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Directors Report of Nilkamal Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 30th Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2016.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the financial year ended March 31, 2016 is summarised below:-

(Rs. in Lacs)

2015-2016 2014-2015

Gross Turnover and Other Income 201,296 191,896

Net Turnover and Other Income 187,946 179,291

Profit before Depreciation and Tax 20,592 11,427

Less: Depreciation on Fixed Assets 5,263 5,376

Profit before Tax 15,329 6,051

Less: Provision for Taxes 4,940 1,805

Profit after Tax 10,389 4,246

Amount Available for Appropriations 30,596 21,870

Less: Appropriations:

i) Interim Dividend 1,045 -

ii) Proposed Final Dividend - 672

iii) Total Tax on Dividend 96 101

iv) Transfer to General Reserves 5,000 890

Leaving a Balance to be carried forward 24,455 20,207

Earnings Per Share (Rs.) 70 28

Cash Earnings Per Share (Rs.) 105 64

Book Value per Share (Rs.) 392 330

YEAR IN RETROSPECT

During the financial year 2015-2016, your Company has recorded a gross turnover of Rs. 200,376 lacs up from Rs. 191,271 lacs of the previous financial year. Profit before Tax was up by 153% from Rs. 6,051 lacs to Rs. 15,329 lacs due to softening of the raw material prices alongwith the improved operational efficiencies. Consequently the earnings per share also went up from Rs. 28 to Rs. 70. The plastic business has achieved a volume growth of 3% and value growth of 5%.

The performance of the Company''s retail business operated under the brand name ''@home'' had witnessed an upturn, achieving turnover of Rs. 23,805 lacs, which was up by 9% vis-a-vis Rs. 21,750 lacs of the previous financial year. The Company''s 16 @home stores are spread PAN India in 12 cities.

RESERVES

Your Directors proposes to carry a sum of Rs. 5,000 lacs to the General Reserve Account out of the profits available.

DIVIDEND

During the year under review, your Company had declared interim dividend twice, the first interim dividend of Rs. 2.50 i.e. 25% on November 5, 2015 and the second interim dividend of Rs. 4.50 i.e. 45% on March 14, 2016, thus aggregating to Rs. 7.00 i.e. 70% for the financial year 201 5-2016. Considering the aforesaid interim dividends, the Company has not recommended any final dividend for the financial year 201 5-2016 on the equity shares of the Company.

The total outflow on account of the interim dividends (including distribution tax, surcharge and education cess) amounts to Rs. 1,141 lacs for the financial year 201 5-2016.

AWARDS AND RECOGNITIONS

Your Company constantly strives towards reducing carbon foot prints, energy conservation and preserving the environment by adopting right practices for saving the scarce resources. In recognition of the same, all the Company''s units have been awarded the ISO 50001:2011 EnMS Certifications form TUV-SUD Germany.

Further, with its drive to obtain Quality Management and Energy Efficiency, your Company has achieved the First prize under the National Award for Energy Conservation from BEE-Government of India for its Hosur Unit. Furthermore, the Company has also received Sustainability 4.0 Believer''s certificate from "Frost and Sullivans" for its Vasona Plant, which certifies that the Company''s business is sustainable.

The Company also believes in giving value products to its customers and places customer satisfaction at the apex. In furtherance and recognition of this principle, the Company has been awarded the "BIFMA Compliance certification" by the UK Certification and Inspection Limited for its Home, Office, Educational and Modular Furniture range. This certification assures well established QMS practices and well documented test and procedures.

LISTING AGREEMENTS

Your Company has executed fresh Listing Agreements with BSE Limited and National Stock Exchange of India Limited, in compliance with Regulation 109 of SEBI (Listing Obligations and Disclosure Requirements) Regula- tions, 2015 ("Listing Regulations").

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Companies Act, 2013 read with the CSR Rules, the Board of Directors of your Company has adopted a CSR Policy and the same is available on its website and can be accessed at http:// www.nilkamal.com/Images/fckUploadedfiles/file/CSR%20POLICY.pdf.

Further, in accordance with the Company''s CSR Policy, the Board of Directors of your Company has contributed and utilized Rs. 199.07 lacs towards Corporate Social Responsibility activities. The Company has expended the said sum, amongst other activities, towards promoting education, providing health care and sanitation facilities and environmental sustainability.

The Annual Report on CSR activities is annexed herewith as "Annexure A".

Further, the Company is also in the process of incorporating a Company under Section 8 of the Companies Act, 2013 namely ''Nilkamal Foundation''. Your Company shall, in addition to making direct expenditure towards CSR activities, shall also contribute to Nilkamal Foundation for carrying out the said activities.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

BUSINESS RESPONSIBILITY REPORT

Your Company has prepared the Business Responsibility Report (BRR) that describes the initiatives undertaken in line with the key principles enunciated in the ''National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' framed by the Ministry of Corporate Affairs. As a Green Initiative, the said BRR has been hosted on your Company''s website www.nilkamal.com.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate section on corporate governance practices followed by the Company, together with a certificate from the auditors confirming its compliance, forms a part of this Annual Report, as per SEBI Regulations. Further, as per Regulation 34 read with Schedule V of the Listing Regulations, a Management Discussion and Analysis report is annexed to this report.

SUBSIDIARIES AND JOINT VENTURES

As on date, your Company has two direct subsidiaries: Nilkamal Eswaran Plastics Private Limited at Sri Lanka; Nilkamal Crates and Bins - FZE at UAE and one step-down subsidiary: Nilkamal Eswaran Marketing Private Limited at Sri Lanka; and two Joint Venture Companies: Nilkamal Bito Storage Systems Private Limited, which is the Indo-German Joint Venture and Cambro Nilkamal Private Limited, which is the Indo-US Joint Venture. There has been no material change in the nature of business of the said Companies and the said Companies have shown continued profitability during the financial year 2015-16.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.nilkamal.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.nilkamal.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any Loans or Guarantees nor has it made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy relating to remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees, alongwith the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Committee is fully empowered to determine /approve and revise, subject to necessary approvals, the remuneration of managerial personnel, after taking into account the financial position of the Company, trends in the industry, qualifications, experience, past performance and past remuneration, etc. The details of the remuneration policy are available on the website of the Company www.nilkamal.com.The Non-Executive Directors are paid sitting fees for every meeting of the Board and its Committees attended by them.

AUDITORS AND AUDITORS'' REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. B S R & Co. LLP, having ICAI Registration No. 101248W/ W-100022 and M/s. Vora & Associates having ICAI Registration No. 111612W were appointed as the Company''s Joint Statutory Auditors at the 28th Annual General Meeting to hold office for a period of four years and three years respectively, subject to the ratification by the shareholders at every subsequent Annual General Meeting.

Both, M/s. B S R & Co. LLP and M/s. Vora & Associates, being eligible have expressed their willingness to such re-appointment as the Joint Statutory Auditors. A certificate from them has been received to the effect that their appointment as Statutory Auditors if made would be in accordance to the provisions of Sections 139 and 141 of the Companies Act, 2013 and rules framed thereunder.

