projects are subject todetailed risk assessment and sensitivity tests and approved only after found to passeligibility criteria.
In terms of the applicable regulations the Board has constituted theRisk Management Committee (RMC) w.e.f. April 2019 as required under Regulation 21(4) ofSEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018. TheRMC specifically covers inter alia the risk factors related to Cyber Security. Thecomposition of the RMC its terms of reference and number of committee meetings held duringthe year are given in the Corporate Governance Report. The Company has also approved aRisk Management Policy to address any risk factors that may arise on account of theregulatory changes/ amendments as applicable to the Company are being followed andmonitored closely. SEBI amended Regulation 21 of the SEBI (LODR) Regulations 2015 w.e.fMay 06 2021 relating to the role and functioning of the Risk Management Committee. TheCompany's Risk Management Committee is in compliance with the amended Regulation 21.
The Risk Management Policy has been modified and uploaded on theCompany's website. The link for accessing the said Policy is given here below:
Internal Control Systems and their Adequacy
Adequate internal controls systems and checks are in placecommensurate with the size of the Company and the nature of its business. The Managementexercises financial control on the Company's operations through a well-defined budgetmonitoring process and specifying standard operating procedures. Your Company hasappointed an external professional agency M/s. Aneja Associates Chartered Accountants toconduct the internal audit and the findings and recommendations of the Internal Auditorsare placed before the Audit Committee of your Board regularly.
The Internal Auditors monitor and evaluate the efficacy and adequacy ofinternal controls in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalauditors the Management undertakes corrective action in the respective areas and therebyfurther strengthens the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board. The Audit committee of theBoard ensures that necessary corrective actions suggested are put in place. In additionduring the year under report the Audit Committee and the Board have specifically reviewedthe Internal Financial Controls with reference to the Financial Statements and processprevalent in the Company. On a case-to-case basis the Board also engages the services ofprofessional experts in the said field to ensure that adequate financial controls andsystems are in place. At the end of a period the Managing Director and the ChiefFinancial Officer (CFO) give a declaration in the prescribed format to certify that thefinancial statements prepared are accurate and complete in all aspects and that there areno significant issues that can impair the financial performance of the Company. Overallthe Internal as well Statutory Auditors were satisfied with the Internal Control Systemsincluding Compliances and SAP - IT related security.
Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism Policy to deal with an instances offraud or mismanagement if any. It is heartening to note that no untoward or fraud casewas reported.
The link of the Policy is mentioned asbelow:https://www.nocil.com/images/fckeditor/file/NOCIL_Vigil_Mechanism.pdf
Policy on Prevention of Sexual Harassment of Women at Workplace
As per the requirements of section 4 of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 an appropriate Committeehas been formed to attend to the complaints of the sexual harassment at workplace if anymade by female employees. The committee of 4 members comprises of two women employeesVice President-Human Resources and a practicing Advocate in the field of Labour Laws andRegulations. The Company has in place a Policy on the Prevention of Sexual Harassment.During the year under review no complaints were received.
The Board regrets to report the sad demise of Mr N. Sankar IndependentDirector who expired on April 17 2022 after a brief illness. Late Mr. N. Sankar who hadbeen on the Board of the Company since July 29 2005 was a man of great intellect visionand courage who contributed immensely to the development of Indian industry on the globalstage. Late Mr. N. Sankar has left behind a powerful legacy of humility simplicity anddedication that will stay with us. Your Directors would like to place on record theirhighest gratitude and appreciation for the guidance given by Late Mr. N. Sankar to theBoard during his tenure as a Director
Number of Board Meetings
The Board of Directors met seven (7) times during the financial yearunder review as per details stated in the Corporate Governance Report.
Details of Committee Meetings Audit Committee Meeting
The members of Audit Committee met six (6) times during the financialyear under review as per the details stated in the Corporate Governance report.
Nomination & Remuneration Committee Meeting
The members of Nomination & Remuneration Committee met once duringthe financial year under review as per the details stated in the Corporate Governancereport.
Stakeholders' Relationship and Investors' Grievance Committee
The members of Stakeholders' Relationship and Investors' GrievanceCommittee met once during the financial year under review as per the details stated inthe Corporate Governance report.
