Directors Report of Nilachal Refractories Ltd.
Mar 31, 2023
DIRECTOR REPORT
Your Directors are pleased to present the Forty Fifth (46th) Annual Report together with the
Audited accounts of your Company for the year ended 31st March, 2023.
|
Particulars |
Year ended |
Year ended |
|
Turnover |
1.09 |
2.01 |
|
Profit/(Loss) before depreciation and |
(1.25) |
(0.60) |
|
Less: Depreciation |
(0.65) |
(0.68) |
|
Profit/ (Loss) before Taxation |
(1.90) |
(1.28) |
|
Less: Tax Expense (Deferred Tax) |
(0.10) |
(0.37) |
|
Profit/(Loss) after tax |
(1.79) |
(1.65) |
|
Add: Balance B/F from the previous year |
(31.64) |
(29.99) |
|
Less: Adjustment for Prior Period |
0 |
0 |
|
Balance Profit/ (Loss) C/F to the next year |
(33.43) |
(31.64) |
FINANCIAL REVIEW
Your Company is making all round efforts for its revival and the prospects of such efforts
should bear fruits in the Financial Year 2023-24.
The Directors are quite hopeful that the operations of your Company will improve henceforth
compared to past unforeseen difficult period.
Durmg the year, there has been no change in the nature of business of the Company.
DIVIDEND:
In view of brought forward losses, your directors are unable to recommend any dividend for
the financial year ended 31st March, 2023.
TRANSFER TO RESERVES
No amount was transferred to Reserves during the F.Y. 2022-23.
HOLDING, SUBSIDIARY, ASSOCIATE COMPANY
The Company has no holding, subsidiary or associate Company therefore disclosures in this regard have
not been provided in this Report.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which the financial statements relate and the date of this
report.
ADOPTION OF INDIAN ACCOUNTING STANDARDS
The company adopted the Indian Accounting Standards ("IndAS") notified under the
Companies (Indian Accounting Standards) Rules, 2015 during the year for preparation and
presentation of these Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the year were in the ordinary course of
business and were on arm''s length basis. There were no materially significant related party
transactions entered by the Company during the year with the Promoters, Directors, Key
Managerial Personnel or other persons which may have a potential conflict with the interest of
the Company.
The policy on related party transactions as approved by the Audit Committee and the Board of
Directors is hosted on the website of the Company i.e. www.nilachal.in
Since all related party transactions entered into by the Company were in the ordinary course of
business and were on arm''s length basis, therefore the requirement of furnishing the details in
Form AOC-2 is not applicable to the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review the Company has not provided any loan, given any guarantee or
made any investment governed under Section 186 of the Companies Act, 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS,
COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals impacting
the going concern status of the Company''s operation in future.
RISK MANAGEMENT
The Company has laid down a comprehensive Risk Assessment and Minimization procedure
which is reviewed by the Board from time to time.
The Company has also set up a Risk Management Committee (Composition of the Committee is
hosted on its website i.e. www.nilachal.in ) for monitoring and reviewing the risk management
plan as framed by the Board with an aim to mitigate risks.
In accordance with the provisions of the Companies Act, 2013, and Article 115 of the Article of
Association of the company, Mr. Niraj Jalan, Director of the company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible offer himself for
reappointment.
The independent directors have submitted the declaration of independence, pursuant to Section
149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as
provided in sub-section (6) of Section 149 of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
Mr. Krishna Chandra Pusti, Manager, Mr. Sanjib Singh, Company Secretary and Mr. Bikas
Ranjan Nayak, Chief Financial Officer are Key Managerial Personnel of the Company in
accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
MEETINGS OF BOARD OF DIRECTORS
During the financial year under review, the board met Eight times i.e.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The details with respect to Committee Meetings and attendance thereat have been provided in
the Corporate Governance Report forming part of the Annual Report.
EXTRACT OF ANNUAL RETURN
By virtue of amendment to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the
Company is not required to provide extract of Annual Return (Form MGT - 9) as part of the
Board''s report and as the Company does maintain website, thus the same has been placed on
the website. Viz WWW.NILACHAL.IN
INDUSTRIAL RELATIONS
Industrial relations at Dhenkanal Plant of the Company remained harmonious and cordial
during the year under review. The Directors wish to convey their sincere appreciation for the
cooperation and support provided by the employees of the Company.
DIRECTORSâ RESPOSIBILITY STATEMENT
In terms of the provisions of section 134(5) of the Companies Act, 2013, your "Directors" hereby
confirm
a) In the preparation of the annual accounts for the financial year ended 31st March, 2023,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b) The directors had 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 31st March, 2023, and of the
profit/loss of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for safe
guarding the assets of the company and for preventing and detecting fraud and other
irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively;
f) The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively;
PARTICULARS OF EMPLOYEES
The Whole Time Director of the Company was only in the receipt of remuneration from the
Company as approved by Nomination and remuneration committee. Further the same was
approved by Shareholders in the Annual General Meeting held on 30-06-2015. Your Company
comes under the provisions of the rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel)Rules, 2014, there by the Company Secretary was paid 3,02,321/ - and the
Chief Financial Officer was paid Rs. 2,89,000/-.
FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN
PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES
The Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 stipulates the performance evaluation of the Directors including Chairman,
Board and its committees considering the said provisions the Company has devised the process
and the criteria for the performance evaluation which has been recommended by the
Nomination Committee and approved by the Board.
The Criteria for performance evaluation are as under:-for CEO, WTD and Non-executive
Directors:-
Attendance at meeting; Participation and Contribution; Responsibility towards stakeholders;
Contribution in Strategic Planning; Compliance and Governance; Participation,Updation of
Knowledge; Leadership; Relationships and Communications; resources; Conduct of Meetings.
Performance Evaluation of Board:-
Composition and Diversity of Board; Committees of the Board; Board & Committee Meetings;
Understanding of the Business of the Company and Regulatory environment; Contribution to
effective corporate governance and transparency in Company''s Operation;
deliberation/decisions on the Company''s Strategies; Monitoring and implementation of the
strategies and the executive management performance and quality of decision making.
Performance Evaluation of the Board Level Committees:-
The Performance and effectiveness of the Committee, Frequency and duration, spread of talent
and diversity in the Committee; Understanding of regulatory environment and development;
interaction with the board.
Fraud Reporting (Required by Companies Amendment Bill, 2014)
No case of fraud has been reported to the Audit Committee or Board during the year.
AUDIT AND AUDITOR''S REPORT
The Board Meeing Held 23/05/2023, M/s P.D. Rungta & Co. Chartered Accountants (Firm
Registration No. 001150C) was appointed as the Statutory Auditor of the Company until the
conclusion of the 46th Annual general meeting of the Company.
M/s. Tanisha More & Co. Chartered Accountants (Firm Registration No. 327844E) resigned as
the Statutory Auditor of the Company due to severe health constraints with effect from
23/05/2023.
The Company hereby proposes to appoint M/s Jain Saraogi & Co LLP Chartered Accountants
(Firm Regn. No. 305004E), as appointed Statutory Auditors of the Company to hold office from
the conclusion of this Annual General Meeting until the conclusion of the Annual General
Meeting to be held for the financial year 2028-2029 at a remuneration mutually agreed upon and
reimbursement of travelling and out of pocket expenses incurred by them for the purpose of
audit.
SECRETARIAL AUDIT REPORT
The Company has appointed Ms. Aparna Kothari, Company Secretary in Practice and his report
is annexed herewith.
BOARD''S COMMENTS ON AUDITOR''S REPORT
The Auditors observations and remarks are self explanatory and hence does not require any
clarifications.
COST RECORDS AND COST AUDIT
Maintenance of cost records and cost audit as prescribed under the provisions of Section 148(1)
of the Companies Act, 2013 are not applicable to the company.
COMPOSITION OF AUDIT COMMITTEE
The constitution of the Audit Committee, Terms of Reference and the dates on which meetings
of the Audit Committee were held are mentioned in the Corporate Governance Report for
FY''22-23 forming a part of this Annual Report.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC
Information pursuant to section 134(3) (m) of the Companies Act, 2013 read with rule 8 of
Companies (Accounts) Rules, 2014 in respect of conservation of Energy and Technology
Absorption and Foreign Exchange Earning and Outgo is given in Annexure - I, forming part of
this Report.
PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE
Your Company is committed to provide a work environment which ensures that every woman
employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual
harassment and any act of sexual harassment invites serious disciplinary action. During the year
under review there were no cases of sexual harassment reported to the Company.
INTERNAL COMPLAINTS COMMITTEE
During the year under review the Company has not employed any women and hence setting up
of internal complaints committee is not required.
VIGIL MECHANISM
Pursuant to Section 177 of the Companies Act, 2013 and the rules framed there under and
pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company has established a mechanism through which all the stakeholders can report
the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower
Policy which has been approved by the Board of Directors of the Company has been hosted on
the website of the Company (http://nilachal.in/investor relation.htmT). During the year under
review, the Company has not received any complaint(s) under this policy.
CORPORATE GOVERNANCE
The Company is committed in maintaining the highest standards of Corporate Governance and
adheres to the stipulations prescribed under SEBI (Listing Obligations and Disclosure
requirements) Regulations, 2015. A Report on Corporate Governance & Shareholders
Information together with an Auditors'' Certificate regarding Compliance of the same are
annexed as a part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Management Discussion & Analysis Report is presented in a separate section, forms a part
of the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Management continuously reviews the Internal Control Systems and procedures for the
efficient conduct of the Company''s business. The Company adheres to the prescribed guidelines
with respect to the transactions, financial reporting and ensures that all its assets are
safeguarded and protected against losses. Internal Control System are implemented to safeguard
the Company''s assets from loss or damage , to keep a constant check on the cost structure, to
prevent revenue leakages, to provide adequate financial and accounting controls and implement
accounting standards.