A resolution seeking ratification of their appointment forms a part of the Notice convening the 30th Annual General Meeting and the same is recommended for your consideration and approval.

The notes to accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments.

COST AUDITOR

In conformity with the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014, the Company has appointed M/s. B. F. Modi and Associates, Cost Accountants, as the Cost Auditors to carry out audit of the cost records of the Company for the financial year 2016-2017.

Mr. B. F. Modi being eligible has expressed his willingness to be reappointed as Cost Auditors of the Company for the financial year 2016-2017.

The Cost Audit Report for the financial year ended March 31, 2015 was filed in due time with the Central Government (Ministry of Corporate Affairs).

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed Mr. Pratik M. Shah, Practising Company Secretary to undertake the Secretarial Audit for the financial year 2015-2016. The Report of the Secretarial Auditor is annexed herewith as "Annexure B".

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure C".

DIRECTORS

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the Listing Regulations.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Hiten V. Parekh (DIN: 00037550), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-election.

During the year under review, with a view of overseeing the succession planning of the top management personnel, your Company had re-designated its Executive Directors. The resolutions for their respective re-designations forms a part of the Notice convening the 30th Annual General Meeting and the same is recommended for your consideration and approval.

Further, all Independent Directors have given declarations that they meet the criteria of independence as given under Section 149 of the Companies Act, 2013 and the relevant provisions of the Listing Regulations.

The required information of the Directors to be re-appointed, pursuant to the provisions of the Listing Regulations, forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 of the Company for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year 2015-2016 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and joint venture companies as approved by their respective Boards of Directors.

ADEQUACY OF RISK MANAGEMENT SYSTEMS

The Board of Directors have adopted an Enterprise Risk Management Policy framed by the Company, which identifies the risk and lays down the risk minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. The details of the WBP is explained in the Corporate Governance Report and also posted on the website of the Company.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

An Internal Complaints Committee has been constituted by the Company in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment.

RELATED PARTY TRANSACTIONS

The Board of Directors has adopted a Policy on materiality of and dealing with related party transactions. All contracts or arrangements with related parties, entered into or modified during the financial year were at arm''s length basis and in the ordinary course of the Company''s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee, except transactions which qualified under Omnibus approval as permitted under law. No material contract or arrangements with related parties were entered into during the year under review.

Your Company''s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company''s website at http://www.nilkamal.com/Images/fck Uploadedfiles/file/Related Party_Transactions_Policy.pdf.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board with the Company.

STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure D".

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure forming part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant provision of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

Your Company has not accepted Deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company''s operations in future.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year.



For and on behalf of the Board

Place: Mumbai Vamanrai V. Parekh

Date: May 14, 2016 Chairman


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 29th ANNUAL REPORT and the Audited Statement of Accounts for the Financial Year ended March 31, 2015.

FINANCIAL PERFORMANCE:

The Financial performance of the Company for the Financial Year ended March 31, 2015 is summarised below:-

(Rs. in Lacs)

2014-2015 2013-2014

Gross Turnover and Other Income 191,129 175,145

Net Turnover and Other Income 179,291 165,260

Profit before Depreciation and Tax 11,427 10,705

Less: Depreciation on Fixed Assets 5,376 4,892

Profit before Tax 6,051 5,813

Less: Provision for Taxes 1,805 1,810

Profit after Tax 4,246 4,003

Amount Available for Appropriations 21,870 21,312

Less: Appropriations:

i) Proposed Final Dividend 672 597

ii) Total Tax on Dividend 101 91

iii) Transfer to General Reserves 890 3,000

Leaving a Balance to be carried forward 20,207 17,624

Earnings Per Share (Rs.> 28 27

Cash Earnings Per Share (Rs.> 64 60

Book Value per Share ( Rs.> 330 310

YEAR IN RETROSPECT

Your Company has recorded a gross turnover of Rs. 190,504 Lacs up from Rs. 174,793 Lacs of the previous financial year. The Operating Profit of the Company was Rs. 14,625 Lacs against Rs. 14,847 Lacs of the previous year. The plastic business has achieved a volume growth of 10% and value growth of 12%.

During financial year 2014-2015, your Company''s retail business of Lifestyle Furniture, Furnishing and Accessories - ''@home'' had a total of 19 stores in 13 cities. The said retail division achieved a net turnover of Rs. 21,750 Lacs as against Rs. 21,882 Lacs of previous year, and made net loss of Rs. 1,106 Lacs as compared to profit of Rs. 15 Lacs of the previous year.

RESERVES

Your Directors have proposed to carry a sum of Rs. 890 Lacs to the General Reserve Account out of the profits available. DIVIDEND

Your Directors recommend a Final Dividend of Rs. 4.5/- per equity share (45%) which is subject to consideration and approval of the Shareholders at the ensuing Annual General Meeting of the Company.

The total outflow of Rs. 772 Lacs (including dividend distribution tax, surcharge and education cess) has been provided in the accounts for the purpose of Dividend.

AWARDS AND RECOGNITIONS

Your Directors are happy to report that your Company has added yet another feather in its cap and kept up its record of displaying commendable performance in the manufacturing sector, which is reflected by the awards won by the Company as recognition thereof.

After receiving the Silver Certificate of Merit and Gold Award under the Indian Manufacturing Excellence category from ''Frost and Sullivans'' during the past four years for its various units, the Company is successful in grabbing the award for the fifth year in row under the category of "Challengers Award - Emerging Business Trophy -Gold Level" announced by the ''Frost and Sullivan''s Green Manufacturing Excellence Awards 2015''. The said award is for adopting Green manufacturing practices at its Puducherry unit. The Puducherry unit has also bagged the "First Prize in the Plastics Sector" at the National Energy Conservation Award - 2014, announced by the Ministry of Power, Government of India, for the conservation of Energy.

Further, "Nilkamal" was ranked as India''s most trusted moulded plastics brand in the ''Brand Trust Report India study 2015'', covering around 19000 brands across 16 cities in the country.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Companies Act, 2013 the Board of Directors of your Company had set up a CSR Committee in August 2014 under the Chairmanship of an Independent Director of the Company. The Company has also adopted CSR policy which is available on its website www.nilkamal.com.

Your Company manufactures and supplies a wide range of products such as suvidha toilets, waste management systems etc., which aid in promoting the good cause of the ''Swatch Bharat Abhiyan''. It has been your Company''s endeavour to play a part in the well being of the society at all times.

Your Company''s manufacturing plants and business operations are spread across the country. The objective of CSR Policy is not just mere spending of amount but working towards social welfare and strengthening its bond with the communities local thereto. This being the first year, a number of initiatives are still in the concept stage and your Company is endeavoring to identify the nature of activities and the prospective locations or areas where the CSR spending can be made, which could have a maximum impetus.

Nonetheless, as a gesture of the same, your Company had undertaken some social initiatives during the year in and around the areas of its operations at Barjora and Sinnar.