Risk Management Committee
The members of Risk Management Committee met three (3) times during thefinancial year under review as per the details stated in the Corporate Governance report.
Corporate Social Responsibility Committee
The members of Corporate Social Responsibility Committee met three (3)times during the financial year under review as per the details stated in the CorporateGovernance report.
Composition of Audit Committee:
The total strength of the Audit Committee is 5 Directors all of whomare Independent. The norms require atleast 2/3rd of the members to be IndependentDirectors.
The composition of the Audit Committee is given below:
During the year under review all the recommendations made by the AuditCommittee were accepted by the Board.
Pursuant to the applicable provisions of the Companies Act 2013 asamended from time to time and Regulations 17 and 25 of the SEBI (listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance of individual Directors as well as theevaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The various criteria considered for evaluation of Whole Time / ExecutiveDirectors included qualification experience knowledge commitment integrityleadership engagement transparency analysis decision making governance etc. The Boardcommended the valuable contributions and the guidance provided by each Director inachieving the desired levels of growth. This is in addition to evaluation ofNon-Independent Directors and the Board as a whole by the Independent Directors at theirseparate meeting being held every year.
Declaration by the Independent Directors
As required under Section 149(7) of the Companies Act 2013 read withSEBI (listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018 theIndependent Directors have placed the necessary declarations of their independence interms of the conditions laid down under Section 149(6) of the Companies Act 2013 asamended at the Board Meeting held on Thursday April 14 2022. Further pursuant to theCompanies (Appointment and Qualification of Directors) Rules 2014 as amended the saiddeclarations also include a confirmation to the effect that the Independent Directors haveincluded their names in the Database maintained by the Indian Institute of CorporateAffairs and have paid the necessary fees for the said registration.
Familiarisation Programme for the Independent Directors
The Company provides suitable familiarisation programmes to IndependentDirectors to help them familiarise with the nature of the Industry in which the Companyoperates and the business model of the Company in addition to regular presentation onexpansion plans and their updates technical operations marketing and exports andfinancial statements. In addition to the above the Directors are periodically advisedabout the changes effected in the Corporate Laws Listing Regulations about their rolesrights and responsibilities as Directors of the Company. There is a regular interactionof Directors with the Key Management Personnel of the Company. The details of thefamiliarisation programme have been disclosed and updated from time to time on theCompany's website and its web link is:
Directors' Responsibility Statement
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134 (3)(c) of the Companies Act 2013:
(a) That in the preparation of the Annual Financial Statements for theYear ended March 31 2022 the Indian Accounting Standards (Ind AS) the provisions of theCompanies Act 2013 as applicable and guidelines issued by the Securities and ExchangeBoard of India (SEBI) have been followed along with proper explanations relating tomaterial departures if any;
(b) That such accounting policies as mentioned in Note 1 forming partof the Financial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent to give a true and fair view ofstate of affairs of the Company as of March 31 2022;
(c) That proper and sufficient care has been taken 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 proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;
(f) That proper systems are devised to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively;
(g) That all the applicable Secretarial Standards have been compliedwith by the Company during the year under review.
The above assessment of the Board was further strengthened by periodicreview of internal controls by both Internal as well as the Statutory Auditors.
During the Financial Year 2014-15 based on the recommendations of theNomination & Remuneration committee the Board of Directors approved a Policy forselection and appointment of Directors Senior Management and their remuneration.
There has been a change in the said Policy during the financial year.Necessary amendments to the Policy have been carried out in line with the regulatoryrequirement.
The weblink of the Policyis:http://www.nocil.com/images/fckeditor/file/Remuneration-Policy.pdf.
Related Party Transactions
All related party transactions that were entered into during thefinancial year were at an 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 and Key Managerial Personnel wholly owned subsidiary Company orother designated persons which may have a potential conflict with the interest of theCompany at large except as stated in the Financial Statements / Directors' Report.
As per the Related Party Transactions Policy approved by the Board ofDirectors of the Company during the year under review the Company has entered intorelated party transactions based upon the omnibus approval granted by the Audit Committee.The Audit Committee reviewed such transactions on quarterly basis for which omnibusapproval was given.