The Board has appointed a Chartered Accountant firm who are conducting the Internal Audit of
the Company. The report thereof is placed before the Audit Committee.
INSURANCE
The assets of the Company are adequately insured against the loss of fire and other risks which
are considered necessary by the management.
DEPOSITS
Your company has not accepted any public deposit during the year under review.
CAPITAL STRUCTURE
During the year under review, your Company has neither increased its authorized capital nor
issued any shares.
LISTING
The equity shares of your Company continued to be listed on Bombay Stock Exchange Limited
(BSE) and Calcutta Stock Exchange Limited (CSE).
CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility is the continuing commitment by the business to behave
ethically and contribute to economic development while improving the quality of life of the
workforce and their families as well as of the local community and society at large.
As a part of its policy for corporate social responsibility, the Company undertakes a range of
activities to improve living conditions of the people in the neighborhood of all its plants. In
structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company
takes account in guidelines and statements issued by stakeholders and other regulatory bodies.
Corporate Social Responsibility and Sustainable development will continue to be the leading
priorities at the Company which it shall consistently strive to touch lives and make a difference.
APPRECIATION
Your Directors record their sincere appreciation for the assistance, support and guidance
provided by Company''s Customers, Suppliers, Government Authorities, Bankers, investors,
financial institution and shareholders for their consistent support to the company. The Directors
also commend the continuing commitment and dedication of the employees at all levels which
has been critical for the Company''s growth. The Directors look forward for their continuing
support in future.
For and on behalf of the Board
Bhagwati Prasad Jalan
Chairman
Place: Kolkata
Date: 19/10/2023
Mar 31, 2018
DIRECTOR REPORT
Dear Members
Your Directors are pleased to present the Forty first (41st) Annual Report together with the Audited accounts of your Company for the year ended 31st March, 2018.
|
FINANCIAL HIGHLIGHTS |
(Rupees in crores) |
|
|
Particulars |
Year ended 31st March 2018 |
Year ended 31st March 2017 |
|
Turnover |
3.31 |
3.88 |
|
Profit/ (Loss) before depreciation and taxation |
(0.50) |
(1.15) |
|
Less: Depreciation |
(0.71) |
(0.72) |
|
Profit/ (Loss) before Taxation |
(1.21) |
(1.87) |
|
Less: Tax Expense (Deferred Tax) |
0.44 |
(2.49) |
|
Profit/ (Loss) after tax |
(1.65) |
0.62 |
|
Add: Balance B/F from the previous year |
(22.66) |
(22.63) |
|
Less: Adjustment for Prior Period Depreciation |
0 |
(0.65) |
|
Balance Profit/ (Loss) C/F to the next year |
(24.31) |
(22.66) |
FINANCIAL REVIEW
The impact of labour problem during F.Y. 2013-14 and 2014-15 has haunted your company''s op eration during the year under review. Your Company is poised to do well and prospects and o utlook of your Company for the future therefore appear to be encouraging.
The Directors are quite hopeful that the operations of your Company will improve henceforth compared to past un-foreseen difficult period.
During the year, there has been no change in the nature of business of the Company.
DIVIDEND:
In view of brought forward losses, your directors are unable to recommend any dividend for the financial year ended 31st March, 2018.
TRANSFER TO RESERVES
No amount was transferred to Reserves during the F.Y. 2017-18.
HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES
The Company has no holding, subsidiary or associate Company therefore disclosures in this regard have not been provided in this Report.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.
ADOPTION OF INDIAN ACCOUNTING STANDARDS
The Company adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 during the year for preparation and presentation of these Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the year were in the ordinary course of business and were on arm''s length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.
The policy on related party transactions as approved by the Audit Committee and the Board of Directors is hosted on the website of the Company i.e. www.nilachal.in. Since all related party transactions entered into by the Company were in the ordinary course of business and were on arm''s length basis, therefore the requirement of furnishing the details in Form AOC-2 is not applicable to the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review the Company has not provided any loan, given any guarantee or made any investment governed under Section 186 of the Companies Act, 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators, courts, regulators, tribunals impacting the going concern status of the Company''s operation in future.
RISK MANAGEMENT
The Company has laid down a comprehensive Risk Assessment and Minimization procedure which is reviewed by the Board from time to time.
The Company has also set up a Risk Management Committee (Composition of the Committee is hosted on its website i.e. www.nilachal.in ) for monitoring and reviewing the risk management plan as framed by the Board with an aim to mitigate risks.
DIRECTORS
During the year under Review Mr. Tej Bahadur Singh (Non-Executive; Independent Director) ceased to be a Director of the Company w.e.f. 28.11.2017, owing to his personal resaons. The Board of directors had on the recommendation of the Nomination and Remuneration Committee appointed Mr. Pradip Kumar Mohaptra as the additional director (Non-exceutive, Independent) w.e.f. 14.02.2018 pursuant to the provisions of Companies Act, 2013 and SEBI Regulations. In terms of section 161(1) of the Act, Mr. Pradip Kumar Mohapatra shall hold office upto ensuing Annual General Meeting of the Company. The Company has received a requisite notice in writing from a member proposing his appointment for the office of director in the ensuing AGM.
In accordance with the provisions of the Companies Act, 2013, and Article 115 of the Article of Association of the Company, Mr. Niraj Jalan, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.
The independent directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
Mr. Sarvanan Asokan, Chief Executive Officer & Wholetime Director and Mr. Krishna Sharma, Company Secretary are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year under review, Mr. Avik Chakraborty resigned from the post of Company Secretary of the Organisation w.e.f. 17/07/2017 and Mr. Tapas Tirtha, an Associate Member of the ICSI (Membership No: A51479) was appointed as the Company Secretary with effect from the same date. On the 1st day of November, 2017, Mr. Tapas Tirtha resigned from the post of Company Secretary of the Company owing to serious illness of his mother and Mr. Krishna Sharma, an Associate Member of the ICSI (Membership No: A50762) was appointed in his place with effect from the same date.
MEETINGS OF BAORD OF DIRECTORS
During the financial year under review, the board met seven times i.e. 30/05/17; 17/07/17; 14/09/17; 01/11/17; 14/11/17; 28/11/17; 14/02/18. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The details with respect to Committee Meetings and attendance thereat have been provided in the Corporate Governance Report forming part of the Annual Report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return, in format MGT -9, for the Financial Year 2017-18 has been enclosed with this report. INDUSTRIAL RELATIONS
Industrial relations at Dhenkanal Plant of the Company remained harmonious and cordial during the year under review. The Directors wish to convey their sincere appreciation for the cooperation and support provided by the employees of the Company.
DIRECTORS'' RESPOSIBILITY STATEMENT
In terms of the provisions of section 134(5) of the Companies Act, 2013, your "Directors" hereby confirm
a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors had 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 31st March, 2018, and of the profit /loss of the Company for that period;
c) The directors had 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) The directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
f) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
PARTICULARS OF EMPLOYEES
The Whole Time Director of the Company is only in the receipt of remuneration from the Company as approved by Nomination and remuneration committee. Further the same was approved by Shareholders in the Annual General Meeting held on 30-06-2015. Your Company comes under the provisions of the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thereby the Wholetime Director of the Company is paid Rs. 90,467/- and the Company Secretary is paid Rs 2,04,024/-.
FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES
The Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulates the performance evaluation of the Directors including Chairman, Board and its committees considering the said provisions the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination Committee and approved by the Board.
The Criteria for performance evaluation are as under:-for CEO, WTD and Non-executive Directors:-
Attendance at meeting; Participation and Contribution; Responsibility towards stakeholders; Contribution in Strategic Planning; Compliance and Governance; Participation, Updation of Knowledge; Leadership; Relationships and Communications; resources; Conduct of Meetings.
Performance Evaluation of Board:-
Composition and Diversity of Board; Committees of the Board; Board & Committee Meetings; Understanding of the Business of the Company and Regulatory environment; Contribution to effective corporate governance and transparency in Company''s Operation; deliberation/decisions on the Company''s Strategies; Monitoring and implementation of the strategies and the executive management performance and quality of decision making and Board''s Communication with all stakeholders.
Performance Evaluation of the Board Level Committees:-
The Performance and effectiveness of the Committee, Frequency and duration, spread of talent and diversity in the Committee; Understanding of regulatory environment and development; interaction with the board.
Fraud Reporting (Required by Companies Amendment Bill, 2014)
No case of fraud has been reported to the Audit Committee or Board during the year.
AUDIT AND AUDITOR''S REPORT
In the last AGM held on 21.09.2017 M/s. T. More & Co., Chartered Accountants (Firm Registration No. 327844E) was appointed as the Statutory Auditor of the Company for the F.Y. 2017-18 and his term of office expires at the ensuing AGM. The Board proposes the reappointment of M/s. T. More & Company as statutory auditors of the company based on the recommendation of the Audit Committee to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting. The appointing auditors have given their consent for appointment. The Company has received a certificate under Rule 4(1) of the Companies (Audit & Auditors) Rule, 2014 from the Auditors that their reappointment, if made, will be in accordance with the limits as specified in section 141(3) (g) of the Companies Act, 2013.
Secretarial Audit Report
The Company has appointed Mr. Biswanath Khandelwal, Company Secretary in Practice and his report is annexed herewith.
BOARD''S COMMENTS ON AUDITOR''S REPORT
The Auditor''s observations and remarks are self-explanatory and hence does not require any clarifications.
COMPOSITION OF AUDIT COMMITTEE
The constitution of the Audit Committee, Terms of Reference and the dates on which meetings of the Audit Committee were held are mentioned in the Corporate Governance Report for FY''17-18 forming a part of this Annual Report.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC
Information pursuant to section 134(3) (m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014 in respect of conservation of Energy and Technology Absorption and Foreign Exchange Earning and Outgo is given in Annexure - I, forming part of this Report.
PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE
Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. During the year under review there were no cases of sexual harassment reported to the Company.
VIGIL MECHANISM
Pursuant to Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company (http://nilachal.in/investor_relation.html). During the year under review, the Company has not received any complaint(s) under this policy.
CORPORATE GOVERNANCE
The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. A Report on Corporate Governance & Shareholders Information together with an Auditors'' Certificate regarding Compliance of the same are annexed as a part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report is presented in a separate section, forms a part of the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company''s business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. Internal Control System are implemented to safeguard the Company''s assets from loss or damage , to keep a constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.
The Board has appointed a Chartered Accountant firm who are conducting the Internal Audit of the Company. The report thereof is placed before the Audit Committee.
INSURANCE
The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.
DEPOSITS
Your company has not accepted any public deposit during the year under review.
CAPITAL STRUCTURE
During the year under review, your Company has neither increased its authorized capital nor issued any shares.
LISTING
The equity shares of your Company continued to be listed on Bombay Stock Exchange Limited (BSE) and Calcutta Stock Exchange Limited (CSE).
CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.
As a part of its policy for corporate social responsibility, the Company undertakes a range of activities to improve living conditions of the people in the neighborhood of all its plants. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account in guidelines and statements issued by stakeholders and other regulatory bodies. Corporate Social Responsibility and Sustainable development will continue to be the leading priorities at the Company which it shall consistently strive to touch lives and make a difference.
APPRECIATION
Your Directors record their sincere appreciation for the assistance, support and guidance provided by Company''s Customers, Suppliers, Government Authorities, Bankers, investors, financial institution and shareholders for their consistent support to the company. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company''s growth. The Directors look forward for their continuing support in future.
|
For and on behalf of the Board |
|
|
Bhagwati Prasad Jalan |
|
|
Chairman |
|
|
Place: Kolkata |
|
|
Date:14/08/2018 |
Chairman |
ANNEXURES TO DIRECTORS '' REPORT
ANNEXURE-I
Information under section 134 3(m) read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended 31st March, 2018
A. CONSERVATION OF ENERGY :-
(a) Energy conservation measures taken:
The Company is committed to conserve energy and making best use of its resources. A considerable amount of time and effort will be earmarked for conserving power across all our plants.
(i) Idle running of Machines has been controlled (ii) Operating efficiency of Shaft Kiln has been improved. (iii) Successful simultaneous operation of two Gas producers to fire increased green production and bring down the specific consumption of coal.
(b) Additional investments and proposals, if any, being implemented for the reduction of consumption of energy:
No additional investment is proposed but all efforts are on to conserve energy by improving operation.
Constant reviews of operations and process is being done to identify energy saving areas.
(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods.
With the implementation of the above measures, there will be considerable reduction in energy consumption.
(d) Total energy consumption and energy consumption Impact of the measures at (a) and (b) above for reduction of energy consumption and energy consumption per unit of production as per Form A of the Annexure is annexed.
B. TECHNOLOGY ABSORPTION :
The details of the efforts made towards absorption of technology are given separately in the Report in Form B
C. FOREIGN EXCHANGE EARNING AND OUTGO:
Foreign Exchange Earning: Rs. NIL Foreign Exchange Out Go: Rs. NIL
Form-A
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
A. Power and fuel consumption:
|
Paticulars |
2017-18 |
2016-17 |
2015-16 |
|
1 ) Electricity |
|||
|
(a) Purchased Units( Kwh) |
208092 |
212664 |
198144 |
|
Total Amount (Rs) |
1872278 |
1899274 |
1838445 |
|
Rate per unit (in Rs./Kwh) |
9.00 |
8.93 |
9.28 |
|
(b) Own Generation |
|||
|
Through Diesel Generator |
- |
- |
|
|
Unit (Kwh) |
- |
- |
|
|
Unit per Ltr. of Diesel oil Cost/Unit (Rs.) |
|||
|
Through Steam Turbine Generator |
- |
- |
- |
|
2) Steam Coal Grade ''B'' and E used in Gas Producer |
|||
|
Quantity (Tonnes) |
- |
||
|
Total Cost (RS) |
- |
- |
|
|
Average Rate (Rs/ MT) |
|
- |
|
|
3) Furnace Oil & L.D.Oil |
|||
|
Quantity (KL) |
|||
|
Total Amount (Rs.) |
â |
||
|
Average Rate |
â |
- |
- |
|
N.A. |
N.A. |
N.A. |
|
|
LSHS Other Internal Generation |
6. Consumption per unit of production
|
Particulars |
2017-18 |
2016-17 |
2015-16 |
|
1) Refractories Produced (MT) |
â |
â |
â |
|
2) Electricity (KWH/Ton) |
|||
|
3) Furnace oil & L.D Oil (Litres/Ton) |
â |
â |
â |
|
4) LSHS (Kg/Ton) |
|||
|
5) Steam Coal (Gross) Grade B & E(KG/Ton) |
â |
â |
â |
|
6) Net Coal after dust (Kg/Ton) |
â |
â |
â |
Form B
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION
Research and Development (R&D)
1. Specific areas in which R&D was carried out by the Company:
No R&D was carried out within the meaning of applicable standard.
2. Benefits derived as a results of the above R&D
Not Applicable
3. Future plan of action:
Your Company recognizes the need for cleaner and greener environment by taking various conservation measures, reduction of emission of harmful substances in the environment, reduction in wastages and various other useful measures. It further plans to improve its productivity and quality.
4. Expenditure on R & D Nil
|
5. Technology absorption, adaption and innovation N.A. |
|
|
For and on behalf of the Board |
|
|
Place: Kolkata |
Bhagwati Prasad Jalan |
|
Date: 14/08/2018 |
Chairman |
ANNEXURE-II
B.N. Khandelwal
Company Secretary Saha Court
5th Floor, Room No. 33 8, Ganesh Chandra Avenue Kolkata - 700 013 Phone No.: 22364634
Secretarial Audit Report
For The Financial Year Ended 31st March, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members
Nilachal Refractories Limited
P-598/599, Lewis Road Mahabir Nagar,
Kedarnath Apartment, Bhubaneswar -751002
Odisha
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practice by Nilachal Refractories Limited (hereinafter called "the company"). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of the Company''s Books, Papers, Minutes Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the financial year ended 31st March 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the secretarial compliance based on the books, papers, minute books, forms and returns filed and other records maintained by Nilachal Refractories Limited ("the Company"), for the financial year ended on 31st March, 2018, according to the provisions of:
1) The Companies Act, 2013 (the Act) and the rules made thereunder
2) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;
3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4) The Foreign Exchange Management Act, 1999 & the rules made thereunder
5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act'') to the extent applicable to the Company:-
a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
c) The Securities and Exchange Board of India (Registrars to Issue and Share Transfer Agents) Regulations, 1993/ regarding the Companies Act and dealing with client;
d) The Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations,
e) The Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015.
During the period under review the company has complied with the provisions of Acts, Rules, Regulations, Guidelines and Standards etc. as mentioned above.
I have relied on the representation made by the Company and its officers for system and mechanism formed by the Company for compliances under the other act, laws and regulations applicable to the Company
I further report that the Board of Directors of the Company is duly constituted with proper balance of, Non-Executive Directors and Executive Directors, Independent Directors with one Woman Director. No changes in the composition of Board of Directors took place during the financial year under report.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and related notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members'' views, if any, are captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
|
B.N. Khandelwal |
|
|
Company Secretary in Practice |
|
|
Place : Kolkata |
ACS: 1614 |
|
Date: 14/08/18 |
CP: 1148 |
ANNEXURE-III
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2018
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.