The report on CSR is annexed herewith as "Annexure A".

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per Clause 49 of the Listing Agreement with Stock Exchanges, a Management Discussion and Analysis report is annexed to this report. A report on Corporate Governance together with the Auditors'' Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

SUBSIDIARIES AND JOINT VENTURES

As on date, your Company has two direct subsidiaries: Nilkamal Eswaran Plastics Private Limited at Sri Lanka and Nilkamal Crates and Bins - FZE at UAE and one step-down subsidiary: Nilkamal Eswaran Marketing Private Limited at Sri Lanka; and two Joint Venture Companies: Nilkamal Bito Storage Systems Private Limited, which is the Indo- German Joint Venture and Cambro Nilkamal Private Limited, which is the Indo-US Joint Venture.

The Board of Directors of the Company at their meeting held on May 12, 2015 approved the policy for determining ''material'' subsidiaries. The said Policy has been placed on the website of the Company and can be accessed through the following link: http://www.nilkamal.com/Images/fckUploadedfiles/file/Policy-on- determining-material- subsidiary.pdf

Nilkamal Eswaran Plastics Private Limited - the Sri Lankan subsidiary has achieved turnover of SLR 10,458 Lacs and net profit of SLR 550 Lacs as compared to previous year turnover of SLR 9,916 Lacs and net profit of SLR 278 Lacs; whereas the Company''s subsidiary at UAE has achieved a turnover of AED 186 Lacs with net profit of AED 14 Lacs against previous year turnover of AED 171 Lacs with net profit of AED 9 Lacs.

Further, the Company''s Indo-German Joint Venture viz. Nilkamal Bito Storage Systems Private Limited, which is in the manufacturing of storage systems of metal, has achieved turnover of Rs. 8,689 Lacs and profit of Rs. 660 Lacs as compared to previous year turnover of Rs. 7,858 Lacs and profit of Rs. 694 Lacs; while the Company''s Indo-US Joint Venture viz. Cambro Nilkamal Private Limited, which is engaged in the business of manufacturing and importing of the extensive range of quality products for the food service industry and its distribution, has recorded turnover of Rs. 1,896 Lacs and net profit of Rs. 289 Lacs as against Rs. 1,603 Lacs and Rs. 203 Lacs of the previous year, respectively.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.nilkamal.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.nilkamal.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any Loans or Guarantees nor has it made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

AUDITORS AND AUDITORS'' REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. B S R & Co. LLP, having ICAI Registration No. 101248W/ W-100022 and M/s. Vora & Associates having ICAI Registration No. 111612W were appointed as the Company''s Joint Statutory Auditors at the 28th Annual General Meeting to hold office for a period of four years and three years respectively.

As required under the Companies Act, 2013, the re-appointment of the Statutory Auditors is required to be placed before the Members at every subsequent annual general meeting for their ratification. Hence, the Board, based on the recommendation of the Audit Committee, proposes to ratify the re-appointment of the aforesaid Joint Statutory Auditors of the Company at the ensuing Annual General Meeting.

Both, M/s. B S R & Co. LLP and M/s. Vora & Associates, being eligible have expressed their willingness to such re-appointment as the Joint Statutory Auditors. A certificate from them has been received to the effect that their appointment as Statutory Auditors if made would be in accordance to the provisions of Sections 139 and 141 of the Companies Act, 2013 and rules framed thereunder.

The notes to accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments.

COST AUDITOR

In conformity with the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014, the Company has appointed M/s. B. F. Modi and Associates, Cost Accountants, as the Cost Auditors to carry out audit of the cost records of the Company for the financial year 2015-2016.

Mr. B. F. Modi being eligible has expressed his willingness to be re-appointed as Cost Auditors of the Company for the financial year 2015-2016.

The Cost Audit Report for the financial year ended March 31, 2014 was filed in due time with the Central Government (Ministry of Corporate Affairs).

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed Mr. Pratik M. Shah, Practising Company Secretary to undertake the Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report is annexed herewith as "Annexure B".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C". DIRECTORS

The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed Ms. Hiroo Mirchandani, (Woman Director) as an Additional Director (Independent) with effect from November 6, 2014 to hold office until the ensuing Annual General Meeting of the Company.

Further, Mr. M. D. Mallya, who was appointed as an Additional Director of the Company on January 30, 2014, has tendered his resignation and hence has ceased to be a Director with effect from May 29, 2014.

All Independent Directors have given declarations that they meet the criteria of independence as given under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Brief resume of the Directors proposed to be appointed/ re-appointed, nature of the expertise in specific functional areas, name of the Companies in which they hold Directorships and Memberships/ Chairmanships of the Board Committees and shareholding, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, forms part of the Annual Report.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Nayan S. Parekh, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-election.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 of the Company for that period;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interest in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements which forms part of the Annual Report and Accounts.

ADEQUACY OF RISK MANAGEMENT SYSTEMS

The Company has laid down procedures and informed the Board Members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any. The details of the WBP is explained in the Corporate Governance Report and also posted on the website of the Company.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has constituted Internal Complaints Committees. In line with the said provisions, during the year the Company has not received any complaints with allegations of sexual harassment.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the ''Policy on Materiality of and Dealing with Related Party Transactions''. The said Policy as approved by the Board is uploaded on the Company''s website at http://www.nilkamal.com/Images/fckUploadedfiles/ file/Related_Party_Transactions_Policy.pdf.

PERFORMANCE EVALUATION

In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, during the year, the evaluation of all the Directors and the Board as a whole was conducted. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board with the Company.

STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure D".

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure forming part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant provisio of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

Your Company has not accepted Deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company''s operations in future.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year.

For and on behalf of the Board

Place: Mumbai Vamanrai V. Parekh

Date : May 12, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure to present this 28th ANNUAL REPORT of the Company together with the Audited Accounts for the Financial Year ended March 31, 2014.

FINANCIAL HIGHLIGHTS:

(Rs. in lacs)

2013-2014 2012-2013

Gross Turnover and Other Income 188,043 184,015

Net Turnover and Other Income 165,830 161,485

profit before Depreciation and Tax 10,705 8,800

Less: Depreciation on Fixed Assets 4,892 4,434

profit before Tax 5,813 4,365

Less: Provision for Taxes 1,810 1,246

profit after Tax 4,003 3,119

Amount Available for Appropriations 21,312 18,407

Less: Appropriations:

i) Proposed Final Dividend 597 597

ii) Total Tax on Dividend 91 101

iii) Transfer to General Reserves 3,000 400

Leaving a Balance to be carried forward 17,624 17,309

Earnings Per Share(Rs.) 27 21

Cash Earnings Per Share (Rs.) 60 51

Book Value per Share (Rs.) 310 288

YEAR IN RETROSPECT

The year 2013-14 brought many challenges such as volatile local currency, high interest rates, sluggish demand and low private consumption, etc. to the Corporate India. The economic situation was a big challenge. At one end, new business was hard to take up due to slack in demand while at other end, passing of higher input costs meant driving away of the Company''s customers.