Particulars of contracts or arrangements with Related Parties asreferred to in Section 188(1) of the Companies Act 2013 along with the disclosures asmentioned in Schedule v of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in the prescribed form AOC-2 for 2021-22 are given in Annexure"F".
SEBI has vide notification Nos SEBI /LADNRO/GN/2021/55 dated November09 2021 and SEBI/HO/CFD/CMD1/ CIR/P/2021/662 dated November 22 2021 made amendments tothe SEBI (LODR) Regulations 2015 with regard to Related Party Transactions (RPTs). Mostof the amendments are effective from April 01 2022 whereas some are effective from April01 2023. The Company is in compliance with the said amended Regulations. However thecurrent Related Party transactions (RPT) policy was amended/modified suitably to reflectthe amended Regulations and uploaded on the Company's website.
The weblink of the Policy is as under:http://www.nocil.com/images/fckeditor/file/Policy-on-Related-Party-Transaction.pdf
Loans Guarantees or Investments
Particulars of loans guarantees or investments under Section 186 ofthe Companies Act 2013 are given in the Notes forming part of Financial Statements forthe year ended March 31 2022.
Extract of Annual Return
Extract of Annual Return for the Financial Year ended March 31 2022 asrequired by Section 92 (3) of the Companies Act 2013. The weblink of the same ishttps://www.noci!. com/images/fckeditor/file/Draft%20Annual%20Return%20 2021-22.pdf
Subsidiary Company Associates and Joint Ventures
PIL Chemicals Limited (PIL) a Wholly Owned Subsidiary (WOS) hasrecorded a Total Income of Rs 18.95 Crores and Profit before Tax of Rs 2.84 Crores forthe year under review. The Board of Directors of PIL declared a total Dividend of Rs1.20/-per share. (Previous year Dividend was Rs 1.20/- per share).
The Company does not have any material subsidiary however the Companyhas formulated a policy for determining material subsidiary(ies) and such policy has beendisclosed on the Company's website and its weblink ishttp://www.nocil.com/images/fckeditor/file/Policy-on- Material-Subsidiaries.pdf.
Pursuant to the requirements of Regulation 34 (3) read with Schedule vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thedetails of Loans / Advances made to and investments made in the subsidiary Company havebeen furnished in the Notes forming part of the Accounts.
A statement containing the salient features of the financial statementof the Company's Wholly Owned Subsidiary (WOS) under the provisions of section 129(3) ofthe Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 has beenannexed in prescribed Form AoC -1.
The audited accounts of the WOS Company are placed on the Company'swebsite and the members interested in obtaining copy of Annual Report of the WOS Companyare requested to get in touch with the Office of the Company Secretary.
Further the Company does not have any joint venture or associatecompanies during the year or at any time after the closure of the year and till the dateof the report.
Consolidated Financial Statements
Consolidated Financial Statements are prepared by the Company inaccordance with the applicable Indian Accounting Standards (Ind AS) issued by the Ministryof Corporate Affairs and the same together with Auditors' Report thereon form part of theAnnual Report. The financial statements have been prepared as per Division II of ScheduleIII issued by the Ministry of Corporate Affairs vide its Notification dated 6th April 2016as amended from time to time.
The relations during the year between the Employees and theManagement of your Company continued to be cordial.
Your Directors wish to thank all the employees for their continuedsupport and co-operation during the year under review.
In terms of your approval read with the SEBI (Employees Stock OptionScheme and Employees Stock Purchase Scheme) Guidelines 1999 as amended the detailsrequired to be provided under the said Guidelines set out in Annexure "C" tothis Report.
Particulars of Employees
The information required under section 197 of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016 in respect of employees of the Company is provided in Annexure"E".
Appointment/Reappointment of Directors and Key Managerial Personnel
Pursuant to Section 152(6) of the Companies Act 2013 and the Articlesof Association of the Company Mr. Priyavrata H Mafatlal Non -Executive Director retiresby rotation at the forthcoming 60th Annual General Meeting. Being eligible he offershimself for re-appointment.
