Directors Report of Indo National Ltd.
Mar 31, 2023
The Directors have pleasure in presenting the Fiftieth Annual Report of your Company together with the Audited Balance Sheet as at March 31, 2023, the Statement of Profit & Loss for the year ended that date and the Auditors'' Report thereon
FINANCIAL RESULTS:
The profit after tax for the year under review is at Rs.100.31 Lakhs as against Rs.778.25 Lakhs in the previous year. The financial results for the year 2022-23 as compared with the previous year are summarized as under.
|
2022-23 |
2021-22 |
|
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
|
|
Profit before Tax and Depreciation |
1,157.91 |
1,632.87 |
|
Less : Depreciation for the year |
1,007.60 |
572.62 |
|
Profit before Tax |
150.31 |
1,060.25 |
|
Provision for Tax including Deferred Tax |
50.00 |
282.00 |
|
Profit after Tax |
100.31 |
778.25 |
|
Other Comprehensive Income (OCI) |
79.00 |
(34.00) |
|
Total Comprehensive income for the period |
179.31 |
744.25 |
|
Add : Surplus in P&L Account brought forward |
710.64 |
903.89 |
|
Total |
889.95 |
1,648.14 |
|
Less : APPROPRIATION |
||
|
General Reserve |
- |
- |
|
Payment of Dividend |
375.00 |
937.50 |
|
Surplus in P&L A/c carried forward |
514.95 |
710.64 |
|
Total |
889.95 |
1,648.14 |
REVIEW OF PERFORMANCE DRY CELL BATTERIES:
This category has seen a flattish trend in value and declines in volume. Your company managed a 3% value growth backed by price increases. The input costs have been on a higher side although the year which had an impact on margins. There is a continuous erosion of battery-operated torches due to cheaper grey market options, this had major impact on battery consumption.
It has been observed consumption in urban markets are moving up due to urbanization and usage of
multiple gadgets. Your company has worked out focused plans to strengthen urban distribution to grow faster in our core.
NON- BATTERY CATEGORIES:
Technology shift in the flashlight category from battery operated torches to rechargeable torches is happening at a rapid pace. Your company''s growth of 26% in the RC torches segment reflects this significant shift. The rechargeable segment is currently dominated by unbranded players due to cheap imports. Keeping in mind the growing RC Torches market and its future potential, your company has planned to launch a wide range of rechargeable torches at various consumer price-points to increase and solidify the portfolio in this segment.
Your company has also achieved a 39% growth in the Mosquito-bats category with significant contribution from the newly launched economy priced mosquito swatter. Your company will continuously scale-up in this category with new range extensions and channel plans.
Your company sees huge opportunity in the LED category as space to grow is very large. We are happy to share your company has delivered a robust 30% growth in LED and 31% growth in Electrical Accessories. Your company will continue to leverage its tradition trade distribution and building exclusive LED channel networks to grow aggressively in the LED category.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.
DIVIDEND:
Your Directors recommends a dividend of Rs.5/-per share (100%) for the year 2022-23. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 27th September, 2023. The Company intends to pay the dividend on
6th October, 2023. The above dividend declared by the Company is in accordance with dividend distribution policy of the Company.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company had formulated a Dividend Distribution Policy (''the Policy''). The Policy is available on the Company''s website https://www.nippo.in/html/pdf/ Dividend%20Distribution%20Policy.pdf
TRANSFER TO RESERVES:
During the year under review, your Company has not transferred any amount to General Reserves.
SHARE CAPITAL:
During the year under review, the Company has neither issued any shares with differential voting rights nor issued sweat equity shares. Further, the Company did not grant any stock options during the year under review.
FIXED DEPOSITS:
The Company has not accepted any deposits from the public.
CREDIT RATING:
The rating provided by CRISIL Ltd. for the credit facilities of Rs.85 Crores availed by the Company from banks are as follows :
|
Long Term Rating |
: CRISIL A / Stable (Reaffirmed) CRISIL A - / Negative (Downgraded from CRISIL A / Stable) |
|
Short Term Rating |
: CRISIL A1 (Reaffirmed) (Downgraded from CRISIL A1 |
During the Financial Year 2022-23, there was a change in the rating as mentioned above.
SUBSIDIARIES, CONSOLIDATED FINANCIAL STATEMENTS:
Your Directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Companies Act 2013 and SEBI (LODR) Regulations 2015. The consolidated financial statements have been prepared by the Company in accordance with the Accounting Standards prescribed by the ICAI in this regard.
The Audited Consolidated Financial Statements together with Auditor''s Report form part of the Annual Report. The Auditor''s Report does not contain any qualification, reservation or adverse remarks.
Your Company''s subsidiary, M/s. Kineco Ltd., registered a consolidated turnover for the year 2022-23 amounts to Rs.167.22 crs. as against Rs.201.65 crs. in the previous year 2021-22. Total comprehensive income for the year amounts to (Rs.8.53) crs. as against Rs.6.21 crs. in the previous year. The total comprehensive income attributable to owners of the company for the year amounts to (Rs.11.62) crs. as against Rs.2.69 crs. in the previous year.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached to the financial statements of the company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the company consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the company.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:
Management''s Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations 2015 is presented in a separate section forming part of the Annual Report. DIRECTORS'' RESPONSIBILITY STATEMENT:
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31,2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a ''going concern'' basis;
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
A separate report on Corporate Governance along with Auditors'' Certificate on its compliance is attached as Annexure - "B" to this report.
As per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at www.nippo.in
The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.
All Related Party Transactions are placed before the Audit Committee as well as Board for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm''s Length.
There were no contract / arrangement / transactions entered in to during the year ended March 31, 2023 which were not at arm''s length basis.
All the material related party transitions exceeding Rupees Ten Billion or 10% of the Annual Standalone
/ Consolidated turnover as per the last audited financial statement/ other related party transactions were entered during the year by the company are disclosed in accordance with section 134 (3) (h) of the Companies Act, 2013, in form AOC 2 as per Annexure -"C" of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The CSR committee comprises Mr.N.Ramesh Rajan, Chairman, Mr. M.Sankara Reddy, and Mr. PAditya Reddy as other members.
The Board has laid out the Company''s policy on corporate social responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee. The Committee also monitors the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. During the year, the Company had spent 2% of its average net profits for the three immediately preceding financial years on CSR activities.
The financial data / Annual Report pertaining to the Company''s CSR activities for the financial year 2022-23 is presented in the prescribed format in Annexure-"D" to the Board Report.
The CSR Policy is available on our website www.nippo.in
RISK MANAGEMENT:
The Board has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company regularly updates to committee on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
The Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.
In accordance with the Articles of Association of the Company Mr. PDwaraknath Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.
In accordance with the Articles of Association of the Company Mr. R.P Khaitan will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.
In accordance with the Articles of Association of the Company Mr. P Aditya Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.
In accordance with the Articles of Association of the Company Mr. M.Sankara Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.
In the opinion of the Board, Mr. N. Ramesh Rajan and Mrs. Lakshmmi Subramanian Independent Directors of the company possess integrity, expertise and experience (including the proficiency).
KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. P Dwaraknath Reddy, Managing Director, Mr. P Aditya Reddy, Joint Managing Director, Mr. C.R. Sivaramakrishnan , Chief Financial Officer and Mr. J.Srinivasan G. M -Finance & Company Secretary. There has been no change in the Key Managerial Personnel during the year.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE:
The details of inter-se relationship between Directors are given in the Corporate Governance Report.
Information about all the Directors proposed to be re-appointed is furnished in the Explanatory Statement under Section 102 of the Companies Act, 2013 under the heading "Information about the Directors proposed to be re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations 2015.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:
As per Companies Act, 2013 and SEBI (LODR) Regulations 2015 mandates that the Board shall monitor and review the Board evaluation framework and a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board subsequently evaluated its own performance, the working of its Committees and Independent Directors without participation of the relevant Director(s).
TRAINING OF INDEPENDENT DIRECTORS:
To familiarize the strategy, operations and functions of our Company, the executive directors make presentations/ orientation programme to non -executive independent directors about the company''s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, production facilities and quality and risk management. The appointment letters of Independent Directors has been placed on the Company''s website at www.nippo.in
MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company had met during the year on 1 0th February, 2023 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the company management and the Board.
Five meetings of the Board of directors were held during the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Board of Directors has the following Committees:
1 . Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee.