However, the scenario post election appears to be positive and the economy is likely to recuperate from the past slowdown. In view of the same, your Directors are also optimistic that the industry will soon revive.

Nilkamal recorded a gross turnover of Rs. 188,043 lacs up from Rs. 184,015 lacs of the previous Financial Year. The Operating profit of the Company was Rs. 14,847 lacs against Rs. 13,097 lacs of the previous year. The plastic business has achieved a volume de-growth of 13% and value growth of 2%.

During Financial Year 2013-2014, your Company''s retail business of Lifestyle Furniture, Furnishing and Accessories – ''@home'' had a total of 19 stores in 13 cities. The said retail division marked 7% increased gross turnover of Rs. 24,537 lacs as against Rs. 22,858 lacs of previous year, posting a net profit Rs. 15 lacs as compared to loss of Rs. 938 lacs of the previous year.

RESERVES

Your Directors have proposed to carry a sum of Rs. 3,000 lacs to the General Reserve Account out of the profits available.

DIVIDEND

Your Board of Directors recommend a Final Dividend of Rs. 4 /- per equity share (40%) which is subject to consideration and approval of the Shareholders at the ensuing Annual General Meeting of the Company. The total outgo of Rs. 698 lacs (including distribution tax, surcharge and education cess) has been provided in the accounts for the purpose of Dividend.

AWARDS AND RECOGNITIONS

During the year under review, your Company has achieved ISO 50001 EnMS certification from TUV Germany for its Sinnar, Puducherry and Hosur Units. This certifcate is given to the Company for efficient Energy Management System and being an energy efficient Company in line with the International Standards.

Your Company was awarded with ''Silver Certifcate of Merit Award'' by the Economic Times "Indian Manufacturing Excellence Award" in partnership with Frost & Sullivan for its Jammu Unit.

The Company was similarly awarded in past for its Puducherry Unit and Gold Certifcate of merit with trophy for Sinnar Unit.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES & JOINT VENTURE

Your Company has three subsidiaries namely - Nilkamal Eswaran Plastics Private Limited and Nilkamal Eswaran Marketing Private Limited at Sri Lanka and Nilkamal Crates and Bins – FZE at U.A.E.

The Ministry of Corporate Affairs had vide General Circular No. 2/2011 and 3/2011 dated February 8, 2011 granted general exemption from attaching the balance sheet of the subsidiary companies with the annual accounts of the holding companies, subject to fulflment of conditions prescribed therein. In view of the same the Company has complied with all the conditions and has obtained consent of the Board of Directors of the Company for not attaching the accounts and reports of all its subsidiaries under Section 212 of the Companies Act, 1956. Shareholders requiring the same may write to the Company.

The Company''s Indo-German Joint Venture Company viz. Nilkamal Bito Storage Systems Private Limited has performed satisfactorily, thereby achieving an improved turnover of Rs. 7,858 lacs and earned profit of Rs. 694 lacs, as against Rs. 7,368 lacs and Rs. 216 lacs respectively.

The Company''s Indo-American Joint Venture Company viz. Cambro Nilkamal Private Limited has also displayed an encouraging performance, with a total turnover of Rs. 1,603 lacs and profit of Rs. 203 lacs as against Rs. 1,640 lacs and Rs. 160 lacs respectively, of the previous year.

EXPORTS

During the year 2013-2014, your Company''s Exports were Rs. 4,621 lacs (plus deemed exports Rs. 949 lacs) as against exports of Rs. 4,239 (plus deemed export of Rs. 2,828 lacs) of the previous year.

FIXED DEPOSITS

The Company has not accepted any Public Deposits covered under Section 58A of the Companies Act, 1956 from the Members or the Public during the year.

AUDITORS AND AUDITORS'' REPORT

The Company''s Joint Statutory Auditors M/s. Vora & Associates having ICAI Registration No. 111612W and M/s. BSR & Associates LLP, having ICAI Registration No. 116231W retire at the ensuing Annual General Meeting.

The Board, based on recommendation of the Audit Committee, proposes the re-appointment/ appointment of M/s. Vora and Associates and M/s. BSR & Co. LLP as the Joint Statutory Auditors of the Company at the ensuing Annual General Meeting.

Both, M/s. Vora & Associates and M/s. BSR & Co. LLP, being eligible have expressed their willingness to such re-appointment / appointment as the Joint Statutory Auditors. They have further confirmed that if appointed, their re-appointment / appointment would be in pursuance to the provisions of Section 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The notes to accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments.

COST AUDITOR

Mr. B. F. Modi, proprietor of M/s. B. F. Modi and Associates, Cost Auditor, was appointed as Cost Auditor for the Financial Year 2013-2014. Mr. B. F. Modi being eligible has expressed his willingness to be reappointed as Cost Auditor of the Company for the Financial Year 2014-2015.

The Cost Audit Report for the Financial Year ended March 31, 2013 which was due for fling on September 30, 2013 was fled with the Central Government (Ministry of Corporate Affairs) on September 27, 2013.

DIRECTORS

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Manish V. Parekh, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-election.

Further, in terms of provision of Section 149 and other applicable provisions of the Companies Act, 2013, none of the Independent Directors shall be liable to retire by rotation. In view of aforesaid, Mr. Mahendra V. Doshi, Mr. Mufazzal S. Federal, Mr. K. R. Ramamoorthy, Mr. Dadi B. Engineer and Mr. S. K. Palekar, Independent Directors of the Company, being eligible, have offered themselves for appointment as Independent Directors to hold office as such Independent Directors of the Company for a period of five consecutive years upto the conclusion of Thirty Third Annual General Meeting to be concluded in the calendar year 2019.

Required resolutions for their appointment have been included in the Notice calling the ensuing Annual General Meeting. Your Directors commend their appointment as such.

Further, Mr. M. D. Mallya, who was appointed as an Additional Director of the Company on January 30, 2014, has tendered his resignation and hence has ceased to be a Director with effect from May 29, 2014. Mr. M. D. Mallya was appointed as Director on the Board of State Bank of India, who is also the Company''s lead consortium Banker, and to avoid a confict of interest in performance of his duties, Mr. M. D. Mallya had resigned from the Company. The Board places on record its sincere appreciation for the valuable contribution provided by Mr. M. D. Mallya during his short association with the Company.

Brief resume of the Directors proposed to be re-appointed, nature of the expertise in Specific functional areas, name of the Companies in which they hold Directorships and Memberships/ Chairmanships of the Board Committees and shareholding, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange in India, forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) that they 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 of the Company for that period;

iii) that they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as required to be given under Clause 49 of the Listing Agreement with the Stock Exchange forms part of the Annual Report.

A certifcate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is also annexed thereto.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interest in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements which forms part of the Annual Report and Accounts.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of employees are set out in the annexure to the Directors'' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under the Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and as amended and forming part of the Directors'' Report for the year ended March 31, 2014 is given in the Annexure to this Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year.