|
I. REGISTRATIONS OTHER DETAILS: |
||
|
1 |
CIN |
L269390R1977PLC000735 |
|
2 |
Registration Date |
30-06-1977 |
|
3 |
Name of the Company |
Nilachal Refractories Limited |
|
4 |
Category/Sub-category of the Company |
Public Company |
|
5 |
Address of the Registered office & contact details |
P598/ 599, Kedamath Apartment, Mahabir Nagar.Lewis Road,Bhubaneswar,Orissa,751002 |
|
6 |
Whether listed company |
Listed on Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited |
|
7 |
Name, Address & contact details of the Registrar & Transfer Agent, if any. |
M/s. S K Involutions Private Limited . Mr. Dilip Bhattacharya Cell No. 9830070123 34/1 A Sudhir Chatterjee Street , Kolkata : 700 006. Telephone No. 033 2219 6797. Fax No. 03322194815. |
III. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
|
S.NO. |
Name and Description of main products / services |
NIC Code of the Product/service |
% to total turnover of the company |
|
1 |
Manufacture of refractory mortars, concretes etc |
23911 |
- |
|
2 |
Manufacture of refractory bricks, blocks tiles and similar refractory ceramic constructional goods [including traded goods] |
23912 |
26.89 |
|
3 |
Manufacture of refractory ceramic products |
23913 |
- |
|
4 |
Manufacture of other refractory articles n.e.c. |
23919 |
28.65 |
|
5 |
Coal Tar |
23999 |
0.19 |
|
6 |
Wholesale of waste and scrap and other products n.e.c. |
4669 |
44.27 |
|
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES |
|||||
|
SN |
Name and address of the Company |
CIN/GLN |
Holding/ Subsidiary/ Associate |
% of shares held |
Applicable Section |
|
NOT APPLICABLE |
|||||
IV. SHARE HOLDING PATTERN
(Equity share capital breakup as percentage of total equity) (I) Category-wise Share Holding
|
Category of Shareholders |
No. of Shares held at the beginning of the year [As on 1st April 2018] |
No. of Shares held at the end of the year [As on 31st March 2018] |
% Change during the year |
||||||
|
|
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
|
|
A. Promoters |
|
|
|
|
|
|
|
|
|
|
(1) Indian |
|
|
|
|
|
|
|
|
|
|
a) Individual/ HUF |
37,72,657 |
|
37,72,657 |
18.53% |
37,72,657 |
|
37,72,657 |
18.53% |
0.00% |
|
b) Central Govt |
|
|
- |
0.00% |
|
|
- |
0.00% |
0.00% |
|
c) State Govt(s) |
|
|
- |
0.00% |
|
|
- |
0.00% |
0.00% |
|
d) Bodies Corp. |
1,06,04,959 |
|
1,06,04,959 |
52.08% |
1,06,04,959 |
|
1,06,04,959 |
52.08% |
0.00% |
|
e) Banks /Fl |
|
|
- |
0.00% |
|
|
- |
0.00% |
0.00% |
|
f) Any other |
|
|
- |
0.00% |
|
|
- |
0.00% |
0.00% |
|
Sub Total (A) (1) |
1,43,77,616 |
- |
1,43,77,616 |
70.61% |
1,43,77,616 |
- |
1,43,77,616 |
70.61% |
0.00% |
|
|
|
|
|
|
|
|
|
|
|
|
(2) Foreign |
|
|
|
|
|
|
|
|
|
|
a) NRI Individuals |
- |
|
- |
0.00% |
- |
|
- |
0.00% |
0.00% |
|
b) Other Individuals |
- |
|
- |
0.00% |
- |
|
- |
0.00% |
0.00% |
|
c) Bodies Corp. |
- |
|
- |
0.00% |
- |
|
- |
0.00% |
0.00% |
|
d) Any other |
- |
|
- |
0.00% |
- |
|
- |
0.00% |
0.00% |
|
Sub Total (A) (2) |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
|
TOTAL (A) |
1,43,77,616 |
- |
1,43,77,616 |
70.61% |
1,43,77,616 |
- |
1,43,77,616 |
70.61% |
0.00% |
|
|
|
|
|
|
|
|
|
|
|
|
B. Public Shareholding |
|
|
|
|
|
|
|
|
|
|
1. Institutions |
|
|
|
|
|
|
|
|
|
|
a) Mutual Funds |
|
|
- |
0.00% |
- |
|
- |
0.00% |
0.00% |
|
b) Banks /Fl |
50,000 |
|
50,000 |
0.25% |
50,000 |
|
50,000 |
0.25% |
0.00% |
|
c) Central Govt |
|
|
- |
0.00% |
- |
|
- |
0.00% |
0.00% |
|
d) State Govt(s) |
|
|
- |
0.00% |
- |
|
- |
0.00% |
0.00% |
|
e) Venture Capital Funds |
|
|
" |
0.00% |
" |
|
" |
0.00% |
0.00% |
|
f) Insurance Companies |
|
|
- |
0.00% |
- |
|
- |
0.00% |
0.00% |
|
g)Flls |
|
|
- |
0.00% |
- |
|
- |
0.00% |
0.00% |
|
h) Foreign Venture Capital Funds |
|
|
" |
0.00% |
" |
|
" |
0.00% |
0.00% |
|
i) Others (specify) |
|
|
- |
0.00% |
- |
|
- |
0.00% |
0.00% |
|
Sub-total (B)(1):- |
50,000 |
- |
50,000 |
0.25% |
50,000 |
- |
50,000 |
0.25% |
0.00% |
|
|
|
|
|
|
|
|
|
|
|
|
2. Non-Institutions |
|
|
|
|
|
|
|
|
|
|
a) Bodies Corp. |
|
|
|
|
|
|
|
|
|
|
I) Indian |
1700140 |
1900 |
17,02,040 |
8.36% |
1700150 |
1900 |
1702050 |
8.36% |
0.00% |
|
ii) Overseas |
|
|
- |
0.00% |
0 |
0 |
- |
0.00% |
0.00% |
|
b) Individuals |
|
|
|
|
|
|
|
|
|
|
i) Individual shareholders holding nominal share capital upto Rs. 2 lakh |
31147 |
383650 |
4,14,797 |
2.04% |
34657 |
3,83,100 |
4,17,757 |
2.05% |
0.00% |
|
ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh |
38,16,608 |
0 |
38,16,608 |
18.74% |
3813638 |
0 |
38,13,638 |
18.73% |
-0.08% |
|
c) Others (specify) |
389 |
0 |
389 |
0.00% |
389 |
0 |
389 |
0.00% |
0.00% |
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total (B)(2):- |
55,48,284 |
3,85,550 |
59,33,834 |
29.14% |
55,48,834 |
3,85,000 |
59,33,834 |
29.14% |
0.00% |
|
Total Public Shareholding (B)=(B)(1) (B)(2) |
55,98,284 |
3,85,550 |
59,83,834 |
29.39% |
55,98,834 |
3,85,000 |
59,83,834 |
29.39% |
0.00% |
|
C. Shares held by Custodian for GDRs & ADRs |
|
|
|
0.00% |
|
|
|
0.00% |
0.00% |
|
Grand Total (A B C) |
1,99,75,900 |
3,85,550 |
2,03,61,450 |
100.00% |
1,99,76,450 |
3,85,000 |
2,03,61,450 |
100.00% |
0.00% |
(ii) Shareholding of Promoter
|
SN |
Shareholder''s Name |
Shareholding at the beginning of the year 01-04-2017 |
Shareholding at the end of the year 31 03-2018 |
% change in shareholding during the year |
||||
|
|
|
No. of Shares |
% of total Shares of the company |
% of Shares Pledged/ encumbered to total shares |
No. of Shares |
% of total Shares of the company |
% of Shares Pledged/ encumber ed to total shares |
|
|
1 |
AARAV JALAN |
44,000 |
0.22% |
0 |
44,000 |
0.22% |
0 |
0.00% |
|
2 |
ADITI JALAN |
2,40,000 |
1.18% |
0 |
2,40,000 |
1.18% |
0 |
0.00% |
|
3 |
ALOK PRAKASH HUF |
62,500 |
0.31% |
0 |
62,500 |
0.31% |
0 |
0.00% |
|
4 |
ANUBHUTI PRAKASH |
19,250 |
0.09% |
0 |
19,250 |
0.09% |
0 |
0.00% |
|
5 |
ANUPAMA PRAKASH |
19,250 |
0.09% |
0 |
19,250 |
0.09% |
0 |
0.00% |
|
6 |
BELA JALAN |
1,65,000 |
0.81% |
0 |
1,65,000 |
0.81% |
0 |
0.00% |
|
7 |
BHAGWATI PRASAD JALAN |
5,50,584 |
2.70% |
0 |
5,50,584 |
2.70% |
0 |
0.00% |
|
8 |
BHAGWATI PRASAD & SONS |
75,000 |
0.37% |
0 |
75,000 |
0.37% |
0 |
0.00% |
|
9 |
DP JALAN & OTHERS (HUF) |
75,000 |
0.37% |
0 |
75,000 |
0.37% |
0 |
0.00% |
|
10 |
ISHIKA JALAN |
44,000 |
0.22% |
0 |
44,000 |
0.22% |
0 |
0.00% |
|
11 |
KAMAL PRAKASH HUF |
62,500 |
0.31% |
0 |
62,500 |
0.31% |
0 |
0.00% |
|
12 |
MADHU AGARWAL |
19,250 |
0.09% |
0 |
19,250 |
0.09% |
0 |
0.00% |
|
13 |
NIDHI JALAN |
1,65,000 |
0.81% |
0 |
1,65,000 |
0.81% |
0 |
0.00% |
|
14 |
NIKITA JALAN |
1,50,000 |
0.74% |
0 |
1,50,000 |
0.74% |
0 |
0.00% |
|
15 |
NIRAJ JALAN |
6,40,000 |
3.14% |
0 |
6,40,000 |
3.14% |
0 |
0.00% |
|
16 |
NIRAJ JALAN & OTHERS (HUF) |
50,000 |
0.25% |
0 |
50,000 |
0.25% |
0 |
0.00% |
|
17 |
PANKAJ JALAN |
3,67,000 |
1.80% |
0 |
3,67,000 |
1.80% |
0 |
0.00% |
|
18 |
PANKAJ JALAN & OTHERS (HUF) |