5. Risk Management committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
BUSINESS RESPONSIBILITY REPORT:
Business Responsibility Report as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by the Company on the environment, social and governance aspects of business, forms part of this Annual Report is appended on Annexure-H to this report.
Your Directors wish to place on record their appreciation for the dedication and hard work put in by the employees at all levels for the overall growth of your Company. Relations with the employees at Factory, Head office / Depots and other Branches were cordial during the year.
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 the information required in respect of employees of the Company is appended in Annexure-G to this report. As per section 136(1) of the Companies Act, 2013 the report and accounts are being sent to the members and others entitled thereto. Any member interested in inspecting or obtaining copy of the statement of particulars of employees being forms part of the Report may contact the Company Secretary at Registered Office during working hours and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.
NOMINATION AND REMUNERATION POLICY OF THE COMPANY:
The Company''s policy on directors'' appointment and remuneration and other matters provided in
Section 1 78(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Board''s Report. The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:
The particulars of loans, guarantees and investments under section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014 for the financial year 2022-23 are given in the notes to the financial statements.
M/s G. Balu Associates (Firm Registration No. 000376S) have been re-appointed as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 49th Annual General Meeting till the conclusion 54th Annual General Meeting of the Company. Further the auditors have confirmed their eligibility under Section 144 of the Companies Act, 2013 and the rules made there under. The Auditor''s Report along with Notes to Accounts is self-explanatory and therefore does not call for any further explanations / comments. The Auditor''s Report does not contain any qualifications, reservation and or adverse remarks. Pursuant to provisions of section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014 the Company has appointed Mr. P Raju Iyer, Practicing Cost Accountant, as the Cost Auditor of the Company for conducting the audit of cost records of the Company for the financial year ending 31st March 2024 subject to ratification of remuneration payable to him by the members of the Company at the ensuing Annual General Meeting of the Company. The Company hereby confirms that maintenance of Cost Accounts and Records as specified by the Central Government under section 148(1) of the Companies Act, 2013.
As required under Section 204 of the Companies Act, 2013 and Rules thereunder the Board has appointed M.Damodaran & Associates, Practising Company Secretaries as Secretarial Auditor of the company to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure - "F" to this Report. The Secretarial Audit Report of M/s. Kineco Ltd (Material unlisted subsidiary) for the financial year ended 31st March 2023, is annexed herewith marked as - Annexure - F1 to this Report. The Secretarial Audit Report''s does not contain any qualification, reservation or adverse remark.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.
WHISTLE BLOWER POLICY/VIGIL MECHANISIM:
The Company has adopted a whistle blower policy / Vigil mechanism that cover directors and employees of the Company to bring to the attention of the management any issues which is to be in violation or in conflict with the fundamental business principles of the Company. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express those concerns without fear of punishment or unfair treatment.
No one may take any adverse action against any employee for complaining about, reporting, or participating or assisting in the investigation of, a reasonably suspected violation of any law, this Policy, or the Company''s Code of Conduct and Ethics.
All the employees have been given access to the Audit Committee. The Company Secretary is the
designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.
The Whistle Blower Policy is available on the website of the Company www.nippo.in
INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorised and recorded.
The Company has an established Internal Financial Control to cover internal controls over financial reporting and operating controls etc., The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC:
Your Company has always been in the forefront of
energy conservation. Several measures to conserve
energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts as required under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure "A" to this Report. The Company has an in-house Research Development Department, where the main areas of focus are, Energy Conservation, Process upgradation and Environment Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India has recognized in-house R&D facilities of the Company.
The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the Company''s website: www.nippo.in weblink : http:/ /www.nippo.in/html/pdf/ANN.RETURN_2023.pdf
STATEMENT PURSUANT TO SEBI (LODR) REGULATIONS 2015:
The Company''s Securities are listed with Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company has paid the Annual Listing fees to all the Stock Exchanges.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company during the year except cartelisation of Zinc carbon dry cell battery case pending before Hon. National Company Law Appellate Tribunal, New Delhi. (NCLAT).
DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The company has in place an anti-sexual Harassment Policy as required under prevention of Sexual Harassment of Woman at workplace (Prohibition, Prevention and Redressal) Act 2013 and constituted an Internal Complaints Committee (ICC).Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
As per Section 124(6) of the Companies Act, 2013 read with the IEPF Rules as amended, all the shares in respect of which dividend has remained unpaid / unclaimed for seven consecutive years or more have been transferred to IEPF Account.
GENERAL:
During the year under review
1. The Company had not issued equity shares with differential voting rights as to dividend, voting right or otherwise.
2. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
3. Neither the Managing Director nor the Joint Managing Director of the company receives any remuneration or commission from any of its subsidiaries
4 Application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year - Nil.
5. Major things happened during the year which made the impact on the overall workings of the company & the major actions taken by the company in that respect - Nil.
6. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof - Nil.
ACKNOWLEDGEMENT:
Your Directors thank the Central and State Governments and the Banks for their continued help and support.
Your Directors also thank the Authorised Wholesale Dealers, Distributors and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Company''s products. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.
Mar 31, 2018
DIRECTORS'' REPORT
for the year ended March 31, 2018
The Directors have pleasure in presenting the Forty Fifth Annual Report of your Company together with the Audited Balance Sheet as at March 31, 2018, the Statement of Profit & Loss for the year ended that date and the Auditors'' Report thereon.
FINANCIAL RESULTS
The profit before tax for the year under review is at Rs.21.03 Crores as against Rs.20.91 Crores in the previous year. The financial results for the year 2017-18 as compared with the previous year are summarized as under :
fastest growing category of batteries in India. Your Company''s production quantity had decreased from 618 million pieces to 521 million pieces. The sales quantity also decreased from 625 million pieces to 542 million pieces. In terms of value, your Company had registered a turnover of Rs.275.80 crores as against Rs.318.64 crores in the previous year. (Net of GST)
LIGHTING PRODUCTS
The sales volume of flashlight and other lighting products had decreased from 40.90 lakhs pieces to 26.07 lakhs pieces as compared to the previous year. In LED product category (bulbs, fixtures, tube lights, etc.,) your company expects to grab sizable market share in coming years which will improve both top and bottom line of the financials of the company.
DIVIDEND
Your Directors recommends a dividend of Rs.20/-per share (200%) for the year 2017-18. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 24th September, 2018. The company intends to pay the dividend on 3rd October, 201 8.
FIXED DEPOSITS
The Company has not accepted any deposits from the public.
SUBSIDIARIES, CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
During the year your company, through its wholly owned subsidiary M/s. Helios Strategic Systems Ltd (HSSL),had invested Rs.8 crores in Cumulative Optionally Redeemable Preference shares issued by Kineco Limited a step one subsidiary of your company. HSSL is also entitled to appoint majority of the Board of directors in Kineco Limited.
REVIEW OF PERFORMANCE DRY CELL BATTERIES
The Dry Cell Battery Industry as a whole was affected due to import of poor quality batteries from China, digitalization of gadgets and de-stocking of volume by trade distribution channels. In terms of battery category wise, sale of "D" size continues to drop year on year over 23%, "AA" varieties drop by 14% and "AAA" verities continues to be
|
2017-18 |
2016-17 |
|
|
(Rs. in crores) |
(Rs. in crores] |
|
|
Profit Before Tax and Depreciation |
36.93 |
37.59 |
|
Less : Depreciation forthe year |
5.77 |
5.24 |
|
Profit Before Tax |
31.16 |
32.35 |
|
Provision for tax including Deferred tax |
10.13 |
11.44 |
|
Profit after Tax |
21.03 |
20.91 |
|
Add : Surplus in P&L Account brought forward |
18.94 |
16.28 |
|
Sub - Total |
39.97 |
37.19 |
|
Your Directors recommend the following appropriations |
||
|
Less : APPROPRIATION |
||
|
General Reserve |
15.00 |
7.00 |
|
Proposed Dividend |
9.38 |
9.38 |
|
Tax on proposed dividend |
1.90 |
1.87 |
|
Surplus in P&L A/c carried forward |
13.69 |
18.94 |
|
Total |
39.97 |
37.19 |
The consolidated financial statement have been prepared by the company in accordance with the Accounting Standards prescribed by the ICAI in this regard. The Audited Consolidated Financial Statements together with Auditor''s Report form part of the Annual Report. The Auditor''s Report does not contain any qualification, reservation or adverse remarks.