For and on behalf of the Board

Place: Mumbai Vamanrai V. Parekh

Date: August 1, 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure to present this 27th ANNUAL REPORT of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

2012-2013 2011-2012

Gross Turnover and Other Income 184,337 163,057

Net Turnover and Other Income 161,388 143,709

Profit before Depreciation and Tax 8,800 11,153 Less: Depreciation on Fixed Assets 4,297 4,048

Profit before Tax 4,365 7,105

Less: Provision for Taxes 1,246 1,545

Profit after Tax 3,119 5,560

Amount Available for Appropriations 18,407 16,557

Less: Appropriations:

i) Proposed Final Dividend 597 597

ii) Total Tax on Dividend 101 97

iii) Transfer to General Reserves 400 575

Leaving a Balance to be carried forward 17,309 15,288

Earnings per share (Rs.) 21 37

Cash Earnings per share (Rs.) 51 64

Book Value per share (Rs.) 288 271

YEAR IN RETROSPECT

The year 2012-2013 was full of mixed grills across every sector of the Indian economy and had witnessed ups and downs in the socio-economic conditions of the Country. Deceleration in industrial output and exports weakened India''s economic growth significantly. The manufacturing industry has also not remained untouched by the ups and downs of the volatility in the Indian economic scenario.

Nilkamal recorded a gross turnover of Rs. 184,015 Lacs from Rs. 162,809 Lacs in the previous Financial Year. The Operating Profit of the Company stood at Rs. 13,097 Lacs as compared to Rs. 15,168 Lacs in the previous year. The plastic business has achieved a volume growth of 1% and value growth of 14%.

During the year under review, the Company''s retail business had 19 @home stores in 11 cities, the latest one being recently opened at Chennai. The gross turnover of @home division was Rs. 22,858 Lacs resulting into a growth of 7.35%. @home division has made a loss of Rs. 938 Lacs as compared to loss of Rs. 552 Lacs of the previous year.

DIVIDEND

The Board of Directors of your Company recommends a Final Dividend of Rs. 4/- per equity share (40%) which is subject to consideration and approval of the Shareholders at the ensuing Annual General Meeting of the Company. The requisite amount of Rs. 698 Lacs (including distribution tax, surcharge and education cess) has been provided in the accounts for the purpose of Dividend.

RESERVES

Your Directors have proposed to carry a sum of Rs. 400 Lacs to the General Reserve Account out of the profits available.

AWARDS AND RECOGNITIONS

Your Company was awarded with ''Silver Certificate of Merit Award'' by the Economic Times "Indian Manufacturing Excellence Award" in partnership with Frost and Sullivan for its Puducherry Unit for FY 2013.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES & JOINT VENTURE

Your Company has three subsidiaries namely - Nilkamal Eswaran Plastics Private Limited and Nilkamal Eswaran Marketing Private Limited at Sri Lanka and Nilkamal Crates and Bins - FZE at U.A.E.

The Company has obtained consent of the Board of Directors of the Company for not attaching the accounts and reports of all its subsidiaries under Section 212 of the Companies Act, 1956. Shareholders requiring the same may write to the Company.

The business of Joint Venture Company viz. Nilkamal Bito Storage Systems Private Limited in its sixth year of operation has performed satisfactorily during the year under review. The total turnover was Rs. 7,368 Lacs as compared to Rs. 4,882 Lacs for previous year and had earned Profit of Rs. 216 Lacs against Profit of Rs. 492 Lacs of the previous year.

The Company''s other Joint Venture Company viz. Cambro Nilkamal Private Limited has also exhibited a positive performance, with a total turnover of Rs. 1,652 Lacs and Profit of Rs. 160 Lacs against turnover of Rs. 794 Lacs and Profit of Rs. 105 Lacs of the previous year.

EXPORTS

Company''s Exports (including deemed exports) during the year were Rs. 7,068 Lacs as compared to Rs. 5,068 Lacs in the previous year.

FIXED DEPOSITS

The Company has not accepted any Public Deposits covered under Section 58A of the Companies Act, 1956 from the Members or the Public during the year.

AUDITORS AND AUDITORS'' REPORT

The Joint Statutory Auditors M/s. Dalal & Shah and M/s. Vora & Associates, retires at the ensuing Annual General Meeting. M/s. Dalal & Shah have expressed their unwillingness to be appointed as the Statutory Auditor to hold office from the conclusion of the ensuing Annual General Meeting due to their professional pre-occupation.

Hence, the Board of Directors, based on the recommendations of the Audit Committee, propose the appointment of M/s. BSR & Associates, Chartered Accountants, as the Joint Statutory Auditors of the Company in place of M/s. Dalal & Shah, to hold office as such till the conclusion of the next Annual General Meeting of the Company.

M/s. Vora & Associates being eligible have expressed their willingness and offer themselves for re-appointment as Joint Statutory Auditors for the Financial Year 2013-2014. Both, M/s. Vora & Associates and M/s. BSR & Associates have confirmed that if appointed, then their said appointment would be in pursuance to the provisions of Section 224(1B) of the Companies Act, 1956.

The notes to accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments.

COST AUDITOR

Mr. B. F. Modi, proprietor of M/s. B. F. Modi and Associates, Cost Auditor at Vapi was appointed as Cost Auditor for the Financial Year 2012-2013. Mr. B. F. Modi being eligible has expressed his willingness to be reappointed as Cost Auditors of the Company for the Financial Year 2013-2014.

DIRECTORS

Mr. Dadi B. Engineer and Mr. Hiten V. Parekh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting. The retiring Directors being eligible have offered themselves for re-election.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of the expertise in specific functional areas, name of the Companies in which they hold Directorships and Memberships/ Chairmanships of the Board Committees and shareholding, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) that they 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 of the Company for that period;

iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interest in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements which forms part of the Annual Report and Accounts.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of employees are set out in the annexure to the Directors'' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHGANGE EARNINGS AND OUTGO

The information required under the Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and as amended and forming part of the Directors'' Report for the year ended 31st March, 2013 is given in the Annexure to this Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year. For and on behalf of the Board

Place: Mumbai Vamanrai V. Parekh

Date: May 18, 2013 Chairman


Mar 31, 2012

The Directors have pleasure to present this 26TH ANNUAL REPORT of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

2011-2012 2010-2011

Gross Turnover and Other Income 164,297.77 143,012.37

Net Turnover and Other Income 143,710.17 125,565.46

Profit before Depreciation and tax 11,153.21 10,296.92

Less: Depreciation on Fixed Assets 4,047.77 3,293.16

Profit before tax 7,105.44 7,003.76

Less: Provision for Taxes 1,545.14 1,757.98

Profit after tax 5,560.30 5,245.78

Amount Available for Appropriations 16,557.24 12,215.25 Less: Appropriations:

i) Proposed Final Dividend 596.90 596.90

ii) Total Tax on Dividend 96.83 96.83

iii) Transfer to General Reserves 575.42 524.58

Leaving a Balance to be carried forward 15,288.09 10,996.94

Earnings Per Share (Rs.) 37.26 36.80

Cash Earnings Per Share (Rs.) 64.39 59.91

Book Value Per Share (Rs.) 271.03 238.42

DIVIDEND

The Board of Directors of your Company recommends a Final Dividend of Rs. 4/- per equity share (40%) which is subject to consideration and approval of the Shareholders at the ensuing Annual General Meeting of the Company. The requisite amount of Rs. 693.73 Lacs (including distribution tax, surcharge and education cess) has been provided in the accounts for the purpose of Dividend.