Appointment of Mr. Anand V.S. as the Deputy Managing Director
Mr. Anand v.S. has been appointed as the Deputy Managing Director ofthe Company for a period of 5 years with effect from March 02 2022 to March 01 2027.TheCompany has secured the approval of the Shareholders for his appointment by way of passingan Ordinary Resolution through the mechanism of the Postal Ballot. The details of thePostal Ballot are given under the Corporate Governance section of the Annual Report.
Re-appointment of Mr. S.R. Deo as the Managing Director for a period ofOne (1) Year
Mr. S.R. Deo was appointed as the Managing Director of the Company fora period of 5 years w. e. f. August 01 2017 to July 31 2022 by a Special Resolutionpassed by the Shareholders at the Annual General Meeting held on July 27 2017. The tenureof Mr. S.R. Deo as the Managing Director thus expires on July 31 2022.
Having regard to his critical role in Management of the operations andgiven his vast experience with the Mafatlal Group it is proposed to extend histenure/re-appoint him as the Managing Director of the Company for a period of 1 year w.e.fAugust 01 2022 to July 312023.
There has been no change in Key Managerial Personnel of the Companyduring the year.
M/s. Kalyaniwalla & Mistry LLP Chartered Accountants Mumbai(Registration No. 104607W/W100166) were appointed as Statutory Auditors of the Company atthe 55th Annual General Meeting (AGM) held on July 27 2017 for a period of five (5) yearsand hence their first term comes to an end on the conclusion of the 60th Annual GeneralMeeting convened on July 28 2022. In terms of section 139 (2) (b) of the Companies Act2013 an Audit firm is entitled to be appointed or re-appointed as the Statutory Auditorof the Company for a maximum of two terms of five consecutive years. Thus M/s Kalyaniwalla& Mistry LLP are entitled to be re-appointed for a second term of five years up tothe conclusion of the 65th Annual General Meeting of the Company to be held in the year2027. M/s. Kalyaniwalla & Mistry LLP have given their consent for theirre-appointment as Statutory Auditors of the Company and have certified that theirre-appointment if made will be within the limits prescribed under the provisions ofSection 139 of the Companies Act 2013 (the Act') and the Rules made thereunder.M/s. Kalyaniwalla & Mistry LLP have confirmed that they are eligible for the proposedappointment under the Companies Act 2013 the Chartered Accountants Act 1949 and theRules or Regulations made thereunder. The said firm has reported their independence fromthe Company and its subsidiary according to the Code of Ethics issued by the Institute ofChartered Accountants of India (ICAI') and the ethical requirements relevant toaudit. The Board of Directors at their meeting held on February 04 2022 (based on therecommendations of the Audit Committee meeting held on the same date) and subject toapproval of Members /Shareholders at the 60th Annual General Meeting convened on July 282022 re-appointed M/s. Kalyaniwalla & Mistry LLP as Statutory Auditors of theCompany to hold the office as Statutory Auditors for the second and final term from theconclusion of this 60th Annual General Meeting till the conclusion of its 65th AnnualGeneral Meeting i.e. till conclusion of Annual General Meeting to be held during the year2027 for conducting Statutory Audit for the Financial Years 2022-23 to 2026-27.
Explanations or comments on the qualification reservation adverseremark or disclaimer made by the Statutory Auditors or by the Company Secretary inpractice in their report
During the year under review there is no qualification reservation oradverse remark or disclaimer made by the Statutory Auditors appointed under section 139 ofthe Companies Act 2013. Hence the need for explanation or comments by the Board does notarise. The report of the Statutory Auditors forms a part of the financial statements.
During the year under review there were no material or seriousinstances of fraud falling within the purview of Section 143 (12) of the Companies Act2013 and Rules made there under by officers or employees reported by the StatutoryAuditors of the Company during the course of the audit conducted and therefore no detailsare required to be disclosed under Section 134 (3) (ca) of the Act.
Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the cost audit recordsmaintained by the Company are required to be audited.
M/s. Kishore Bhatia & Associates the Cost Auditors have given aCertificate to the effect that the appointment if made will be within the prescribedlimits specified under section 141 of the Companies Act 2013.
The Audit Committee has obtained the requisite certificate from theCost Auditor certifying their independence and arm's length relationship with the Company.The Cost Audit Report in respect of 2020-21 was filed on October 19 2021 and the Reportfor the Financial Year 2021-22 will be filed within the time limit as prescribed under theCompanies (Cost Records and Audit) Rules 2014.