Your Company''s subsidiary, M/s. Kineco Ltd., registered a consolidated turnover for the year 2017-18 amounts to Rs.118.48 crores as against Rs.61.33 crores in the previous year 2016-17. Total comprehensive income for the year amounts to Rs.13.00 crores as against Rs.3.17 crores in the previous year. The total comprehensive income attributable to owners of the company for the year amounts to Rs.8.42 crores as against Rs.2.46 crores in the previous year.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations 2015 is presented in a separate section forming part of the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c) 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) they have prepared the annual accounts on a ''going concern'' basis;
e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with Auditors'' Certificate on its compliance is attached as Annexure - "B" to this report.
RELATED PARTY TRANSACTIONS
As per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at www.nippobatteries.com.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.
All Related Party Transactions are placed before the Audit Committee as well as Board for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm''s Length.
There were no contract / arrangement / transactions entered in to during the year ended March 31, 2018 which were not at arm''s length basis.
All the material related party transitions exceeding ten percent of the annual consolidated turnover as per the last audited financial statement / other related party transactions were entered during the year by the company are disclosed in accordance with section 134 (3) (h) of the Companies Act, 2013, in form AOC 2 as per Annexure - "C" of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The CSR committee comprises Mr.N.Ramesh Rajan, Chairman, Mr. S.Obul Reddy, and Mr. P.Aditya Reddy as other members.
The Board has laid out the Company''s policy on corporate social responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee. The Committee also monitors the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. During the year, the Company has spent 2% of its average net profits for the three immediately preceding financial years on CSR activities.
The financial data / Annual Report pertaining to the Company''s CSR activities for the financial year 2017-2018 is presented in the prescribed format in Annexure-"D"to the Board Report.
The CSR Policy is available on our website www.nippobatteries.com.
RISK MANAGEMENT
The Board has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company regularly updates to committee on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
DIRECTORS
In accordance with the Articles of Association of the Company Mr. P Dwaraknath Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.
In accordance with the Articles of Association of the Company Mr. R.P Khaitan will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.
In accordance with the Articles of Association of the Company Mr. P Aditya Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.
In accordance with the Articles of Association of the Company Mr.S. Obul Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.
The Board of Directors on recommendation of the Nomination and Remuneration Committee has reappointed Mr. N. Ramesh Rajan as an Independent Director of the company for a second term of 5 consecutive years on the expiry of his current term of office.
The Board of Directors on recommendation of the Nomination and Remuneration Committee has reappointed Mrs. Lakshmmi Subramanian as an Independent Director of the company for a second term of 5 consecutive years on the expiry of her current term of office.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section
(6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations 2015.
Information about all the Directors proposed to be re-appointed is furnished in the Explanatory Statement under Section 102 of the Companies Act, 2013 under the heading "Information about the Directors proposed to be re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration.
Mr. M. Sankara Reddy, Chief Financial Officer of the Company, retires from the service effective from closing business hours of 30th June 2018 after long distinguished career spanning about 36 years in the Company. The Board of Directors wish to place on record their appreciation of service rendered by Mr. M. Sankara Reddy.
Pursuant to approval by the Audit Committee and recommendation by the Nomination and Remuneration Committee, Mr. M. Subramanyam has been appointed as the Chief Financial Officer and KMP of the Company (presently holding the position in the Company as President), with effect from 01st July 2018, a qualified Chartered Accountant, having more than 27 years'' of experience in the areas of corporate finance, strategy - conceptualizing, implementing and project implementation etc., The term of appointment is as per the service conditions applicable to the employees of the Company.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS
As per Companies Act, 2013 and SEBI (LODR) Regulations 2015 mandates that the Board shall monitor and review the Board evaluation framework and a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board subsequently evaluated its own performance, the working of its Committees and Independent Directors without participation of the relevant Director(s).
TRAINING OF INDEPENDENT DIRECTORS
To familiarize the strategy, operations and functions of our Company, the executive directors make presentations / orientation programme to non -executive independent directors about the company''s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, production facilities and quality and risk management. The appointment letters of Independent Directors has been placed on the Company''s website at www.nippobatteries.com.
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company had met during the year on 13th February, 2018 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the company management and the Board.
MEETINGS OF THE BOARD
Four meetings of the Board of directors were held during the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
PERSONNEL
Your Directors wish to place on record their appreciation for the dedication and hard work put in by the employees at all levels for the overall growth of your Company. Relations with the employees at Factory, Head office / Depots and other Branches were cordial during the year.
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 the information required in respect of employees of the Company, will be provided upon request. As per section 136 (1) of the Companies Act, 2013 the report and accounts are being sent to the members and others entitled thereto. Any member interested in inspecting or obtaining copy of the
statement of particulars of employees being forms part of the Report may contact the Company Secretary at Registered Office during working hours and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.
REMUNERATION POLICY OF THE COMPANY
The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Board''s Report. The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013
The particulars of loans, guarantees and investments under section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014 for the financial year 2017-18 are given in the notes to the financial statements.
STATUTORY AUDITORS
M/s G. Balu Associates (Firm Registration No. 000376S/S-200073) have been appointed as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of Forty Fourth Annual General Meeting till the conclusion of the Forty Ninth Annual General Meeting of the Company. Further, the Auditors has confirmed their eligibility under Section 144 of the Companies Act,
2013 and the rules made there under. The Auditor''s Report along with Notes to Accounts is self-explanatory and therefore does not call for any further explanations / comments. The Auditor''s Report does not contain any qualifications, reservation and or adverse remarks.
COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014 the Company has appointed Mr. P Raju Iyer, Practicing Cost Accountant, as the Cost
Auditor of the Company for conducting the audit of cost records of the Company for the financial year ending 31stMarch 2019 subject to ratification of remuneration payable to him by the members of the Company at the ensuing Annual General Meeting of the Company. The Company hereby confirms that maintenance of Cost Accounts and Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.
SECRETARIAL AUDITOR
As required under Section 204 of the Companies Act, 2013 and Rules there under the Board has appointed M.Damodaran & Associates, Practicing Company Secretaries as Secretarial Auditor of the company to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - "F" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
WHISTLE BLOWER POLICY/VIGIL MECHANISIM
The Company has adopted a whistle blower policy/ Vigil mechanism that covers directors and employees of the Company to bring to the attention of the management any issues which is to be in violation or in conflict with the fundamental business principles of the Company. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express those concerns without fear of punishment or unfair treatment.
No one may take any adverse action against any employee for complaining about, reporting, or participating or assisting in the investigation of, a reasonably suspected violation of any law, this Policy, or the Company''s Code of Conduct and Ethics.
All the employees have been given access to the Audit Committee. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.
The Whistle Blower Policy is available on the website of the Company www.nippobatteries.com.
INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded.
The Company has an established Internal Financial Control to cover internal controls over financial reporting and operating controls etc., The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.
Your Company has always been in the forefront of energy conservation. Several measures to conserve energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts as required under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure "A" to this Report. The Company has an in-house Research Development Department, where the main areas of focus are, Energy Conservation, Process up gradation and Environment Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India has recognized in-house R&D facilities of the Company.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return of the Company is annexed herewith as Annexure - "E" to this report.
STATEMENT PURSUANT TO SEBI (LODR) REGULATIONS 2015
The Company''s Securities are listed with Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company has paid the Annual Listing fees to all the Stock Exchanges.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
The Competition Commission of India (CCI), in a Suo Moto case relating to cartelization of Zinc Carbon dry cell batteries market in India, through its order dated 19th April 2018 imposed a penalty of Rs.42.26 Crs against the Company. The company had filed an appeal and stay application before the Hon. National Company Law Appellate Tribunal, New Delhi, (NCLAT) against the CCI''s Order and The Hon. NCLAT passed an order to stay the penalty with the direction of depositing 10% of the penalty amounts to Rs.4.22 Crs within 15 days with the Registry of the NCLAT. The Company had deposited Rs.4.22 Crs with Registry of NCLAT before the due date.
The company based on a legal opinion and considering the uncertainty relating to outcome of this matter no provision has been considered in the books of accounts. The company has been advised to show the amount of penalty under the head "contingent Liability" as per Ind As-37 and the same has been disclosed as contingent liability in the books of accounts.