75,000 |
0.37% |
0 |
75,000 |
0.37% |
0 |
0.00% |
|
19 |
PARWATI DEVI JALAN |
1,40,000 |
0.69% |
0 |
1,40,000 |
0.69% |
0 |
0.00% |
|
20 |
PIYUSH JALAN |
6,65,000 |
3.27% |
0 |
6,65,000 |
3.27% |
0 |
0.00% |
|
21 |
RAJ RANI AGARWAL |
81,823 |
0.40% |
0 |
81,823 |
0.40% |
0 |
0.00% |
|
22 |
VIMAL PRAKASH HUF |
62,500 |
0.31% |
0 |
62,500 |
0.31% |
0 |
0.00% |
|
23 |
P P SUPPLIERS & AGENCIES PVT LTD |
6,67,973 |
3.28% |
0 |
6,67,973 |
3.28% |
0 |
0.00% |
|
24 |
JEKAY INTERNATIONAL TRACK LTD |
5,00,000 |
2.46% |
0 |
5,00,000 |
2.46% |
0 |
0.00% |
|
25 |
KESHAN POLYMERS PVT LTD |
7,50,000 |
3.68% |
0 |
7,50,000 |
3.68% |
0 |
0.00% |
|
26 |
LIKEWISE INVESTMENT & MANAGEMENT PVT L'' |
2,75,000 |
1.35% |
0 |
2,75,000 |
1.35% |
0 |
0.00% |
|
27 |
MINICARFT ENTERPRISES PVT LTD |
15,42,900 |
7.58% |
0 |
15,42,900 |
7.58% |
0 |
0.00% |
|
28 |
PUSHPAK DEALCOM PVT LTD |
3,00,000 |
1.47% |
0 |
3,00,000 |
1.47% |
0 |
0.00% |
|
29 |
SEASON TRADING & INVESTMENT PVT LTD |
15,00,000 |
7.37% |
0 |
15,00,000 |
7.37% |
0 |
0.00% |
|
30 |
UNIMARK INTERNATIONAL PVT LTD |
45,69,086 |
22.44% |
0 |
45,69,086 |
22.44% |
0 |
0.00% |
|
31 |
GANAPATI INDUSTRIAL PVT LTD |
5,00,000 |
2.46% |
0 |
5,00,000 |
2.46% |
0 |
0.00% |
(iii) Change in Promoters'' Shareholding (please specify, if there is no change)
|
SN |
Particulars |
Date |
Reason |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
|
No. of shares |
% of total shares |
No. of shares |
% of total shares |
||||
|
|
At the beginning of the year |
01-04-2017 |
|
1,43,77,616 |
70.61% |
|
0.00% |
|
|
Changes during the year |
|
|
|
0.00% |
|
0.00% |
|
|
|
|
|
0.00% |
|
0.00% |
|
|
|
|
|
|
0.00% |
|
0.00% |
|
|
|
At the end of the year |
31-03-2018 |
|
1,43,77,616 |
70.61% |
|
0.00% |
(iv) Shareholding Pattern of top ten Shareholders
(Other than Directors, Promoters and Holders of GDRs and ADRs):
|
SN |
For each of the Top 10 shareholders |
Shareholding at the beginning of the year |
|
|
|
|
No. of shares |
% of total shares of the Company |
|
1 |
EYNTHIA TIE UP PRIVATE LIMITED |
|
|
|
|
a) At the beginning of the year |
17,00,000 |
8.35% |
|
|
b) Changes during the year |
|
(no changes during the year) |
|
2 |
SUSHIL KUMAR AGARWAL |
|
|
|
|
a)At the beginning of the year |
12,18,000 |
5.98% |
|
|
b) Changes during the year |
|
(no changes during the year) |
|
|
c) At the end of the year |
|
|
|
3 |
VIJAY KUMAR AGARWAL |
|
|
|
|
a)At the beginning of the year |
12,18,000 |
5.98% |
|
|
b)Changes during the year |
|
(no changes during the year) |
|
|
c) At the end of the year |
|
|
|
4 |
VINAY AGARWAL |
|
|
|
|
a)At the beginning of the year |
3,18,000 |
1.56% |
|
|
b)Changes during the year |
|
(no changes during the year) |
|
|
c) At the end of the year |
|
|
|
5 |
KARAN AGARWAL |
|
|
|
|
a)At the beginning of the year |
3,18,000 |
1.56% |
|
|
b)Changes during the year |
|
(no changes during the year) |
|
|
c) At the end of the year |
|
|
|
6 |
MANJU AGARWAL |
|
|
|
|
a)At the beginning of the year |
3,17,524 |
1.56% |
|
|
b)Changes during the year |
|
(no changes during the year) |
|
|
c) At the end of the year |
|
|
|
7 |
SAKET AGARWAL |
|
|
|
|
a)At the beginning of the year |
3,16,000 |
1.55% |
|
|
b)Changes during the year |
|
(no changes during the year) |
|
|
c) At the end of the year |
|
|
|
8 |
RITU AGARWAL |
|
|
|
|
a)At the beginning of the year |
1,11,084 |
0.55% |
|
|
b)Changes during the year |
|
(no changes during the year) |
|
|
c) At the end of the year |
|
|
|
9 |
LIFE INSURANCE CORPORATION OF INDIA |
|
|
|
|
a)At the beginning of the year |
50,000 |
0.25% |
|
|
b)Changes during the year |
|
(no changes during the year) |
|
|
c) At the end of the year |
|
|
|
10 |
MOOSA HAJI MOHAMED MALKANI |
|
|
|
|
a) At the beginning of the year |
3,250 |
0.02% |
|
|
c) Changes during the year |
|
(no changes during the year) |
|
|
|
|
|
(v) Shareholding of Directors and Key Managerial Personnel:
|
SN |
Shareholding of each Directors and each Key Managerial Personnel |
Date |
Reason |
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
||
|
No. of shares |
% of total shares |
No. of shares |
% of total shares |
||||
|
1 |
Name: Bhagwati Prasad Jalan .Director, Din No. 00551459 |
|
|
|
|
|
|
|
|
At the beginning of the year |
01-04-2017 |
|
5,50,584 |
2.70% |
|
0.00% |
|
|
Changes during the year |
|
|
|
0.00% |
|
0.00% |
|
|
At the end of the year |
31-03-2018 |
|
5,50,584 |
2.70% |
5,50,584 |
2.70% |
|
|
|
|
|
|
|
|
|
|
2 |
Name : Mr. Niraj Jalan , Director , Din No. 00551970 |
|
|
|
|
|
|
|
|
At the beginning of the year |
01-04-2017 |
|
6,40,000 |
3.14% |
|
0.00% |
|
|
Changes during the year |
|
|
|
0.00% |
|
0.00% |
|
|
At the end of the year |
31-03-2018 |
|
6,40,000 |
3.14% |
6,40,000 |
3.14% |
|
|
|
|
|
|
|
|
|
|
3 |
Name : Mr. Vijay Kumar Agarwal , Director , Din No. 00121351 |
|
|
|
|
|
|
|
|
At the beginning of the year |
01-04-2017 |
|
12,18,000 |
5.98% |
|
0.00% |
|
|
Changes during the year |
|
|
|
0.00% |
|
0.00% |
|
|
At the end of the year |
31-03-2018 |
|
12,18,000 |
5.98% |
12,18,000 |
5.98% |
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
|
|
|
|
|
(Amt. Rs./Lacs) |
|
Particulars |
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
|
Indebtedness at the beginning of the financial year |
||||
|
i) Principal Amount |
- |
1,357.97 |
- |
1,357.97 |
|
II) Interest due but not paid |
- |
- |
- |
- |
|
Hi) Interest accrued but not due |
- |
|
- |
- |
|
Total (i ii iii) |
- |
1,357.97 |
- |
1,357.97 |
|
Change in Indebtedness during the financial year |
||||
|
*Addition |
- |
4.55 |
- |
4.55 |
|
* Reduction |
- |
- |
- |
- |
|
Net Change |
- |
4.55 |
- |
4.55 |
|
Indebtedness at the end of the financial year |
||||
|
i) Principal Amount |
- |
1,362.52 |
- |
1,362.52 |
|
ii) Interest due but not paid |
- |
42.42 |
- |
42.42 |
|
iii) Interest accrued but not due |
- |
- |
- |
- |
|
Total (i ii iii) |
- |
1,404.94 |
- |
1,404.94 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
|
SN. |
Particulars of Remuneration |
MR. SARAVANAN ASOKAN . |
Total Amount in Lacs |
|
1 |
Gross salary |
50,611.00 |
0.51 |
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
- |
- |
|
|
- |
|||
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
- |
- |
|
|
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
- |
- |
|
|
- |
|||
|
2 |
Stock Option |
- |
- |
|
3 |
Sweat Equity |
- |
- |
|
4 |
Commission - as % of profit - others, specify |
- |
- |
|
- |
- |
||
|
- |
- |
||
|
5 |
Others, please specify |
|
- |
|
|
HRA |
22,594.00 |
0.23 |
|
|
EDUCATION ALLOWANCES |
151.00 |
0.00 |
|
|
GRADE ALLLOWANCES |
6,401.00 |
0.06 |
|
|
SOFT FURNISHING ALLOWANCES |
1,507.00 |
0.02 |
|
|
SPECIAL ALLOWANCES |
12,803.00 |
0.13 |
|
|
Total (A) |
94,067.00 |
0.94 |
|
|
Ceiling as per the Act |
|
|
B. Remuneration to other Directors
NOT APPLICABLE. As Company is not paying except to Wholetime director.