YEAR IN RETROSPECT

The year 2011-2012 started with a glimpse of hope, however there were number of global factors like intensified sovereign debt crisis in Euro zone, political turmoil in Middle East, rise in crude oil prices, which worked against the growth that had revived in the last two years. But it is also a fact that in any cross-country comparison, India still remains among the front runners in economic growth.

During the year under review, the gross turnover of the Company has increased to Rs. 164,297.77 Lacs from Rs. 143,012.37 Lacs for the previous Financial Year. The Operating Profit of the Company has increased to Rs. 15,122 Lacs as compared to Rs. 13,318 Lacs in the previous year. The plastic business has achieved a volume growth of 6% and value growth of 15%.

During the year under review, the Company had 20 @home stores in 11 cities. The gross turnover of @home division was Rs. 21,294 Lacs resulting into a growth of 11%. @home division has made a loss of Rs. 551.69 Lacs as compared to profit of Rs. 28 Lacs of the previous year.

Your Company has launched its mattresses business in the southern part of the Country during the year under review and has achieved a turnover of Rs. 1,321.26 Lacs.

Your Company had taken up a project for construction of mass housing which is funded by the JNNURM scheme in Ahmedabad, Gujarat by using most effective and quick construction technique and has started work on said project.

RESERVES

Your Directors have proposed to carry a sum of Rs. 575.42 Lacs to the General Reserve Account out of the profits available.

AWARDS AND RECOGNITIONS

During the year under review, your Company was awarded with 'Gold Award – Process Sector, Emerging Business' for Indian Manufacturing Excellence from Frost and Sullivan in collaboration with Economic Times.

BLOOD DONATION CAMP

During the year under review your Company had organised Blood Donation Camps at its Corporate Office and three plants situated at Sinnar, Pudducherry and Vasona. The employees of the Company had shown enormous support to this noble cause.

MANAGEMENT'S DISCUSSION & ANALYSIS REPORT

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES & JOINT VENTURE

Your Company has three subsidiaries namely - Nilkamal Eswaran Plastics Private Limited and Nilkamal Eswaran Marketing Private Limited at Sri Lanka and Nilkamal Crates and Bins – FZE at U.A.E.

The Company has obtained consent of the Board of Directors of the Company for not attaching the accounts and reports of all its subsidiaries under Section 212 of the Companies Act, 1956. Shareholders requiring the same may write to the Company.

The business of Joint Venture Company viz. Nilkamal Bito Storage Systems Private Limited in its fifth year of operation has performed satisfactorily during the year under review. The total turnover was Rs. 4,882 Lacs as compared to Rs. 3,852 Lacs for previous year and had earned proft of Rs. 397 Lacs against net loss of Rs. 66 Lacs of the previous year.

The Company's other Joint Venture Company viz. Cambro Nilkamal Private Limited has in its frst year of operations exhibited a positive performance, with a total turnover of Rs. 794 Lacs and Profit of Rs. 105 Lacs.

EXPORTS

Company's Exports (including deemed exports) during the year were Rs. 5,068.14 Lacs as compared to Rs. 4,588.22 Lacs in the previous year.

FIXED DEPOSITS

The Company has not accepted any Public Deposits covered under Section 58A of the Companies Act, 1956 from the Members or the Public during the year.

AUDITORS AND AUDITORS' REPORT

The Joint Auditors M/s. Dalal & Shah and M/s. Vora & Associates, retires at the ensuing Annual General Meeting and being eligible, have expressed their willingness and offers themselves for re-appointment as Joint Statutory Auditors for the Financial Year 2012-2013.

They have further confirmed that if appointed, then the said appointment would be in pursuance to the provisions of Section 224(1B) of the Companies Act, 1956.

The notes to accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments.

DIRECTORS

During the year under review, due to sad demise of Mr. Rajendra P. Goyal, an Independent Director of the Company, on 22nd October, 2011, he ceased to be a Director of the Company. The Board of Directors places its sincere appreciation and gratitude to Mr. Rajendra P. Goyal for his pioneering efforts and the valuable contribution offered by him during his association with the Company for over two decades.

Mr. S. K. Palekar was appointed as an Additional Director on the Board of Directors of the Company with effect from 17th April, 2012 to hold office till the conclusion of the ensuing Annual General Meeting.

Notice in writing, pursuant to the provisions of Section 257 of the Companies Act, 1956, by a member, signifying his intention to propose the candidature of Mr. S. K. Palekar, to the office of Director of the Company, has been received by the Company.

Mr. K. R. Ramamoorthy and Mr. Nayan S. Parekh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting. Both the retiring Directors being eligible have offered themselves for re-election.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of the expertise in specific functional areas, name of the Companies in which they hold Directorships and Memberships/ Chairmanships of the Board Committees and shareholding, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) that they 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 of the Company for that period;

iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interest in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements which forms part of the Annual Report and Accounts.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHGANGE EARNINGS AND OUTGO

The information required under the Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and as amended and forming part of the Directors' Report for the year ended 31st March, 2012 is given in the Annexure to this Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year.

For and on behalf of the Board

Place: Mumbai Vamanrai V. Parekh

Date : May 11, 2012 Chairman


Mar 31, 2011

The Directors have pleasure to present this 25 ANNUAL REPORT of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS: (Rs.in Lacs)

2010-2011 2009-2010

Gross Turnover and Other Income 142,677.33 116,639.51

Net Turnover and Other Income 125,230.42 103,281.93

Profit before Depreciation and Tax 10,296.92 9,806.26

Less: Depreciation on Fixed Assets 3,293.16 3,217.51

Profit before Tax 7,003.76 6,588.75

Less: Provision for Taxes 1,757.98 1,864.89

Prof it after Tax 5,245.78 4,723.86

Amount Available for Appropriations 12,215.25 9,615.73

Less: Appropriations:

i) Proposed Final Dividend 596.90 383.47

ii) Interim Dividend - 255.65

iii) Total Tax on Dividend 96.83 107.14

iv) Transfer to General Reserves 524.58 1,900.00

Leaving a Balance to be carried forward 10,996.94 6,969.47

Earnings Per Share (Rs.) 36.80 36.96

Cash Earnings Per Share (Rs.) 59.91 62.13

Book Value Per Share (Rs.) 238.42 196.50

DIVIDEND

Based on the Companys performance, the Board of Directors of your Company recommends a Final Dividend of Rs. 4/- per equity share (40%) which is subject to consideration and approval of the Shareholders at the ensuing Annual General Meeting of the Company. The requisite amount of Rs. 693.73 Lacs (including distribution tax, surcharge and education cess) has been provided in the accounts for the purpose of Dividend.