There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.
DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an anti-sexual Harassment Policy as required under prevention of Sexual Harassment of Woman at workplace (Prohibition, Prevention and Redressal) Act 2013 and constituted an Internal Complaints Committee (ICC).Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
GENERAL
During the year under review
1. The Company had not issued equity shares with differential voting rights as to dividend, voting right or otherwise.
2. No fraud has been reported to the Audit committee or to Board by the Auditors of the Company.
3. There was no change in the share capital or the key managerial personnel of the Company.
4. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
5. Neither the Managing Director nor the Whole time Directors of the company receive any remuneration or commission from any of its subsidiaries.
ACKNOWLEDGEMENT
Your Directors thank the Central and State Governments and the Banks for their continued help and support.
Your Directors also thank the Authorized Wholesale Dealers, Stockiest and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Company''s products. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.
For and on behalf of the Board of Directors
For Indo National Ltd
N. Ramesh Rajan
Place: Chennai Chairman
Date: 10th August, 2018 (DIN:01628318)
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Forty Second Annual
Report of your Company together with the Audited Balance Sheet as at
March 31, 2015, the Statement of Profit & Loss for the year ended that
date and the Auditors' Report thereon.
FINANCIAL RESULTS
The profit before tax for the year under review is at Rs.40.12 Crores
as against Rs. 18.29 Crores in the previous year. The financial results
for the year 2014-15 as compared with the previous year or summarized
as under :
2014-15 2013-14
(Rs. in crores) (Rs. in crores)
Profit Before Tax and Depreciation 45.52 23.54
Less : Depreciation forthe year 5.40 5.25
Profit Before Tax 40.12 18.29
Provision for tax including
Deferred tax 11.20 5.58
Profit after Tax 28.92 12.71
Add : Surplus in P&L Account
brought forward 3.50 2.56
Sub - Total 32.42 15.27
Your Directors recommend the following appropriations
Less : APPROPRIATION
Adjustments relating to Fixed Assets 1.80 -
General Reserve 16.00 3.00
Proposed Dividend 9.38 7.50
Tax on proposed dividend 1.88 1.27
Surplus in P&L A/c carried forward 3.36 3.50
Total 32.42 15.27
REVIEW OF PERFORMANCE DRY CELL BATTERIES
The Dry Cell Battery Industry production as a whole increased about
1.54% for the year 2014-15. Your Company's production has decreased
from 569 million pieces to 532 million pieces showing decrease of
6.50%. The sales also decreased from 638 million pieces to 617 million
pieces. In terms of value, your Company had registered a turnover of
Rs.341 crores as against Rs.350 crores in the previous year.
LIGHTING PRODUCTS
The sales volume of lighting products has decreased from 84.25 Lakh
pieces to 61.22 Lakhs pieces as compared to the previous year.
DIVIDEND
Your Directors recommends a dividend of Rs.25/- per share (250%) for
the year 2014-15. This Dividend, if approved, will be paid to the
Shareholders whose names appear on the Register of Members as on 23rd
September, 2015. The Company intends to pay the dividend on 29th
September, 2015.
FIXED DEPOSITS
The Company has not accepted any deposits from the public.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
There are no companies which have become or ceased to be its
subsidiaries, joint ventures or associate companies during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31,2015, the applicable accounting standards read with requirements set
out under Schedule III to the Act, have been followed and there are no
material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the 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) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with Auditors'
Certificate on its compliance is attached as Annexure - "B" to this
report.
RELATED PARTY TRANSACTIONS
As per the requirements of the Companies Act, 2013 and Equity Listing
Agreement, your Company has formulated a Policy on Related Party
Transactions which is also available on Company's website at
www.nippobatteries.com .
The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the
Company and Related Parties. This Policy specifically deals with the
review and approval of Material Related Party Transactions keeping in
mind the potential or actual conflicts of interest that may arise
because of entering into these transactions.
All Related Party Transactions are placed before the Audit Committee as
well as Board for review and approval. Prior omnibus approval is
obtained for Related Party Transactions on a quarterly basis for
transactions which are of repetitive nature and/ or entered in the
Ordinary Course of Business and are at Arm's Length.
There were no contract / arrangement / transactions entered in to
during the year ended March 31,2015 which were not at arm's length
basis.
All the material related party transitions exceeding ten percent of the
annual consolidated turnover as per the last audited financial
statement were entered during the year by the company are disclosed in
accordance with section 1 34 (3) (h) of the Companies Act, 2013, in
form AOC 2 as per Annexure -"C" of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The CSR committee comprises Mr.N.Ramesh Rajan, Chairman, Mr. S. Obul
Reddy, and Mr. M. Subramanyam as other members.
The Board has laid out the Company's policy on corporate social
responsibility (CSR), and the CSR activities of the Company are carried
out as per the instructions of the committee. The Committee also
monitors the implementation of the framework of the CSR Policy and
recommending the amount to be spent on CSR activities. During the year,
the Company has spent 2% of its average net profits for the three
immediately preceding financial years on CSR activities.
The financial data / Annual Report pertaining to the Company's CSR
activities for the financial year 2014-2015 is presented in the
prescribed format in Annexure-"D" to the Board Report.
The CSR Policy is available on our website www.nippobatteries.com.
RISK MANAGEMENT
The Board has constituted a Risk Management Committee which has been
entrusted with the responsibility to assist the Board in overseeing
that all the risks that the organization faces such as strategic,
financial, credit, market, legal, regulatory, reputational and other
risks have been identified and assessed and there is an adequate risk
management infrastructure in place capable of addressing those risks.
The Company regularly updates to committee on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives.
DIRECTORS
In accordance with the Articles of Association of the Company Mr. P.
Aditya Reddy and
M. Subramanyam will retire by rotation at this ensuing Annual General
Meeting. They being eligible, offer themselves for re-appointment.
As per Ministry of Corporate Affairs (MCA) General Circular 14/2014
dated 09th June, 2014, all existing independent directors within one
year from 01st April, 2014 should be re-appointed under Section 149 of
the Companies Act, 201 3 for a period of 5 years otherwise their terms
will be expired on 31st March, 2015.
Mr. VR.Gupte had resigned from the Board of your Company effective 15th
April, 2015.
Dr.S.A.Dave had resigned from the Board of your Company effective 15th
April, 2015.
The Board of Directors places on record their appreciation for the
valuable contribution made by Mr. V.R.Gupte and Dr.S.A.Dave for the
growth of the Company during their tenure as Director of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Information about all the Directors proposed to be re-appointed is
furnished in the Explanatory Statement under Section 102 of the
Companies Act, 2013 under the heading "Information about the Directors
proposed to be re-appointed" attached to the Notice of the ensuing
Annual General Meeting for your consideration.
As per Companies Act, 2013 and clause 49 of the Listing Agreement
mandates that the Board shall monitor and review the Board evaluation
framework and a formal annual evaluation needs to be made by the Board
of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated. The
evaluation of all the directors and the Board as a whole was conducted
based on the criteria and framework adopted by the Board.
TRAINING OF INDEPENDENT DIRECTORS
To familiarize the strategy, operations and functions of our Company,
the executive directors make presentations / orientation programme to
non - executive independent directors about the company's strategy,
operations, product and service offerings, markets, organization
structure, finance, human resources, production facilities and quality
and risk management. The appointment letters of Independent Directors
has been placed on the Company's website at www.nippobatteries.com.
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company had met during the year on
06th February, 201 5 to review the performance of non- Independent
Directors and the Board as a whole, review the performance of the
Chairperson of the Company and had accessed the quality, quantity and
timeliness of flow of information between the company management and
the Board.
MEETINGS OF THE BOARD
Six meetings of the Board of directors were held during the year. The
details of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
PERSONNEL
Your Directors wish to place on record their appreciation for the
dedication and hard work put in by the employees at all levels for the
overall growth of your Company. Relations with the employees at
Factory, Head office and other Branches were cordial during the year.
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 the information
required in respect of employees of the Company, will be provided upon
request. As per section 136 (1) of the Companies Act, 2013 the report
and accounts are being sent to the members and others entitled thereto.
Any member interested in inspecting or obtaining copy of the statement
of particulars of employees being forms part of the Report may contact
the Company Secretary at Registered Office during working hours and any
member interested in obtaining such information may write to the
company secretary and the same will be furnished on request.