Your Directors on the recommendation of the Audit Committee appointedM/s Kishore Bhatia & Associates to audit the cost accounts of the Company for thefinancial year 2022-23 on a remuneration of Rs 8.00 lakhs.
As required under the Companies Act 2013 the remuneration payable tothe Cost Auditor is placed before the Members for their approval and ratification.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors had appointed M/s. Makarand M. Joshi & Co. Company Secretaries afirm of Company Secretaries in Practice to carry out the Secretarial Audit of the Companyfor 2021-22. The Report of the Secretarial Audit is annexed herewith as Annexure"B".
The Secretarial Audit Report does not contain any qualificationsreservations or adverse remarks or disclaimer.
Further PIL Chemicals Limited is the only Wholly Owned Subsidiary(WOS) of the Company and is not a material unlisted subsidiary. Therefore the provisionsregarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI (ListingObligations and Disclosure Requirements) 2015 as amended do not apply to PIL Chemicalslimited.
Report on Corporate Governance
As per Regulation 34 read with Schedule v (C) of SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 a separate sectionon Report on Corporate Governance practices followed by the Company together with acertificate received from the Company's Secretarial Auditor confirming compliance isattached.
Report on Management Discussion and Analysis
As required under Regulation 34 read with Schedule V (B) of SEBI(Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018 report on"Management Discussion and Analysis" is attached and forms a part of thisReport.
Business Responsibility Report
The Company forms part of top 1000 listed entities based on marketcapitalisation calculated as on March 31 2021. In view of this as required underRegulation 34(2)(f) SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 a report on Business Responsibility is attached and forms a part ofthis report.
Corporate Social Responsibility
In line with the provisions of the Companies Act 2013 as amended fromtime to time and the Rules framed there under with respect to the Corporate SocialResponsibility (CSR) the Company has formulated a Policy on CSR and has also constituteda CSR Committee to recommend and monitor expenditure on CSR. In terms of the requisiterequirements due processes and controls have been set up by the Company to ensure thatall CSR contributions sanctioned by the CSR committee are expended by the relevantorganisations for the purpose for which they were sanctioned.
The details of CSR Expenditure are given in the prescribed format andforms part of this Report.
The same is annexed as Annexure "A".
The Company continues to actively support deserving social causes forimprovement and upliftment of various sections of the society as has been its practice forpast several years.
Additional information on conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed in terms ofsection 134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 is set out in Annexure "D" and forms a part of thisReport.
Your Directors would like to draw your attention to Section 20 of theCompanies Act 2013 read with the Companies (Management and Administration) Rules 2014as may be amended from time which permits paperless compliances and service ofnotice/documents (including annual report) through electronic mode to its members. Tosupport this green initiative of the Central Government in full measure we hereby onceagain appeal to all those members who have not registered their e-mail addresses so farare requested to register their e-mail address in respect of electronic holdings withtheir concerned depository participants and / or with the Company.
Further the Company shall also sent the Annual Report for F.Y. 2021-22to all the shareholders through electronic means as per the relaxations provided by MCACircular dated May 05 2020 Janaury 13 2021 and December 14 2021 and SEBI Circulardated May 12 2020 January 15 2021 and May 13 2022 due to COvID-19 pandemic which shallalso enhance the Green Initiative measures taken by the Company.
Your Directors state that no disclosures or reporting is required inrespect of the following items as there were no transactions on these items during theyear under the review:
a) No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
b) Issue of Equity Shares with differential voting rights dividend orotherwise as per Section 43(a)(ii) of the Companies Act 2013.
c) Issue of Shares including Sweat Equity Shares to the employees ofthe Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act2013.
d) No instances of non-exercising of voting rights in respect of sharespurchased directly by employees under a scheme pursuant to Section 67(3) of the CompaniesAct 2013
e) There was no revision to the financial statements for the year underreview.
Your Directors would like to acknowledge the continued support andco-operation from its Bankers Government Bodies and Business Associates which has helpedthe Company to sustain its growth during the year.
For and on behalf of the Board of Directors