The Directors have the pleasure in submitting the Thirty Fifth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report for the financial year ended 31st March, 2018.
1. FINANCIAL RESULT
The performance of the Company for the financial year ended 31st March, 2018 is summarized below:
(Rs. in lakhs)
Particulars
|
Current Year
(Rs.)
|
Previous Year
(Rs.)
|
Total Revenue
|
6,024.45
|
6,932.21
|
Expenditure (excluding Depreciation and Amortization)
|
5,549.40
|
6,381.48
|
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
|
1,642.35
|
1,517.58
|
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
|
1,709.47
|
1,642.35
|
2. BUSINESS RESULTS
During the year under review, your Company has registered a Turnover of Rs. 6,024.45 Lakhs as against Rs. 6,932.21 Lakhs in the previous year. The Profit before taxes in the current year is Rs. 88.90 Lakhs as against Rs. 173.16 Lakhs in the previous year and profit after taxes are Rs. 84.26 Lakhs as against Rs. 117.67 Lakhs in the previous year.
3. FINANCE
Cash and cash equivalents as at 31st March, 2018 was Rs. 197.22 Lakhs. The company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management's discussion and analysis is set out 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 of Corporate 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 qualification, reservation or adverse remark.
6. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum 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.
7. DIVIDEND
Your Directors have recommended dividend Rs. 1/- per equity share (10%) for the financial year ended 31st March, 2018, amounting to Rs. 25.71 Lakhs. The dividend payout is 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 on 1st August, 2018 in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository 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 scrip code is 508875 and ISIN No. INE861H01012
9. RISK MANAGEMENT
During the year, the company has developed and implemented Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements of risk which may threaten the existence 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 deposits and, as such, no amount of principal or interest was outstanding as on the balance sheet date.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There are no material changes affecting the financial position from the end of Financial 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 hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls were adequate and were operating effectively.
(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
13. BOARD MEETINGS
The Board of Directors met Five times during this financial year. The details of the meetings are elaborated in the Corporate Governance Section of this Report.
14. DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedules and Rules issued thereunder and under Regulation 25 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 the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
16. SEPARATE INDEPENDENT DIRECTORS’ MEETINGS
The Independent Directors meet at least once in a year, without the presence of Executive Directors or Management representatives. They also have a separate meeting with the Non-Executive Chairman, to discuss issues and concerns, if any.
The Independent Directors met on 30th March, 2018 during the Financial Year ended 31st March, 2018.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company proactively keeps its Independent Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well 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 while maintaining high standards of governance, personal ethics and seeks to induce and recognize the virtues of honesty, integrity and accountability with ethical behavior and adherence to laws, amongst its employees in the course of discharge of their duties and responsibilities. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI Listing Regulations for directors and employees to report concerns about unethical behavior. No person has been denied 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 Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. 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 Corporate Governance 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 the conclusion of the Thirty Third Annual General Meeting till the Annual General Meeting to be held in the year 2020 and at a remuneration to be fixed by the Board of Directors in consultation with the auditors, plus reimbursement of out of pocket expenses incurred by them for the purpose of audit.
Further, Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013.
22. STATUTORY AUDITORS’ REPORT
The statutory auditors' report is self-explanatory. It does not require any comment as there 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 has appointed Ms. Kala Agarwal, a firm of Company Secretaries in Practice to undertake the Secretarial 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 the Annual Return in the prescribed format is appended as annexure to the Board's report as Annexure - 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 5 of 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 on 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 with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a 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 with Rule 8 (2) of the Companies (Accounts) Rules, 2014, Form AOC-2 is annexed to this report as Annexure - III.
28. INTERNAL AUDIT SYSTEM
The Company's internal Auditors had conducted periodic audit to provide reasonable assurance 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 activities including safeguarding and protecting its assets against any loss from its unauthorized use or disposition. All transaction are properly documented, authorized, recorded and reported correctly. The Company has well defined Management Reports on key performance indicators. The systems are reviewed continuously and its improvement and effectiveness is enhanced based on the reports from various fields. Normal foreseeable risks to the company'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 the Companies (Particulars of Employee) Rules, 1975, names and other particulars of the employees required are not given as none of the employee is covered under the said provisions of the Act.
31. ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate, and has always carried forward all its operations and procedures following environment friendly norms with all necessary clearances.
Your Company has taken the following steps towards environment and Ecological balance in manufacturing of Castings.
Continuous plantation activities in and around the Factory as usual has helped in keeping the environment pollution free.
32. CONSERVATION OF ENERGY
The Company has taken all possible measures for the conservation of energy by undertaking melting operations in consolidated and economical lot sizes for optimum utilizations of furnace.
33. FOREIGN EXCHANGE EARNING AND OUTGO
The information regarding the foreign exchange earnings and outgo is contained in Note no. 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 terms of the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and 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, 2013 are NIL as on 31.03.2018.
36. CORPORATE SOCIAL RESPONSIBILITY
As the Company does not fall in the mandatory bracket for Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 the Company did not adopt 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 by Trustees for the benefit of employees:
No provision is made by Company for purchase of its own shares by employees or by trustees 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 view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have confirmed compliance with the Code.
39. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all the Company employees for their enormous personal efforts as well as their collective contribution to Company's record performance.
The Directors would also like to thank their Shareholders, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all Other Business Associates for the continued support given by them to the Company and their confidence in the 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
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