NOMINATION AND REMUNERATION POLICY
Your company recognizes the importance of human resource as its
valuable assets and aligning the business objectives with specific
measurable performance of individual objectives and targets.
This policy on nomination and remuneration of Directors, Key Managerial
Personnel (KMPs) and other employees has been formulated in terms of
the provisions of the Companies Act, 2013 and the Listing Agreement to
pay equitable remuneration to the directors, KMPs and employees of the
Company.
The objective and purpose of the Remuneration Policy is to determine
qualifications, competencies, positive attributes and independence for
the appointment of a director (executive / non- executive) and
recommend to the Board policies relating to the remuneration of the
directors, KMPs and other employees.It also ensures that recognition of
performance encourages achieving better operational results.
The Nomination and Remuneration Committee recommends the
remuneration/commission payable to execute Directors which is approved
by the Board of Directors, subject to the approval of shareholders,
wherever necessary.
The Board will have the discretion to retain the Managing Director, KMP
and senior management personnel in the same position / remuneration or
otherwise, even after attaining the retirement age, for the benefit of
the Company. The Statement of Disclosure of Remuneration under Section
197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure-(G)
STATUTORY AUDITORS
At the Annual General Meeting held on September 26, 2014 M/s. P.
Srinivasan & Co, Chartered Accountants, were appointed as statutory
auditors of the Company to hold office till the conclusion of the 44th
Annual General Meeting of the Company. In terms of the first proviso
to Section 139 of the Companies Act, 2013, the appointment of the
auditors shall be placed for ratification at every Annual General
Meeting of the company. Accordingly, the appointment of M/s. P
Srinivasan & Co, Chartered Accountants, as statutory auditors of the
Company, is placed for ratification by the shareholders. In this
regard, the Company has received a certificate from the auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013. There are no
qualification or adverse remarks in the Auditor's Report which require
any clarification/explanation.
COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 read with Companies
(Cost records and audits) Rules, 2014 the Company has appointed Mr. P
Raju Iyer, Practicing Cost Accountant, as the Cost Auditor of the
Company for conducting the audit of cost records of the Company for the
financial year 2014-15.
SECRETARIAL AUDITOR
As required under Section 204 of the Companies Act, 2013 and Rules
thereunder the Board has appointed M.Damodaran & Associates, Practising
Company Secretaries as Secretarial Auditor of the company to conduct
Secretarial Audit for the financial year 2014-1 5. The Secretarial
Audit Report for the financial year ended March 31, 2015 is annexed
herewith marked as Annexure-(F) to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse
remark.
WHISTLE BLOWER POLICY/VIGIL MECHANISIM
The Company has adopted a whistle blower policy/ Vigil mechanism that
covers directors and employees of the Company to bring to the attention
of the management any issues which is to be in violation or in conflict
with the fundamental business principles of the Company. The Company is
committed to adhere to the highest standards of ethical, moral and
legal conduct of business operations and in order to maintain these
standards, the Company encourages its employees who have genuine
concerns about suspected misconduct to come forward and express those
concerns without fear of punishment or unfair treatment.
No one may take any adverse action against any employee for complaining
about, reporting, or participating or assisting in the investigation
of, a reasonably suspected violation of any law, this Policy, or the
Company's Code of Conduct and Ethics.
All the employees have been given access to the Audit Committee. The
Company Secretary is the designated officer for effective
implementation of the policy and dealing with the complaints registered
under the policy.
The Whistle Blower Policy is available on the website of the Company
www.nippobatteries.com.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC
Your Company has always been in the forefront of energy conservation.
Several measures to conserve energy and to reduce the costs associated
with it have been taken. The details regarding conservation of energy,
foreign exchange, technology absorption including R & D efforts (as
required under Section 134 (m) of the Companies Act, 2013 are given in
Annexure "A" to this Report. The Company has an in-house Research
Development Department, where the main areas of focus are, Energy
Conservation, Process upgradation and Environment Preservation. The
Ministry of Science and Technology, Department of Scientific and
Industrial Research, Government of India has recognized in-house R&D
facilities of the Company.
Your company had installed additional 0.276 M.W (existing 1.00 M.W)
solar power plant at Tada and power generated through solar plant is
being consumed in the factory. Your company also applied for REC
accreditation for power generated through Solar Plant.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return of the Company is annexed herewith as
Annexure -"E" to this report.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's Securities are listed with Bombay Stock Exchange (BSE)
and National Stock Exchange (NSE). The Company has paid the Annual
Listing fees to all the Stock Exchanges. Madras Stock Exchange Limited
(MSE) did not achieve the prescribed turnover before the period
stipulated by SEBI and hence has opted to seek voluntary surrender of
its recognition. Hence your company's securities have been delisted
from Madras Stock Exchange Limited.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status of the
Company.
GENERAL
Your Directors further states that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Woman at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors thank the Central and State Governments and the Banks
for their continued help and support.
Your Directors also thank the Authorised Wholesale Dealers, Stockiest
and Retailers for their excellent support under difficult conditions
and the Consumers for their continued patronage of your Company's
products. Your Directors are especially thankful to the esteemed
Shareholders for their continued encouragement and support.
For and on behalf of the Board of Directors
For Indo National Ltd
Place: Chennai N. Ramesh Rajan
Date : 07th August, 2015 Chairman
(DIN:01628318)
Mar 31, 2014
Dear members,
The Directors have pleasure in presenting the Forty First Annual
Report of your Company together with the Audited Balance Sheet as at
March 31, 2014, the Statement of Profit & Loss for the year ended that
date and the Auditors'' Report thereon.
REVIEW OF PERFORMANCE DRY CELL BATTERIES
The Dry Cell Battery Industry production as a whole decreased about 5%
for the year 2013-14. Your Company''s production also decreased from 577
million pieces to 569 million pieces showing decrease of 1.39%. The
sales also decreased from 669 million pieces to 638 million pieces. In
terms of value, your Company had registered a turnover of Rs.350 crores
as against Rs.340 crores in the previous year.
LIGHTING PRODUCTS
The sales volume of lighting products had increased from 80.96 Lakh
pieces to 84.25 Lakhs pieces as compared to the previous year.
FINANCIAL RESULTS
The profit before tax for the year under review is at Rs.18.29 Crores
as against Rs. 4.19 Crores in the previous year. The financial results
for the year 2013-14 as compared with the previous year are summarized
as under.
2013-14 2012-13
(Rs. in crores) (Rs. in crores)
Profit for the year 23.54 9.49
Less : Depreciation for the year 5.25 5.30
Profit after depreciation 18.29 4.19
Profit Before Tax 18.29 4.19
Provision for tax including
Deferred tax 5.58 0.30
Profit after Tax 12.71 3.89
Surplus in P&L Account brought forward 2.56 4.55
Profit available for appropriation 15.27 8.44
Your Directors recommend the following appropriations :
General Reserve 3.00 1.50
Proposed Dividend 7.50 3.75
Tax on proposed dividend 1.27 0.63
Surplus in P&L A/c carried forward 3.50 2.56
Total 15.27 8.44
DIVIDEND
Your Directors recommends a dividend of Rs.20/-per share (200%) for the
year 2013-14. This Dividend, if approved, will be paid to the
Shareholders whose names appear on the Register of Members as on 26th
September, 2014. The Company intends to pay the dividend on 30th
September, 2014.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company''s Securities are listed at the Stock Exchanges of Mumbai,
Chennai, and at the National Stock Exchange. The Company has paid the
Annual Listing fee to all the Stock Exchanges.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with Auditors''
Certificate on its compliance is attached as Annexure "B" to this
report.
FIXED DEPOSITS
The Company has not accepted any deposits from the public.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.
Your Company has always been in the forefront of energy conservation.
Several measures to conserve energy and to reduce the costs associated
with it have been taken. The details regarding conservation of energy,
foreign exchange, technology absorption including R & D efforts (as
required under Section 217(1) (e) of the Companies Act, 1956) are given
in Annexure "A" to this Report. The Company has an in-house Research
Development Department, where the main areas of focus are, Energy
Conservation, Process upgradation and Environment Preservation. The
Ministry of Science and Technology, Department of Scientific and
Industrial Research, Government of India has recognized in-house R&D
facilities of the Company.
Your company had installed 1 MW. Solar Power Plant at Tada and power
generated through solar plant is consumed in the factory. Your company
also applied for REC mechanism.