|
SN. |
Particulars of Remuneration |
Name of Directors |
Total Amount |
||
|
|
|
|
|
|
(Rs/Lac) |
|
1 |
Independent Directors |
- |
|
|
|
|
Fee for attending board committee meetings |
- |
|
|
- |
|
|
Commission |
- |
|
|
- |
|
|
Others, please specify |
- |
|
|
- |
|
|
Total (1) |
- |
- |
- |
- |
|
|
2 |
Other Non-Executive Directors |
- |
|
|
- |
|
Fee for attending board committee meetings |
- |
|
|
- |
|
|
Commission |
- |
|
|
- |
|
|
Others, please specify |
- |
|
|
- |
|
|
|
Total (2) |
- |
- |
- |
- |
|
|
Total (B)=(1 2) |
- |
- |
- |
- |
|
|
Total Managerial Remuneration |
|
|
|
|
|
|
Overall Ceiling as per the Act |
|
|
|
|
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
|
SN. |
Particulars of Remuneration |
Name of Key Managerial Personnel |
Total Amount |
||
|
|
Name |
|
|
|
(Rs/Lac) |
|
|
Designation |
CEO |
CFO |
cs |
|
|
1 |
Gross salary |
0.94 |
- |
2.04 |
2.98 |
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
- |
- |
- |
- |
|
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
- |
- |
- |
- |
|
|
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
- |
- |
- |
- |
|
|
2 |
Stock Option |
- |
- |
- |
- |
|
3 |
Sweat Equity |
- |
- |
- |
- |
|
4 |
Commission |
- |
- |
- |
|
|
- as % of profit |
- |
- |
- |
- |
|
|
- others, specify |
- |
- |
- |
- |
|
|
5 |
Others, please specify |
- |
- |
- |
- |
|
|
Total |
0.94 |
- |
2.04 |
2.98 |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: No PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES UNDER COMPANIES ACT 1956 AND/ OR 2013
|
Type |
Section of the Companies Act |
Brief Description |
Details of Penalty / Punishment/ Compounding fees imposed |
Authority [RD / NCLT/ COURT] |
Appeal made, if any (give Details) |
|
A. COMPANY |
|
|
|
|
|
|
Penalty |
No PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES UNDER COMPANIES ACT 1956 AND / OR 2013 |
||||
|
Punishment |
|||||
|
Compounding |
|||||
|
B. DIRECTORS |
|
|
|
|
|
|
Penalty |
No PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES UNDER COMPANIES ACT 1956 AND / OR 2013 |
||||
|
Punishment |
|||||
|
Compounding |
|||||
|
C. OTHER OFFICERS IN DEFAULT |
|
|
|
|
|
|
Penalty |
No PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES UNDER COMPANIES ACT 1956 AND / OR 2013 |
||||
|
Punishment |
|||||
|
Compounding |
|||||
Mar 31, 2015
Dear Members
The Directors are pleased to present the Thirty Seventh (38th) Annual
Report together with the Audited accounts of your Company for the year
ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
Particulars (Rupees in Crores)
Year ended
31st March 2015 Year ended
31st March 2014
Turnover 8,30 9,67
Profit/(Loss) before
taxation (3,16) (6.05)
Less: Tax Expense 1.22 0.59
Profit/(Loss) after tax (1.94) (5,46)
Add: Balance B/F from
the previous year (15.92) (10.46)
Balance Profit / (Loss)
C/F to the next year (17.87) (15,92)
FINANCIAL REVIEW
As can be observed from the above your Company's Operations were
adversely affected mainly due to Labour Problems and industrial
slowdown and in amidst of the same the company is managed with steady
cautious measures. The Company's factory was declared lock out with
continuous impasse being created by the workmen/labourer resulting in
stoppage of work at factory and to safeguard the assets of the Company
and life of its employees, the lock out was declared lock out w.e.f
24th Mach 2014 and ceased on 19th Dec 2014.
The Directors are quite hopeful that the operations of your Company
will improve henceforth compared to this unforeseen difficult period.
DIVIDEND:
In view of brought forward losses, your directors are unable to
recommend any dividend for the financial year ended 31st March, 2015.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013, and
Article 115 of the Article of Association of the Company, Shri Ntraj
Jalan, Shri Bhagwati Prasad Jalan and Sri Saravanan Asokan Directors of
the Company are liable to retire by rotation at the ensuing Annual
General Meeting, and being eligible, offer themselves for
re-appointment.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return, in format MGT -9, for the Financial Year
2014-15 has been enclosed with this report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of section 134(5) of the Companies Act,
2013, your Directors hereby confirm
a. In the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures.
b. The directors had 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 31st March, 2015 and of the profit /loss of the
Company for that period.
c. The directors had 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. The directors had prepared the annual accounts on a going concern
basis.
e. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
f. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively,
PARTICULARS OF EMPLOYEES
The Whole Time Director of the Company is only the receipt of
remuneration from the Company as approved by Nomination and
remuneration committee further the same was approved by Shareholders in
the Annual General Meeting held on 30-06-2015. Your Company comes under
the provisions of the rule 5 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, thereby the Whole time Director
of the Company is paid Rs 16,77,996.00 and the Company Secretary is
paid Rs 5,20,000/-
FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN
PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES
The Companies Act 2013, and revised Clause 49 of the Listing Agreement
stipulates the performance evaluation of the Directors including
Chairman, Board and its committees Considering the said provisions the
Company has devised the process and the criteria for the performance
evaluation which has been recommended by the Nomination Committee and
approved by the Board.
The Criteria for performance evaluation are as under:-for CEO, WTD,
Non-executive Directors.
Attendance at meeting; Participation and Contribution; Responsibility
towards stakeholders; Contribution in Strategic Planning; Compliance
and Governance; Participation, Updating of Knowledge; Leadership;
Relationships and Communications; Resources; Conduct of Meetings.
PERFORMANCE EVALUATION OF BOARD:-
Composition and Diversity of Board; Committees of the Board; Board &
Committee Meetings; Understanding of the Business of the Company and
Regulatory environment; Contribution to effective corporate governance
and transparency in Company's Operation; deliberation/decisions on the
Company's Strategies; Monitoring and implementation of the strategies
and the executive management performance and quality of decision making
and Board's Communication with all stakeholders.
PERFORMANCE EVALUATION OF THE BOARD LEVEL COMMITTEES:-
The Performance and effectiveness of the Committee. Frequency and
duration; spread of talent and diversity in the Committee;
Understanding of regulatory environment and development; interaction
with the board.
SECRETARIAL AUDIT REPORT
The Company has appointed Mr. Biswanath Khandelwal, Company Secretary
in Practice as Secretarial Auditor and his report is annexed below :
Information under section 134 3(m) read with the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 and
forming part of the Directors' Report for the year ended 31st March,
2015
CONSERVATION OF ENERGY:
Energy conservation measures taken;
The Company is committed to conserve energy and making best use of the
resources. A considerable amount of time and effort will be earmarked
for conserving power across all our plants.
- Idle running of Machines has been controlled
- Operating efficiency of Shaft Kiln has been improved.
- Successful simultaneous operation of two Gas producers to fire
increased green production and bring down the specific consumption of
coal.
Additional investments and proposals, if any, being implemented for the
reduction of consumption of energy:
No additional investment is proposed but all efforts are on to conserve
energy by improving operation .
Constant reviews of operations and process is being done to identify
energy saving areas.
Impact of the measures at (a) and (b) above for reduction of energy
consumption an consequent impact on cost of production of goods.
With the implementation of the above measures, there will be
considerable reduction in energy consumption.
Total energy consumption and energy consumption Impact of the measures
at (a) and (b) above for reduction of energy consumption and energy
consumption per unit of production as per Form A of the Annexure is
annexed.
TECHNOLOGY ABSORPTION:
The details of the efforts made towards absorption of technology are
given separately in the Report in Form B
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY
ABSORPTION RESEARCH AND DEVELOPMENT (R&D)
1. Specific areas in which R&D was carried out by the Company:
No R & D was carried out within the meaning of applicable standard.
2. Benefits derived as a results of the above R&D Not Applicable
3. Future plan of action:
Your Company recognizes the need for cleaner and greener environment by
taking various conservation measures, reduction of emission of harmful
substances in the environment, reduction in wastages and various other
useful measures. It further plans to improve its productivity and
quality.
4. Expenditure on R & D
Nil Technology absorption, adaption and innovation: N.A.
INDUSTRY STRUCTURE AND DEVELOPMENTS:
Fortune of your Company which is in refractory industry is directly
linked to the performance of Steel Industry as it is the largest
consumer of refractory products. The other consumers of refractory
products are Cement, Copper, Glass, Aluminum and Petro-chemical
industries etc. which are witnessing reasonable growth, All these
factors will have a very positive impact on the growth of refractory
industry in near future.
Nitachal Refractoriness Ltd. (NRL) is having its manufacturing unit in
the State of Odisha near Dhenkanal. The Plant is strategically located
and the Company hopes to take advantage of the boom in Steel and
Aluminum industry in the region in times to come.
OPPORTUNITY, THREATS, RISKS AND CONCERNS:
Consequent upon technology advancement in steel making processes, major
opportunity, lies in manufacturing of con- tenuous casting
refractoriness, special monolithic viz. Constables, Plastic based
ramming mass and gunning materials, etc. The Company is having its
vision in line to this technology change..
Demand for refractoriness has increased substantially due to increased
steel and Aluminum production in India. The future of the Company is
bright with huge steel and aluminum manufacturing capacities being
created in India espe- cially in Odisha and Jharkhand.
Competition in refractory industry is building up. Lot of consolidation
and re-organization is taking place in refractory industry. Input costs
mainly the increase in cost of raw materials is also a cause of concern
for refractory industry. Cost reduction measures will play an
important role in keeping the unit viable in the face of stiff
competition. Your Company has taken several cost reduction measures for
improving operations to bring down the cost of production and is
hopeful to successfully meet the challenges of competition.
Further during the year under review there have been continuous labour
unrest and which took its toll on company's financial position and this
is one of serious concerns of the company as on date for which remedial
actions are already in place. The Company shall commence its production
afresh and will be back at is dominant position. The Company at present
is at consolidation stage post all these problems.
The turnover from refractoriness items is Rs. 84.80 lacs during the
year under review.
OUTLOOK:
Production in steel industry has increased and the demand for
refractory products is also increasing. NRL will not be able to survive
by basing its products mix on low-end products. For a sustained growth,
NRL will have to go for high value products for which your Company has
started taking initiatives.
There are many small and large Steel and Aluminum Plants coming up
around Dhenkanal and Odisha State on the whole which will demand
high-end products. With this we estimate a large requirement of quality
products with high value which should boost our total turnover as well
as bottom line. In order to face this challenge, your Company emphasis
on Human Resource Management and Human Resource Development which will
ensure a capable and mo- tivated team in place post settlement of all
these labour issues. The Company is going to start afresh and shall
have a new horizon.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
Information, reports, records, documents, transaction statements etc,
are generated continuously in the organization and the inputs contained
therein serve as a strong foundation for accelerated decision making.
Great authenticity is lent to such inputs which represents the
foundation for effective decisions. The Company has established proper
internal control systems and procedures, which are compatible with size
of its operation and business. The firm of Chartered Accountant is
conducting internal audit of operations to ensure that the system are
adhered to and controls are not flouted. Internal Audit Reports
encompasses all aspects of operations, accounts, purchase, stores,
production and marketing; all omission and deviation, if any are
properly recorded for remedial action. Cost Auditor is separately
appointed to audit Cost Accounts, the reports of Internal Auditors and
Cost Audit Report monitors effectiveness and operational efficiency of
internal control systems. The Audit Committee periodically provides
valuable suggestions to improve the business processes, systems and
internal controls and briefs the Board of Directors about areas of
concern.