YEAR IN RETROSPECT

The Financial Year 2010-2011 has witnessed Indian economy moving back to pre-recession growth trajectory. The robust growth rate of 8.6% and steady fiscal consolidation have been the hallmark of the Indian economy in the year under review. However, food inflation, higher commodity prices and volatility in global commodity markets have been a cause of concern.

The year in retrospect brought some opportunities and many challenges to your Company as it moved ahead with steady steps on the chosen path of sustainable growth. One of the major challenge faced by your Company was volatility in the prices of commodities like crude oil which was exacerbated by political turmoil in the Middle East and other parts of the world.

Your Company has performed satisfactorily during the year under review. The gross turnover of the Company has increased to Rs. 142,355.77 Lacs from Rs. 116,162.60 Lacs for the previous financial year. The operating profit of the Company has increased to Rs. 12,969.98 Lacs as compared to Rs. 12,275.89 Lacs in the previous year. The plastic business has achieved a volume growth of 11 % and value growth of 19%.

The retail business of the Company i.e. ©home division has achieved a break even. During the year under review, the Company had 16 ©home stores in 11 cities. The gross turnover of ©home division was Rs. 19,088 Lacs resulting into a growth of 44%. The profit of the ©home division was Rs. 28 Lacs as compared to loss of Rs. 1,423 Lacs of the previous year.

RESERVES

Your Directors have proposed to carry a sum of Rs. 524.58 Lacs to the General Reserve Account out of the profits available.

AWARDS AND RECOGNITIONS

During the year under review, your Company was awarded with "Silver Certificate of Merit for Indian Manufacturing Excellence from Frost and Sullivan in collaboration with Economic Times.

QUALIFIED INSTITUTIONS PLACEMENT (QIP) AND SHARE CAPITAL

During the year under review, your Company raised long term funds of Rs. 60 Crores from Qualified Institutional Buyers (QIBs) by way of Qualified Institutions Placement (QIP) in accordance with Chapter VIM of the SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009. Pursuant to the QIP your Company has allotted 2,140,181 equity shares having face value of Rs.10/- each at a premium of Rs. 270.35 per equity share, to the QIBs on 24th July, 2010.

Consequent to the above issue, the Paid up Equity Share Capital of your Company has increased from Rs. 127,823,440/- to Rs. 149,225,250/-.

ALTERATION OF OBJECTS CLAUSE

Your Company proposes to add/ amend the existing Other Objects of Clause III of the Memorandum of Association by inserting Clause 56I to Clause 56V as set out in Item No. 7 of the Notice calling the 25th Annual General Meeting of the Company. The Directors recommend shareholders consent for the amendment in Other Objects of Clause III of the Memorandum of Association.

GREEN FIELD PLANT AT HOSUR

During the year under review, your Company has established a Green Field Plant at Hosur in the state of Karnataka. Production has been started thereat on trial basis and the plant is expected to become fully operative during the current Financial Year.

MANAGEMENTS DISCUSSION & ANALYSIS REPORT

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES & JOINT VENTURE

Your Company has three subsidiaries namely, Nilkamal Eswaran Plastics Private Limited and Nilkamal Eswaran Marketing Private Limited at Sri Lanka and Nilkamal Crates and Bins-FZE at U.A.E.

The Company has obtained consent of the Board of Directors of the Company for not attaching the accounts and reports of all its subsidiaries under Section 212 of the Companies Act, 1956. Shareholders requiring the same may write to the Company.

The business of Joint Venture Company viz. Nilkamal Bito Storage Systems Private Limited in its fourth year of operation has performed satisfactorily and has achieved a cash break even during the year under review. The total turnover was Rs. 3,852 Lacs as compared to Rs. 3,630 Lacs for previous year and had incurred net loss of Rs. 66 Lacs against net loss of Rs. 807 Lacs of the previous year.

During the year under review, your Company has entered into a Joint Venture with M/s. Cambro Manufacturing Company, USA ("Cambro") to carry out the business of manufacturing and importing of the extensive range of quality products for the food service industry and its distribution.

EXPORTS

Companys Exports (including deemed exports) during the year were Rs. 4,588.22 Lacs as compared to Rs. 2,003.88 Lacs in the previous year.

FIXED DEPOSITS

The Company has not accepted any Public Deposits covered under Section 58A of the Companies Act, 1956 from the Members or the Public during the year.

AUDITORS AND AUDITORS REPORT

The Joint Auditors M/s. Dalai & Shah and M/s. Vora & Associates, retire at the ensuing Annual General Meeting. It has been decided that M/s. Dalai & Shah and M/s. Vora & Associates, would be re-appointed as the Joint Statutory Auditors of the Company.

M/s. Dalai & Shah and M/s. Vora & Associates are entitled for re-appointment as Statutory Auditors. Both M/s. Dalai & Shah and M/s. Vora & Associates, have expressed their willingness to act as Auditors of the Company, if appointed and have further confirmed that the said appointment would be in pursuance to the provisions of Section 224(1 B) of the Companies Act, 1956.

The notes to accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

DIRECTORS

Mr. Rajesh R. Mandawewala and Mr. Mufazzal S. Federal were appointed as Additional Directors on the Board of Directors of the Company with effect from 1st August, 2010 and 25th January, 2011, respectively, to hold office till the conclusion of the ensuing Annual General Meeting.

Notice in writing, pursuant to the provisions Section 257 of the Companies Act, 1956, by member, signifying the intention to propose the candidature of Mr. Mufazzal S. Federal, to the office of Director of the Company, has been received by the Company.

Mr. Manish V. Parekh and Mr. Mahendra V. Doshi, Directors of the Company, retire by rotation at the ensuing Annual General Meeting. All the retiring Directors being eligible have offered themselves for re-election.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of the expertise in specific functional areas, name of the Companies in which they hold Directorships and Memberships/ Chairmanships of the Board Committees and shareholding as stipulated under Clause 49 of the Listing Agreements with Stock Exchanges in India forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) that they 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 of the Company for that period;

iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interest in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements which form part of the Annual Report and Accounts.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of employees are set out in the annexure to the Directors Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHGANGE EARNINGS AND OUTGO

The information required under the Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and as amended and forming part of the Directors Report for the year ended 31st March, 2011 is given in the Annexure to this Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year.