PERSONNEL
Your Directors wish to place on record their appreciation for the
dedication and hard work put in by the employees at all levels for the
overall growth of your Company. Relations with the employees at
Factory, Head office and other Branches were cordial during the year.
As per section 219 (1) (b) (iv) of the Companies Act, 1956 any member
interested in inspecting or obtaining copy of the statement of
particulars of employees being forms part of the Report and as required
to be annexed under Section 217(2A) of the Companies Act, 1 956 may
contact the Company Secretary at Registered Office during working
hours.
DIRECTORS
In accordance with the Articles of Association of the Company Mr. M.
Subramanyam and Mr. S. Obul Reddy will retire by rotation at this
ensuing Annual General Meeting. They being eligible, offer themselves
for re-appointment.
On May 7, 2014 the Nomination and Remuneration Committee recommended
the induction of Mr. N. Ramesh Rajan as an Independent Director of the
Board.
On July 17, 2014 the Nomination and Remuneration Committee recommended
the induction of Mrs. Lakshmmi Subramanian as Lady Independent Director
of the Board.
Justice S. Natarajan ceased to be a Director of the Company w.e.f. 11th
April 2014 due to his death which has been taken on record in the Board
Meeting held on 7th May 2014. The Board of Directors condole the
untimely demise of Justice
S. Natarajan and took on record the invaluable contributions made by
Justice S. Natarajan towards the progress of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 21 7(2AA) of the Companies
Act, 1 956, with respect to Directors'' Responsibility Statement, your
Directors hereby confirm that:
a) in the preparation of annual accounts, the applicable Accounting
Standards have been followed and there are no material departure from
the same;
b) 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 as on
31st March, 2014 and of the Profit of the Company for that period;
c) proper and sufficient care has been taken 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 frauds and other irregularities;
d) The annual accounts are prepared on a going concern basis.
AUDITORS
The Statutory Auditors of the Company M/s. P. Srinivasan & Co,
Chartered Accountants retire at the ensuing Annual General Meeting of
the Company. As per section 139 of the Companies Act, 2013, and Rules
made there under it is proposed to appoint M/s. P. Srinivasan & Co,
Chartered Accountants as Statutory Auditors of the Company for three
years until the conclusion of the 44th Annual General Meeting of the
Company. The Company has received a Certificate from them confirming
that their appointment will be within the limits laid down under
Section 141(3)(g) of the Companies Act, 2013.
COST AUDITOR
As per the directions of Central Government, the Company has appointed
Mr. P. Raju Iyer, Practicing Cost Accountant, as the Cost Auditor of
the Company under Section 233B of the Companies Act, 1956 for the audit
of the cost accounts of the company for the year ending 31st March
2014.
ACKNOWLEDGEMENT
Your Directors thank the Central and State Governments and the Banks
for their continued help and support.
Your Directors also thank the Authorised Wholesale Dealers, Stockists
and Retailers for their excellent support under difficult conditions
and the Consumers for their continued patronage of your Company''s
products. Your Directors are especially thankful to the esteemed
Shareholders for their continued encouragement and support.
For and on behalf of the Board of Directors
For Indo National Limited
Place: Chennai V. R.Gupte
Date :14th August, 2014 Chairman
Mar 31, 2013
The Directors have pleasure in presenting the Fortieth Annual Report
of your Company together with the Audited Balance Sheet as at March 31,
2013, the Statement of Profit & Loss for the year ended that date and
the Auditors'' Report thereon.
REVIEW OF PERFORMANCE
DRY CELL BATTERIES
The Dry Cell Battery Industry production as a whole decreased about
1.4% for the year 2012-13. Your Company''s production had also decreased
from 605 million pieces to 577 million pieces showing decrease of 4.63
%. The sales also decreased from 670 million pieces to 669 million
pieces. In terms of value, your Company had registered a turnover of
Rs.340 crores as against Rs.340 crores in the previous year.
LIGHTING PRODUCTS
The sales volume of lighting products had increased from 73.92 lakh
pieces to 80.96 lakh pieces as compared to the previous year.
FINANCIAL RESULTS
The profit before tax for the year under review is at Rs.4.19 Crores as
against Rs.11.72 Crores in the previous year. The financial results for
the year 2012-13 as compared with the previous year are summarized as
under.
2012-13 2011-12
(Rs. in crores) (Rs. in crores)
Profit for the year 9.49 16.76
Less : Depreciation for the year 5.30 5.04
Profit after depreciation 4.19 11.72
Profit Before Tax 4.19 11.72
Provision for tax including
Deferred tax 0.30 3.29
Profit after Tax 3.89 8.43
Surplus in P&L Account brought forward 4.55 2.48
Profit available for appropriation 8.44 10.91
Your Directors recommend the
following appropriations :
General Reserve 1.50 2.00
Proposed Dividend 3.75 3.75
Tax on proposed dividend 0.63 0.61
Surplus in P&L A/c carried forward 2.56 4.55
Total 8.44 10.91
DIVIDEND
Your Directors recommends a dividend of 100% for the year 2012-13. This
Dividend, if approved, will be paid to the Shareholders whose names
appear on the Register of Members as on 27th September, 2013. The
Company intends to pay the dividend on 4th October, 2013 itself,
instead of waiting for the statutory period of 30 days permitted by the
provisions of the Companies Act, 1956.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company''s Securities are listed at the Stock Exchanges of Mumbai,
Chennai, and at the National Stock Exchange. The Company has paid the
Annual Listing fee to all the Stock Exchanges.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with Auditors''
Certificate on its compliance is attached as Annexure "B" to this
report.
FIXED DEPOSITS
The Company has not accepted any deposits from the public.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.
Your Company has always been in the forefront of energy conservation.
Several measures to conserve energy and to reduce the costs associated
with it have been taken. The details regarding conservation of energy,
foreign exchange, technology absorption including R & D efforts (as
required under Section 217(1) (e) of the Companies Act, 1956) are given
in Annexure "A" to this Report. The Company has an in-house Research
Development Department, where the main areas of focus are, Energy
Conservation, Process upgradation and Environment Preservation. The
Ministry of Science and Technology, Department of Scientific and
Industrial Research, Government of India has recognized in-house R&D
facilities of the Company.
PERSONNEL
Your Directors wish to place on record their appreciation for the
dedication and hard work put in by the employees at all levels for the
overall growth of your Company. Relations with the employees at both
the Factories and Head office and other Branches were cordial during
the year.
The Company has no employees, attracting the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules 1975.
CHANGE OF NAME OF THE COMPANY
As you aware that during the year under review your company changed its
name from Nippo Batteries Co.Ltd to Indo- National Ltd with effect from
10th April 2013.
DIRECTORS
In accordance with the Articles of Association of the Company Mr. V.R.
Gupte and Dr.S.A.Dave will retire by rotation at this ensuing Annual
General Meeting. They being eligible, offer themselves for
re-appointment.
Mr. H. Aota resigned from theBoard with effect from 31st July 2012.
Your directors wish to place on record their appreciation of services
rendered by Mr. H. Aota.
Mr. K.Kudhara resigned from the Board with effect from 31st July 2012.
Your directors wish to place on record their appreciation of services
rendered by Mr. K.Kudhara.
Mr. H. Sugimura resigned from the Board with effect from 31st July
2012. Your directors wish to place on record their appreciation of
services rendered by Mr. H. Sugimura.
Mr. M. Subramanyam has been appointed as Additional Director of the
Board effective from 31st July, 2012.
Mr. S.Obul Reddy has been appointed as Director effective from 31st
July 2012.
Mr. P. Aditya Reddy has been appointed as Director effective from 31st
July 2012.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, your
Directors hereby confirm that:
a) in the preparation of statement of accounts, the applicable
Accounting Standards have been followed;
b) 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 as on 31st
March, 2013 and of the Profit of the Company for that period;
c) proper and sufficient care has been taken 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 frauds and other irregularities;
d) The annual accounts are prepared on a going concern basis.
AUDITORS
M/s. P. Srinivasan & Co, Chartered Accountants, Statutory Auditors of
the Company retires at the ensuing Annual General Meeting and is
eligible for re-appointment. The Company has received a Certificate
from them confirming that their appointment will be within the limits
laid down under Section 224(1B) of the Companies Act, 1956.