For and on behalf of the Board of Directors
Place: Kolkata Bhagawati Prasad Jalan
Dated: 14th August 2015 (Chairman)
Mar 31, 2014
Dear Members
The Directors are pleased to present the Thirty Seventh (37th) Annual
Report together with the Audited accounts of your Company for the year
ended 31st March, 2014.
FINANCIAL HIGHLIGHTS (RS. IN CRORES)
Particulars 2013-14 2012-2013
Revenue from Operations (Net of Excise duty ) 9.67 27.18
Other Income 0.18 0.13
Total Expenses 15.91 28.07
Profit /(Loss) before tax(PBT) (6.05) (0.76)
Profit /(Loss) during the year (5.47) (0.54)
FINANCIAL REVIEW
As can be observed from the above your Company's Operations were
adversely affected mainly due to Labour Problems and industrial
slowdown and in amidst of the same the company is managed with steady
cautious measures. The Company's factory was declared lock out with
continuous impasse being created by the workmen/labourer resulting in
stoppage of work at factory and to safeguard the assets of the Company
and life of its employees the lock out was declared lock out w.e.f 24th
Mach 2014 and ceased on 19th Dec 2014.
The Directors are quite hopeful that the operations of your Company
will improve henceforth compared to this unforeseen difficult period.
Special Resolution Passed: During the year under review one special
resolution was passed during the year under review in Extra-Ordinary
General Meeting held on 31st March 2014 for Issue of Zero percent
Redeemable Preference Shares.
DIVIDEND:
In view of brought forward losses, your directors are unable to
recommend any dividend for the financial year ended 31st March, 2014.
directors
In accordance with the provisions of the Companies Act, 1956, and
Article 115 of the Article of Association of the Com- pany, Shri Vimal
Prakash, Shri Vijay Kumar Agarwal , Shri Bhagwati Prasad Jalan
Directors of the Company are liable to retire by rotation at the
ensuing Annual General Meeting, and being eligible, offer themselves
for re-appointment. Notice Pursuant to section 257 of the Companies
Act 1956, together with Requisite Deposits have been received from some
members proposing the candidature for being re-elected to the office of
the directors.
DIRECTORS' RESPOSIBIOTY Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, your Directors hereby confirm
i. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departure;
ii. That the directors had 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 31st March, 2014 and of the Loss of the
Company for the year ended on that date.
iii. That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
iv. That the directors had prepared the annual accounts on a going
concern basis
PARTICULARS OF EMPLOYEES
None of the employees of your Company come under the provisions of the
section 217(2A)(a)of the companies (Particulars of Employees) Rules
1975 . As a result , no disclosure in this regard is necessary
ENERGY , TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC
Information pursuant to section 217(1)(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 in respect of conservation of Energy
and Technology Absorption and Foreign Exchange Earning and Outgo is
given in Annexure - I, forming part of this Report.
INDUSTRIAL RELATIONS
The Company has always aimed to maintain cordial relations with its
industrial personnel and will continue to do in future.
ISO CERTIFICATION
Your Company is having a status of ISO 9001:2000 Certification. Your
company is highly committed to the highest standard of quality.
CORPORATE GOVERNANCE
The Company is committed in maintaining the highest standards of
Corporate Governance and adheres to the stipulations prescribed under
clause 49 of the Listing Agreement with the Stock Exchange. A Report on
Corporate Governance & Shareholders Information together with a
Auditors' Certificate regarding Compliance of the same are annexed as
a part of this Annual Report.
MANAGEMENT Discussion & Analysis REPORT:
In accordance with the Listing Agreement Requirements, Management
Discussion & Analysis Report is presented in a separate section, forms
a part of the Annual Report.
INTERNAL CONTROL SYSTEMS And Their Adequacy
The Management continuously reviews the Internal Control Systems and
procedures for the efficient conduct of the Company's business. The
Company adheres to the prescribed guidelines with respect to the
transactions, financial reporting and ensures that all its assets are
safeguarded and protected against losses. Internal Control System are
implemented to safeguard the Company's assets from loss or damage, to
keep a constant check on the cost structure, to prevent revenue
leakages, to provide adequate financial and accounting controls and
implement accounting standards.
The board have appointed a Chartered Accountants firm who are
conducting the Internal Audit of the Company . The report thereof is
placed before the Audit Committee.
INSURANCE
The assets of the Company are adequately insured against the loss of
fire and other risks which are considered necessary by the management.
FIXED DEPOSITS
Your company has not accepted any public deposits within the meaning of
the Section 58A of the Companies Act, 1956 during the year under
review.
LISTING
The equity shares of your Company continued to be listed on Bombay
Stock Exchange Limited (BSE)and Calcutta Stock Exchange Limited (CSE).
CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility is the continuing commitment by the
business to behave ethically and contribute to economic development
while improving the quality of life of the workforce and their families
as well as of the local community and society at large.
As a part of its policy for corporate social responsibility, the
Company undertakes a range of activities to improve living conditions
of the people in the neighborhood of all its plants. In structuring its
efforts to the various aspects of Corporate Social Responsibilities,
the Company takes account in guidelines and statements issued by
stakeholders and other regulatory bodies. Corporate Social
Responsibility and Sustainable development will continue to be the
leading priorities at the Company which it shall consistently strive to
touch lives and makes a difference.
The Directors noted the observations made by Auditors with regard to
method of accounting pursuant to Accounting Standard 15 and will give
the effect of the same in coming year .
APPRECIATION
Your Directors record their sincere appreciation for the assistance,
support and guidance provided by Company's Customer, Supplier,
Government Authorities, Bankers, investors, financial institution and
shareholders for their consistent support to the company. The Directors
also commend the continuing commitment and dedication of the employees
at all levels which has been critical for the Company's growth. The
Directors look forward for their continuing support in future.
For and on behalf of the Board
Place: Kolkata
Date: 25th March , 2015
Bhagwati Prasad Jalan
Chairman
Mar 31, 2013
Dear Members
The Directors are pleased to present the Thirty Sixth (36th) Annual
Report together with the Audited accounts of your Company for the year
ended 31st March, 2013.
FINANCIAL HIGHLIGHTS
(Rs. in crores)
Particulars 2012-13 2011-2012
Revenue from Operations (Net of Excise duty) 27.18 36.25
Other Income 0.13 0.92
Total Expenses 28.07 36.25
Profit /(Loss) before tax (PBT) (0.76) 0.92
Profit/(Loss) during the year (0.54) 1.90
FINANCIAL REVIEW
As can be observed from the above your Company''s Operations were
adversely affected mainly due to industrial slowdown and in amidst of
the same the company''s topline was maintained with esprit de corps
and steady cautious measures. However your company is carrying forward
a confirmed order book position of Rs 4000 Lacs as on 1.4.13 which are
under execution . Your Company efforts for export of its products have
started giving fruitful results and company have been rewarded with
Export Order also.
The Directors are quite hopeful that the current year operations will
be far better than the operation for the period under review .
Special Resolution Passed During the year : One Special Resolution
Passed during the year under review in Extra- Ordinary General Meeting
held on 20th July 2012.
DIVIDEND:
In view of brought forward losses, your directors are unable to
recommend any dividend for the financial year ended 31st March, 2013.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956, and
Article 115 of the Article of Association of the Company, Shri Bhagwati
Prasad Jalan ,Shri Vijay Kumar Agarwal, Shri Sajjan Bhajanka and Shri
Niraj Jalan Direc- tors of the Company are liable to retire by rotation
at the ensuing Annual General Meeting , and being eligible, offer
themselves for re-appointment. Notice Pursuant to section 257 of the
Companies Act 1956 , together with Requisite Deposits have been
received from some members proposing the candidature for being
re-elected to the office of the directors. ''
DIRECTORS'' RESPOSIBILITY STATEMENT
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, your Directors hereby confirm .
i. That in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departure ;
ii. That the directors had 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 31st March, 2013 and of the Loss of the
Company for the year ended on that date.
iii. That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities
iv. That the directors had prepared the annual accounts on a going
concern basis
PARTICULARS OF EMPLOYEES
None of the employees of your Company come under the provisions of the
section 217(2A)(a)of the companies (Particulars of Employees) Rules
1975 . As a result, no disclosure in this regard is necessary
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC
Information pursuant to section 217(1 )(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 in respect of conservation of Energy
and Technology Absorption and Foreign Exchange Earning and Outgo is
given in Annexure -1, forming part of this Report.
INDUSTRIAL RELATIONS
The Company continued to maintain cordial relations with its industrial
personnel. The Directors expressed their appreciation for very good
co-operation received from all sections of industrial personnel at
Odisha and Kolkata.
ISO CERTIFICATION
Your Company is having a status of ISO 9001:2000 Certification. Your
company is highly committed to the highest standard of quality.
CORPORATE GOVERNANCE
The Company is committed in maintaining the highest standards of
Corporate Governance and adheres to the stipulations prescribed under
clause 49 of the Listing Agreement with the Stock Exchange. A Report on
Corporate Governance & Shareholders Information together with a
Auditors'' Certificate regarding Compliance of the same are annexed as
a part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
In accordance with the Listing Agreement Requirements, Management
Discussion & Analysis Report is presented in a separate section, forms
a part of the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Management continuously reviews the Internal Control Systems and
procedures for the efficient conduct of the Company''s business. The
Company adheres to the prescribed guidelines with respect to the
transactions, financial reporting and ensures that all its assets are
safeguarded and protected against losses. Internal Control System are
implemented to safeguard the Company''s assets from loss or damage, to
keep a constant check on the cost structure, to prevent revenue
leakages, to provide adequate financial and accounting controls and
implement accounting standards.
The board have appointed a Chartered Accountants firm who are
conducting the Internal Audit of the Company . The report thereof is
placed before the Audit Committee.