For and on behalf of the Board

Place: Mumbai Vamanrai V. Parekh

Date: May 20, 2011 Chairman


Mar 31, 2010

The Directors have pleasure to present this 24th ANNUAL REPORT of the Company together with the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

(Rs.in Lacs)

2009-2010 2008-2009

Gross Turnover and Other Income 116639.51 103203.30

Net Turnover and Other Income 103281.93 89086.33

Profit before Depreciation and Tax 9806.26 4299.67

Less: Depreciation on Fixed Assets 3217.51 3117.10

Profit before Tax 6588.75 1182.57

Less: Provision for Taxes 1864.89 572.44

Prof it after Tax 4723.86 610.13

Amount Available for Appropriations 9615.73 5290.97

Less: Appropriations:

i) Proposed Final Dividend 383.47 255.65

ii) Interim Dividend 255.65 --

iii) Total Tax on Dividend 107.14 43.65

iv) Transfer to General Reserves 1900.00 100.00

Leaving a Balance to be carried forward 6969.47 4891.87

Earnings Per Share (before charging of loss on sale (Rs.) 41.12 8.85 of investment and other liability related to its subsidiary at Bangladesh) Earnings Per Share (after charging of loss on sale (Rs.) 36.96 4.77 of investment and other liability related to its subsidiary at Bangladesh)

Cash Earnings Per Share (before charging of loss (Rs.) 66.29 33.23 on sale of investment and other liability related to its subsidiary at Bangladesh)

Cash Earnings Per Share (after charging of loss on (Rs.) 62.13 29.16 sale of investment and other liability related to its subsidiary at Bangladesh)

Book Value per Share
DIVIDEND

Your Company paid ap Interim Dividend of Rs. 21- per equity share (20%) in January, 2010. The Board of Directors now recommend a Final Dividend of Rs. 3/- per equity share (30%) which is subject to consideration and approval of the Shareholders at the ensuing Annual General Meeting of the Company, making the aggregate dividend at Rs. 5/- per equity share (50%), against previous years Rs. 21- per equity share (20%). The requisite amount of Rs. 746.26 Lacs (including distribution tax, surcharge and education cess) has been provided in the accounts for the purpose of Dividend.

RESERVES

Your Directors have proposed to carry a sum of Rs. 1,900 Lacs to the General Reserve Account out of the profits available.

YEAR IN RETROSPECT

The financial year 2009-2010 has shown signs of recovery in the major economies of the world which were affected by the economic slowdown in the previous financial year. During the year under review, Governments around the world acted quickly and decisively, and in a coordinated manner, which helped to prevent the situation slipping into a full scale depression.

Your Company has successfully managed to overcome the effects of the global economic downturn which became evident with its performance during the year under review. The gross turnover of the Company has increased to Rs. 116,163 Lacs as compared to Rs. 103,026 Lacs in the previous year. During the financial year 2009-2010, the operating profit of the Company has increased to Rs. 12,276 Lacs as compared to Rs. 8,262 Lacs in the previous year. The plastic business has achieved a volume growth of 27% and value growth of 21%.

The retail business of the Company i.e. ©home division has achieved a gross turnover of Rs. 13,278 Lacs resulting into a growth of 7% as compared to the previous year. During the year under review the Company had sixteen ©home stores in eleven cities. The Companys development programs for its retail business are progressing satisfactorily and further it has plans to expand its presence, product range and reach towards becoming a strong player in this market.

AWARDS AND RECOGNITIONS

During the year under review, the moulded plastic furniture business of the Company have been awarded the "Top Exporter of Plastic Furniture" for the year 2008-09 by the Plastics Export Promotion Council. We have been accorded the status of "Star Export House" by the Ministry of Commerce and Industry for a period of five years, effective from 1st April, 2009.

MANAGEMENTS DISCUSSION & ANALYSIS REPORT

A detailed review of the progress and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

SUBSIDIARIES & JOINT VENTURE

As on 31st March, 2010, the Company had three subsidiaries out of which Nilkamal Eswaran Plastics Private Limited and Nilkamal Eswaran Marketing Private Limited are based at Colombo, Sri Lanka and Nilkamal Crates and Bins-FZE at Ajman, U.A.E.

During the year under review, all the subsidiaries of the Company has performed well and are expected to exhibit the same growth in the current financial year.

During the year under review the Company sold its entire investment in its two subsidiaries after considering the economic situations and viability of the projects. The Company had disposed off its stake in Starshine Land Developers Private Limited on 23rd July, 2009. Further the investment in Nilkamal Padma Plastics Private Limited, Bangladesh was sold on 31st March, 2010 to the local Joint Venture Partner.

The statement pursuant to Section 212 of the Companies Act, 1956 is annexed to this report.

The business of Indo German Joint Venture Company viz. Nilkamal Bito Storage Systems Private Limited in its third year of operation has achieved turnover of Rs. 3,630 Lacs as compared to Rs. 2,810 Lacs for previous year and has incurred net loss for the financial year 2009-2010 of Rs. 804 Lacs against Rs. 372 Lacs of the previous year.

EXPORTS

Companys Exports during the year were Rs. 1,673 Lacs as compared to Rs. 1,644 Lacs in the previous year. FIXED DEPOSITS

The Company has not accepted any Public Deposits covered under Section 58A of the Companies Act, 1956 from the Members or the Public during the year.

AUDITORS AND AUDITORS REPORT

The Joint Auditors M/s. Dalai & Shah and M/s. Vora & Associates, retire at the ensuing Annual General Meeting. It has been decided that M/s. Dalai & Shah and M/s. Vora & Associates, would be re-appointed as the Joint Statutory Auditors of the Company.

M/s. Dalai & Shah and M/s. Vora & Associates, are entitled for re-appointment as Statutory Auditors. Both M/s. Dalai & Shah and M/s. Vora & Associates, have expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in pursuance to the provisions of Section 224(1 B) of the Companies Act, 1956.

The notes to accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

DIRECTORS

Mr. Dadi B. Engineer, Mr. Rajesh G. Kapadia and Mr. Hiten V. Parekh, Directors of the Company retire by rotation at the ensuing Annual General Meeting. Mr. Rajesh G. Kapadia has expressed his unwillingness to be re-appointed at the ensuing Annual General Meeting due to his other professional commitments and accordingly shall not be re-appointed as the Director of the Company. Mr. Dadi B. Engineer and Mr. Hiten V. Parekh being eligible have offered themself for re-election.

The Board of Directors put on record the efforts and contribution of Mr. Rajesh G. Kapadia for six years. His association with the Company for such a long period and the guidance provided by him from time to time has been remarkable.

Brief resume of the Directors proposed to be re-appointed, nature of the expertise in specific functional areas, name of the Companies in which they hold Directorships and Memberships/ Chairmanships of the Board Committees and shareholding as stipulated under Clause 49 of the Listing Agreements with Stock Exchanges in India forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) that they 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 of the Company for that period;

iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

A certificate from Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting of Interest in Joint Ventures, your Directors have pleasure in attaching the Consolidated Financial Statements which form part of the Annual Report and Accounts.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of employees are set out in the annexure to the Directors Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under the Clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and as amended and forming part of the Directors Report for the year ended 31st March, 2010 is given in the Annexure to this Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the Company from the Bankers, State Government Authorities, Local Authorities and its Employees during the year.

For and on behalf of the Board

Place: Mumbai Vamanrai V. Parekh

Date: May 15, 2010 Chairman

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