COST AUDITOR
As per the directions of Central Government, the company has appointed
Mr. P. Raju Iyer, Practising Cost Accountant, as the Cost Auditor of
the Company under Section 233B of the Companies Act, 1956 for the Audit
of the cost accounts of the company for the year ending 31st March,
2013. The cost audit report for the previous year ended 31stMarch, 2012
has to be filed on or before 28th February, 2013. The company has filed
cost audit report for the year 2012 on 26th February, 2013.
ACKNOWLEDGEMENT
Your Directors thank the Central and State Governments and the Banks
for their continued help and support. Your Directors also wish to
record the appreciation for the guidance and co-operation received from
the Foreign Collaborator M/s. Panasonic Corporation, Japan.
Your Directors also thank the Authorised Wholesale Dealers, Stockists
and Retailers for their excellent support under difficult conditions
and the Consumers for their continued patronage of your Company''s
products. Your Directors are especially thankful to the esteemed
Shareholders for their continued encouragement and support.
For and on behalf of the Board of
Directors
For Indo National Limited
Place: Chennai Justice S. Natarajan
Date : 17th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Thirty Ninth Annual
Report of your Company together with the Audited Balance Sheet as at
March 31, 2012, the Profit & Loss Account for the year ended that date
and the Auditors' Report thereon.
REVIEW OF PERFORMANCE
DRY CELL BATTERIES
The Dry Cell Battery Industry production as a whole decreased about 2%
for the year 2011-12. Your Company's production had also decreased from
668 million pieces to 605 million pieces showing decreases of 9%. The
sales also decreased from 696 million pieces to 670 million pieces. In
terms of value, your Company had registered a turnover of Rs.340 crores
as against Rs.350 crores for the previous year shows a decrease of
2.85%.over the previous year.
LIGHTING PRODUCTS
The sales volume of lighting products had increased from 71.10 lakh
pieces to 73.92 lakh pieces as compared to the previous year.
FINANCIAL RESULTS
The profit before tax for the year under review is at Rs.11.72 Crores
as against Rs.21.68 crores in the previous year. The financial results
for the year 2011-12 as compared with the previous year are summarized
as under.
2011-12 2010-11
(Rs. in crores) (Rs. in crores)
Profit for the year 16.76 27.25
Less : Depreciation for
the year 5.04 5.57
Profit after depreciation 11.72 21.68
Profit Before Tax 1.72 21.68
Provision for tax including
Deferred tax 3.29 7.05
Profit after Tax 8.43 14.63
Surplus in P&L Account
brought forward 2.48 5.05
Profit available for appropriation 10.91 19.69
Your Directors recommend the following appropriations :
General Reserve 2.00 5.75
Proposed Dividend 3.75 7.50
Tax on proposed dividend 0.61 1.22
Surplus in P&L A/c carried forward 4.55 5.22
Total 10.91 19.69
DIVIDEND
Your Directors recommends a dividend of 100% for the year 2011-12. This
Dividend, if approved, will be paid to the Shareholders whose names
appear on the Register of Members as on 31st July, 2012. The Company
intends to pay the dividend on 7th August, 2012 itself, instead of
waiting for the statutory period of 30 days permitted by the provisions
of the Companies Act, 1956.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's Securities are listed at the Stock Exchanges of Mumbai,
Chennai, and at the National Stock Exchange. The Company has paid the
Annual Listing fee to all the Stock Exchanges.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with Auditors'
Certificate on its compliance is attached as Annexure "B" to this
report.
FIXED DEPOSITS
The Company has not accepted any deposits from the public.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.
Your Company has always been in the forefront of energy conservation.
Several measures to conserve energy and to reduce the costs associated
with it have been taken. The details regarding conservation of energy,
foreign exchange, technology absorption including R & D efforts (as
required under Section 217(1) (e) of the Companies Act, 1956) are given
in Annexure "A" to this Report. The Company has an in-house Research
Development Department, where the main areas of focus are, Energy
Conservation, Process upgradation and Environment Preservation. The
Ministry of Science and Technology, Department of Scientific and
Industrial Research, Government of India has recognized in-house R&D
facilities of the Company.
PERSONNEL
Your Directors wish to place on record their appreciation for the
dedication and hard work put in by the employees at all levels for the
overall growth of your Company. Relations with the employees at both
the Factories and Head office and other Branches were cordial during
the year.
As per section 219 (1) (b) (iv) of the Companies Act, 1956 any member
interested in inspecting or obtaining copy of the statement of
particulars of employees being forms part of the Report and as required
to be annexed under Section 217(2A) of the Companies Act, 1956 may
contact the Secretary at Registered Office during working hours.
DIRECTORS
In accordance with the Articles of Association of the Company Justice
S. Natarajan and Mr. H. Aota retire by rotation at this ensuing Annual
General Meeting. They being eligible, offer themselves for
re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, your
Directors hereby confirm that:
a) in the preparation of statement of accounts, the applicable
Accounting Standards have been followed;
b) 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 as on
31st March, 2012 and of the Profit of the Company for that period;
c) proper and sufficient care has been taken 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 frauds and other irregularities;
d) The annual accounts are prepared on a going concern basis.
AUDITORS
M/s. P. Srinivasan & Co, Chartered Accountants, Statutory Auditors of
the Company retires at the ensuing Annual General Meeting and are
eligible for re-appointment. The Company has received a Certificate
from them confirming that their appointment will be within the limits
laid down under Section 224(1B) of the Companies Act, 1956.
COST AUDITOR
As per the directions of Central Government, the company has appointed
Mr. P. Raju Iyer, Practising Cost Accountant, as the Cost Auditor of
the Company under Section 233B of the Companies Act, 1956 for the Audit
of the cost accounts for the year ending 31st March, 2012.
ACKNOWLEDGEMENT
Your Directors thank the Central and State Governments and the Banks
for their continued help and support. Your Directors also wish to
record the appreciation for the guidance and co-operation received from
the Foreign Collaborator M/s. Panasonic Corporation, Japan.
Your Directors also thank the Authorised Wholesale Dealers, Stockists
and Retailers for their excellent support under difficult conditions
and the Consumers for their continued patronage of your Company's
products. Your Directors are especially thankful to the esteemed
Shareholders for their continued encouragement and support.
For and on behalf of the Board of Directors
For Nippo Batteries Co. Ltd.
V.R. Gupte
Chairman
Place: Chennai
Date : 25th May, 2012
Mar 31, 2011
The Directors have pleasure in presenting the Thirty Eighth Annual
Report of your Company together with the Audited Balance Sheet as at
March 31, 2011, the Profit & Loss Account for the year ended that date
and the Auditors Report thereon.
REVIEW OF PERFORMANCE
DRY CELL BATTERIES
The Dry Cell Battery Industry production as a whole increased about
2.60% for the year 2010-11. Your Companys production also increased
from 658 million pieces to 668 million pieces showing an increase of
1.52%. The sales decreased from 660 million pieces to 651 million
pieces. In terms of value, your Company had registered a turnover of
Rs.350 crores as against Rs.337 crores for the previous year shows an
increase of 3.86%.
LIGHTING PRODUCTS
The sales volume of lighting products had decreased from 62.40 lakh
pieces to 60.43 lakh pieces as compared to the previous year.
FINANCIAL RESULTS
The profit before tax for the year under review is at Rs.21.68 Crores
as against Rs.25.04 crores in the previous year. The financial results
for the year 2010-11 as compared with the previous year are summarized
as under.
2010-11 2009-10
(Rs. in crores) (Rs. in crores)
Profit for the year 27.26 30.85
Less : Depreciation for the year 5.57 5.83
Profit after depreciation 21.69 25.02
Prior period adjustments etc. 0.01 (0.02)
Profit Before Tax 21.68 25.04
Provision for tax including
Deferred tax 7.05 8.52
Profit after Tax 14.63 16.52
Surplus in P&L Account
brought forward 5.06 4.81
Profit available for appropriation 19.69 21.33
Your Directors recommend the following appropriations :
General Reserve 5.75 7.50
Proposed Dividend 7.50 7.50
Tax on proposed dividend 1.22 1.27
Surplus in P&L A/c carried forward 5.22 5.06
Total 19.69 21.33
DIVIDEND
Your Directors are happy to recommend a dividend of 200% for the year
2010-11. This Dividend, if approved, will be paid to the Shareholders
whose names appear on the Register of Members as on 20th July, 2011.