INSURANCE
The assets of the Company are adequately insured against the loss of
fire and other risks which are considered necessary by the management.
FIXED DEPOSITS
Your company has not accepted any public deposits within the meaning of
the Section 58A of the Companies Act, 1956 during the year under
review.
LISTING
The equity shares of your Company continued to be listed on Bombay
Stock Exchange Limited (BSE)and Calcutta Stock Exchange Limited (CSE).
CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility is the continuing commitment by the
business to behave ethically and contribute to economic development
while improving the quality of life of the workforce and their families
as well as of the local community and society at large.
As a part of its policy for corporate social responsibility, the
Company undertakes a range of activities to improve living conditions
of the people in the neighborhood of all its plants. In structuring its
efforts to the various aspects of Corporate Social Responsibilities,
the Company takes in account guidelines and statements issued by
stakeholders and other regulatory bodies. Corporate Social
Responsibility and Sustainable development will continue to be the
leading priorities at the Company which it shall consistently strive to
touch lives and makes a difference.
The Directors noted the observations made by Auditors with regard to
method of accounting pursuant to Accounting Standard 15 and shall give
the effect of the same in coming year .
APPRECIATION
Your Directors record their sincere appreciation for the assistance,
support and guidance provided by Company''s Customer, Supplier,
Government Authorities, Bankers, investors, financial institution and
shareholders for their consistent support to the company. The Directors
also commend the continuing commitment and dedication of the employees
at all levels which has been critical for the Company''s growth. The
Directors look forward for their continuing support in future.
For and on behalf of the Board
Place: Kolkata
Date: 30th June, 2013 Bhagwati Prasad Jalan
Chairman
Mar 31, 2011
Dear Members,
The Directors hereby present the Thirty Fourth Annual Report together
with the Audited Accounts of your Company for the financial year ended
on 31st March, 2011.
OPERATING RESULTS
The operating results of your Company for the financial year 2010-2011
are as follows:-
2010-11 2009-10
Rupees in Lakhs
1. Sale of the Products 1781.11 3221.26
2. Other Income 175.47 76.18
3. Total Turnover 1956.58 3297.44
4. Operating Profit/(Loss) before
Interest, 274.68 666.10
Depreciation and amortization
of expenses
5. Less: Interest 125.89 115.35
Less: Depreciation 26.88 30.24
Less: Amortization of expenses - 16.00
6. Profit/(Loss) for the period 121.91 504.51
7. Provision for Deferred Tax 50.06 122.18
8. Profit/(Loss) after Tax 71.85 382.33
As can be observed from the above your Company's operations were
adversely affected mainly due to deferment of some of the large orders
supplies from some of its valued customers. However your Company is
carrying forward a confirmed order book position of over Rs. 35 Crores
as on 1st April 2011 which are under execution . Your Company is making
all efforts for export of its products and have started securing orders
for the same.
Your directors are quite hopefull that the current year operations will
be far better than the operation for the period under review. There has
been significant progress with the expansion activities by setting up
new modem manufacturing facilities during the year.
The Plant & Machinery purchased from M/s Sirma Spa Italy has started
arriving at your Dhenkanal Plant and are under erection.
DIVIDEND
In view of brought forward accumulated losses, your Directors does not
recommend any dividend for the year.
RAW MATERIALS
The availability and costs of raw material during the year remained
challenging. All efforts are being made for necessary improvement on
this.Their has been a significant increase in the cost of coal and
Furnace Oil during the year under review.
RESEARCH AND DEVELOPMENT
There is no R & D activities during the year under review. R&D
activities are vital for our product to cope with the competitive
market condition. But, due to paucity of fund the company could not
undertake the same. However the company will start the same in the
coming future.
INTERNAL AUDIT
The Management has appointed a Chartered Accountants firm who are
conducting the internal audit of the Company. The report thereof is
also placed before the Audit Committee.
ACCOUNTING POLICIES
Accounting policies adopted by the Company have been given in Schedule
- O, in the Audited Balance Sheet and Profit & Loss Account.
FUTURE PROSPECTS
Your Company's continuous endeavor to enlarge the area of marketing its
products has started bearing results . Your company is now focusing on
both domestic and international markets for a sustained growth for
supply of its products in steel and aluminium sector who are major
consumers for refractories and with a vibrant marketing team in place
is quite hopefull of achieving better results.
DIRECTORS' RESPONSIBILTY STATEMENT
Persuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
have
i) Followed in the presentation of the annual accounts, the applicable
accounting standards.
ii) Selected prudent accounting policies and applied them consistently
and made judgements and estimates that were reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the Company for
the year under review.
iii) Taken proper and sufficient care, to the best of their knowledge
and ability, for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956, for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
iv) Prepared the annual accounts on a going concern basis.
PARTICULARS OF EMPLOYEES
None of the employees of your Company come under provisions of Section
217 (A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rule, 1975. As a result, no disclosure in this regard
necessary.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC.
Pursuant to the provisions of the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 particulars are given
in Annexure-1.
AUDITORS REPORT
The observations made in the Auditors' Report are self explanatory and
therefore do not call for any comments.
AUDITORS
M/s. P. Mukhopadhyaya & Co., Chartered Accountants, the present
Auditors of the Company, retire at this Annual General Meeting and are
eligible for reappointment. Pursuant to the provisions of Section 224
of the Companies Act, 1956, their appointment requires the approval of
the members by an ordinary Resolutions.
ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation of the continued
cooperation and support extended by all concern.
For and on behalf of the Board of Directors
Bhagawati Prasad Jalan
(Chairman)
Kolkata
Dated: 27th June, 2011
Mar 31, 2010
The Directors hereby present the Thirty Third Annual Report together
with the Audited Accounts of your Company for the financial year ended
on 31st March, 2010.
OPERATING RESULTS
The operating results of your Company for the financial year 2009-2010
are as follows:-
2009-10 2008-09
Rupees in Lakhs
1. Sale of the Products 3221.26 1478.64
2. Other Income 76.18 71.66
3. Total Turnover 3297.44 1550.30
4. Operating Profit/(Loss) before Interest, 666.10 154.40
Depreciation and amortization of
expenses
5. Less:Interest 115.35 128.71
Less: Depreciation 30.24 15.92
Less: Amortization of expenses 16.00 82.37
6. Profit/(Loss) for the period 504.51 (72.60)
7. Provision for Deferred Tax 122.18
8. Profit/(Loss) after Tax 382.33
As can be observed from above the Companys top line grew by Rs.
1747.15 lakhs and in % terms a increase of 112.70 %. Consequently the
bottom line of the Company turned to black from red and was pegged at
Rs.382.33 lakhs. Your Directors are hopeful that barring unforeseen
circumstances the results of the Company would further improve. Your
Directors also wish to inform that the Company has undertaken plans for
expansion of the product line by setting up new modern manufacturing
facility. The same is expected to be completed by the year 2012. During
the year the Company also converted the unsecured loan amounting to Rs.
990 lakhs taken from Promoters and its associates to 9,90,000 numbers
of 0% redeemable Preference Shares having face value of Rs. 100/- each.
During the year the Company has increased its authorized capital from
Rs.800.00 lakhs to Rs.4000.00 lakhs.
DIVIDEND
In view of brought forward accumulated losses, your Directors does not
recommend any dividend for the year.
RAW MATERIALS
The availability and costs of raw material during the year remained
challenging. All efforts are being made for necessary improvement on
this.
RESEARCH AND DEVELOPMENT
There is no R & D activities during the year under review. R&D
activities are vital for our product to cope with the competitive
market condition. But, due to paucity of fund the company could not
undertake the same. However the company will start the same in the
coming future.
INTERNALAUDIT
The Management has appointed a firm of Chartered Accountants who are
conducting the internal audit of the Company. The report thereof is
also placed before the Audit Committee.
ACCOUNTING POLICIES
Accounting policies adopted by the Company have been given in Schedule
- O, in the Audited Balance Sheet and Profit & Loss Account.
FUTURE PROSPECTS
The Steel Plants are bringing down the specific refractory consumption
(i.e. kg. per tonne of steel) and therefore, the Fireclay and High
Alumina refractory market is shrinking and becoming competitive. At
this point, the proposed new Steel Plants which are coming up in the
State of Orissa is a great hope to the industry and it is expected that
the demand may pick up. Simultaneously, your Company is also
endeavouring its best to find alternative market for its products.
DIRECTORS RESPONSIBILTY STATEMENT
Persuant to Section 217 (2 AA) of the Companies Act, 1956, the
Directors have
i) Followed in the presentation of the annual accounts, the applicable
accounting standards.
ii) Selected prudent accounting policies and applied them consistently
and made judgements and estimates that were reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the Company for
the year under review.
iii) Taken proper and sufficient care, to the best of their knowledge
and ability, for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956, for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
iv) Prepared the annual accounts on a going concern basis.
PARTICULARS OF EMPLOYEES
None of the employees of your Company come under provisions of Section
217 (A) of the Companies Act, 195 6 read with Companies (Particulars of
Employees) Rule, 1975. As a result, no disclosure in this regard
necessary.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC.
Pursuant to the provisions of the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 particulars are given
in Annexure-1.
AUDITORS REPORT
The observations made in the Auditors Report are self explanatory and
therefore do not call for any comments.
AUDITORS
M/s. P. Mukhopadhyaya & Co., Chartered Accountants, the present
Auditors of the Company, retire at this Annual General Meeting and are
eligible for reappointment. Pursuant to the provisions of Section 224
of the Companies Act, 1956, their appointment requires the approval of
the members by a ordinary Resolutions.
ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation of the continued
cooperation and support extended by all concern.
For and on behalf of the Board of Directors
Kolkata
Dated: 12th August, 2010 Bhagawati Prasad Jalan
(Chairman)
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