The Company intends to pay the dividend on 27th July, 2011 itself,
instead of waiting for the statutory period of 30 days permitted by the
provisions of the Companies Act, 1956.
STATEMENT PURSUANT TO LISTING AGREEMENT
The Companys Securities are listed at the Stock Exchanges of Mumbai,
Chennai, and at the National Stock Exchange. The Company has paid the
Annual Listing fee to all the Stock Exchanges.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with Auditors
Certificate on its compliance is attached as Annexure "B" to this
report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.
Your Company has always been in the forefront of energy conservation.
Several measures to conserve energy and to reduce the costs associated
with it have been taken. The details regarding conservation of energy,
foreign exchange, technology absorption including R & D efforts (as
required under Section 217(1) (e) of the Companies Act, 1956) are given
in Annexure "A" to this Report.
PERSONNEL
Your Directors wish to place on record their appreciation for the
dedication and hard work put in by the employees at all levels for the
overall growth of your Company. Relations with the employees at both
the Factories and Head office and other Branches were cordial during
the year.
As per section 219 (1) (b) (iv) of the Companies Act, 1956 any member
interested in inspecting or obtaining copy of the statement of
particulars of employees being forms part of the Report and as required
to be annexed under Section 217(2A) of the Companies Act, 1956 may
contact the Secretary at Registered Office during working hours.
DIRECTORS
In accordance with the Articles of Association of the Company Dr. S.A.
Dave and Mr. Hiroshi Sugimura retire by rotation at this ensuing Annual
General Meeting. They being eligible, offer themselves for
re-appointment.
Mr. M. Morikawa and Mr. J. Goto resigned from the Board with effect
from 12th October 2010. Your directors wish to place on record their
appreciation of services rendered by Mr. M. Morikawa and Mr. J. Goto
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, your
Directors hereby confirm that:
a) in the preparation of statement of accounts, the applicable
Accounting Standards have been followed;
b) 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 as on
31st March, 2011 and of the Profit of the Company for that period;
c) proper and sufficient care has been taken 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 frauds and other irregularities;
d) The annual accounts are prepared on a going concern basis.
AUDITORS
M/s. P. Srinivasan & Co, Chartered Accountants, Statutory Auditors of
the Company retires at the ensuing Annual General Meeting and is
eligible for re-appointment. The Company has received a Certificate
from them confirming that their appointment will be within the limits
laid down under Section 224(1B) of the Companies Act, 1956.
COST AUDITORS
The Central Government has approved the appointment of Mr. P. Raju
Iyer., Practising Cost Accountant for conducting the Cost Audit for the
Financial Year 2010-2011.
ACKNOWLEDGEMENT
Your Directors thank the Central and State Governments and the Banks
for their continued help and support. Your Directors also wish to
record the appreciation for the guidance and co-operation received from
the Foreign Collaborator M/s. Panasonic Corporation, Japan.
Your Directors also thank the Authorised Wholesale Dealers, Stockists
and Retailers for their excellent support under difficult conditions
and the Consumers for their continued patronage of your Companys
products. Your Directors are especially thankful to the esteemed
Shareholders for their continued encouragement and support.
For and on behalf of the Board of Directors
For Nippo Batteries Co. Ltd.
Place: Chennai Justice S. Natarajan
Date : 29th April 2011 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Thirty Seventh Annual
Report of your Company together with the Audited Balance Sheet as at
March 31, 2010, the Profit & Loss Account for the year ended that date
and the Auditorsà Report thereon.
REVIEW OF PERFORMANCE
Dry Cell Batteries
The Dry Cell Battery Industry production as a whole increased about
14.56% for the year 2009-10. Your CompanyÃs production had also
increased from 653 million pieces to 657 million pieces showing an
increase of 0.61%. The sales had also increased from 642 million pieces
to 660 million pieces. In terms of value, your Company had registered a
turnover of Rs.337 crores as against Rs.308 crores for the previous
year with an increase of 9.41%.
Torch and others
The sales volume of torchlights and other products had increased from
36.98 lakh pieces to 62.41lakh pieces as compared to the previous year.
The Company has introduced new Emergency Power Backup Range (EPBR)
products during the year and registered a turn over of Rs.26.03 cr.
FINANCIAL RESULTS
The profit before tax for the year under review is at Rs.25.04 Crores
as against Rs.24.53 crores in the previous year. The financial results
for the year 2009-10 as compared with the previous year are summarized
as under.
DIVIDEND
Your Directors are happy to recommend a dividend of 200% for the year
2009-10. This Dividend, if approved, will be paid to the Shareholders
whose names appear on the Register of Members as on 23rd July, 2010.
The Company intends to pay the dividend on 30th July, 2010 itself,
instead of waiting for the statutory period of 30 days permitted by the
provisions of the Companies Act, 1956.
STATEMENT PURSUANT TO LISTING AGREEMENT
The CompanyÃs Securities are listed at the Stock Exchanges of Mumbai,
Chennai, and at the National Stock Exchange. The Company has paid the
Annual Listing fee to all the Stock Exchanges.
CORPORATE GOVERNANCE
A separate report on Corporate Governance along with AuditorsÃ
Certificate on its compliance is attached as Annexure ÃBÃ to this
report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.
Your Company has always been in the forefront of energy conservation.
Several measures to conserve energy and to reduce the costs associated
with it have been taken. The details regarding conservation of energy,
foreign exchange, technology absorption including R & D efforts (as
required under Section 217(1) (e) of the Companies Act, 1956) are given
in Annexure ÃAÃ to this Report.
PERSONNEL
Your Directors wish to place on record their appreciation for the
dedication and hard work put in by the employees at all levels for the
overall growth of your Company. Relations with the employees at both
the Factories and Head office and other Branches were cordial during
the year.
As per section 219 (1) (b) (iv) of the Companies Act, 1956 any member
interested in inspecting or obtaining copy of the statement of
particulars of employees being forms part of the Report and as required
to be annexed under Section 217(2A) of the Companies Act, 1956 may
contact the Secretary at Registered Office during working hours.
DIRECTORS
In accordance with the Articles of Association of the Company Justice
Mr. S. Natarajan and Mr. V.R. Gupte retire by rotation at this ensuing
Annual General Meeting. They being eligible, offer themselves for
re-appointment.
Mr. S.R. Jiwarajka resigned from Board with effect from 1st October,
2009. Your directors wish to place on record their appreciation of
services rendered by Mr. S.R. Jiwarajka.
Mr. P. Obul Reddy resigned from Board with effect from 23rd April,
2010. Your directors wish to place on record their appreciation of
services rendered by Mr. P. Obul Reddy.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directorsà Responsibility Statement, your
Directors hereby confirm that:
a) in the preparation of statement of accounts, the applicable
Accounting Standards have been followed;
b) 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 as on
31st March, 2010 and of the Profit of the Company for that period;
c) proper and sufficient care has been taken 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 frauds and other irregularities;
d) The annual accounts are prepared on a going concern basis.
WIND MILL
During the year your company has commissioned one more Wind mill
(1.5MW) at Tirunelveli District., Tamil Nadu at an investment of
Rs.9.25 Crores. The units generated are being sold to Tamilnadu
Electricity Board (TNEB) at applicable rates as notified by the Board.
The Company is persuaded to get Carbon Credit also.
The emission reduction shall be real, measurable and give long term
benefits to the mitigation of climate change and helps in reducing net
global green house gas emissions at significantly lower international
costs.
AUDITORS
M/s. P. Srinivasan & Co, Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing Annual General Meeting and are
eligible for re-appointment. The Company has received a Certificate
from them confirming that this appointment will be within the limits
laid down under Section 224(1B) of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors thank the Central and State Governments and the Banks
for their continued help and support. Your Directors also wish to
record the appreciation for the guidance and co-operation received from
the Foreign Collaborator M/s. Panasonic Corporation, Japan.
Your Directors also thank the Authorised Wholesale Dealers, Stockists
and Retailers for their excellent support under difficult conditions
and the Consumers for their continued patronage of your CompanyÃs
products. Your Directors are especially thankful to the esteemed
Shareholders for their continued encouragement and support.
For and on behalf of the Board of
Directors For Nippo Batteries Co.
Ltd.
Place: Chennai Justice S. Natarajan
Date : 23rd April, 2010 Chairman
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