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Nitin Castings Ltd.

BSE: 508875 Sector: Engineering
NSE: N.A. ISIN Code: INE861H01020
BSE 00:00 | 24 Apr 2020 Nitin Castings Ltd
NSE 05:30 | 01 Jan 1970 Nitin Castings Ltd

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OPEN 68.85
PREVIOUS CLOSE 72.45
VOLUME 3
52-Week high 89.00
52-Week low 61.75
P/E 16.05
Mkt Cap.(Rs cr) 35
Buy Price 66.05
Buy Qty 2.00
Sell Price 69.00
Sell Qty 98.00
OPEN 68.85
CLOSE 72.45
VOLUME 3
52-Week high 89.00
52-Week low 61.75
P/E 16.05
Mkt Cap.(Rs cr) 35
Buy Price 66.05
Buy Qty 2.00
Sell Price 69.00
Sell Qty 98.00

Nitin Castings Ltd. (NITINCASTINGS) - Director Report


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Company director report

To

The Members

NITIN CASTINGS LIMITED

Your Directors have the pleasure in submitting the Thirty Sixth Annual Report ofyour Company together with the Audited Statement of Accounts and the Auditors' Report forthe financial year ended 31st March 2019.

1. FINANCIAL RESULT

The performance of the Company for the financial year ended 31st March 2019is summarized below:

(Rs. in Lakhs)

Particulars Current Year Previous Year
Total Revenue 7558.23 6024.45
Expenditure (excluding Depreciation and Amortization) 6806.31 5549.40
Earnings before Depreciation and Taxes 751.92 475.05
Depreciation and Amortization 431.16 386.15
Earnings before Taxes 320.76 88.90
Tax expenses including Deferred tax 87.04 4.64
Profit after Taxes 233.72 84.26
Add : Balance brought forward from previous year 1709.47 1642.35
Add : Other Comprehensive Income (28.01) 13.95
Less : Dividend (Including Dividend Tax) 30.15 31.09
Balance carried to Balance Sheet 1885.03 1709.47

2. OPERATING RESULT & PROFIT

During the year under review your Company has registered a Turnover of Rs. 7558.23Lakhs as against Rs. 6024.45 Lakhs in the previous year. The Profit beforetaxes in the current year is Rs. 320.76 Lakhs as against Rs. 88.90 Lakhs inthe previous year and profit after taxes are Rs. 233.72 Lakhs as against Rs.84.26 Lakhs in the previous year.

TRANSFER TO RESERVES

During FY 2018-19 no amount has been transferred to the general reserves of theCompany.

3. FINANCE

Cash and cash equivalents as at 31st March 2019 was Rs. 383.64 Lakhs.The company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management’s discussion and analysisis set out in this Annual Report.

5. CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from M/s. Sandeep Rathi &Associates Chartered Accountants in practice regarding compliance of the requirements ofCorporate Governance under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a

separate section forming part of the Annual Report. The auditors' certificate forfiscal 2018-2019 does not contain any qualification reservation or adverse remark.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

During the period under review Mr. Akshaykumar Rao resigned (w.e.f. August 11 2018)from the post of Company Secretary cum compliance officer of the Company and Ms. Shruti Y.Laud (Membership No. A38705) has been appointed as a Company Secretary cum ComplianceOfficer of the Company w.e.f. February 06 2019.

During the period under review there is no change in the Composition of Directors.

7. DIVIDEND

Your Directors have recommended dividend of Rs. 0.50/- per equity share (10%)for the financial year ended 31st March 2019 amounting to Rs. 25.71Lakhs. The dividend payout is subject to approval of members at the ensuing AnnualGeneral Meeting.

The dividend will be paid to members whose name appear in the Register of Members as on23rd September 2019 in respect of shares held in dematerialized form it will bepaid to members whose names are furnished by National Securities Depository Limited andCentral Depository Services (India) Limited as beneficial owners as on that date.

8. LISTING OF SHARES AND DEMATERIALIZATION

The Company’s shares are listed and traded at Bombay Stock Exchange (BSE) and itsscrip code is 508875 and ISIN No. INE861H01020

9. RISK MANAGEMENT

During the year the company has developed and implemented Risk Management Policyconsistent with the provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to identify the elements of risk which may threaten theexistence of the Company and possible solutions to mitigate the risk involved.

10. PUBLIC DEPOSITS

During the year under review the Company did not raise funds by way of Public depositsand as such no amount of principal or interest was outstanding as on the balance sheetdate.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF THE REPORT

During the year under review the Company has Sub-divided the Equity shares of theCompany from the face value of Rs. 10/- each to the face value of Rs. 5/- each. The resultof Postal ballot for the same was been declared on February 19 2019.

The notice of Postal ballot & Scrutinizers report for the same has been declared onthe Bombay Stock Exchange Limited & on the company's Website at www.nitincastings.com

ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Criteria of performance evaluation of the Board Committees and Directors are laid downby Nomination and Remuneration Committee (NRC) of the Company. Further pursuant toprovisions of the Companies (Amendment) Act 2017 NRC decided to continue existing methodof performance evaluation through circulation of performance evaluation sheets based onSEBI Guidance Note dated 5th January 2017 and that only Board should carry outperformance evaluation of Board Committees and Individual Directors.

An assessment sheet based on aforesaid SEBI Guidance Note containing the parameters ofperformance evaluation along with rating scale was circulated to all the Directors. TheDirectors rated the performance against each criteria. Thereafter consolidated score wasarrived. Pursuant to the provisions of the Companies Act 2013 and Listing Regulationsthe Board has carried out performance evaluation of its own evaluation of working of theCommittees and performance evaluation of all Directors in the said manner.

A meeting of Independent Directors of the Company was held on 30.03.2019 in whichIndependent Directors inter-alia reviewed performance of Non-Executive IndependentChairman and other NonIndependent Directors and the Board as a whole through performanceevaluation sheets.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act 2013your Directors to the best of their knowledge and belief and according to the informationand explanations obtained by them state and confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

(f) That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

13. BOARD MEETINGS

The Board of Directors met Seven times during this financial year. The details of themeetings are elaborated in the Corporate Governance Section of this Report.

POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The said policy is uploaded on the website of the Company and web-linkthereto is http://www.nitincastings.com/codeofconduct.html. The Remuneration Policy is stated in the Corporate Governance Report.

14. DECLARATION OF INDEPENDENCE

Criteria of performance evaluation of the Board Committees and Directors are laid downby Nomination and Remuneration Committee (NRC) of the Company. Further pursuant toprovisions of the Companies (Amendment) Act 2017 NRC decided to continue existing methodof performance evaluation through circulation of performance evaluation sheets based onSEBI Guidance Note dated 5th January 2017 and that only Board should carry outperformance evaluation of Board Committees and Individual Directors.

An assessment sheet based on aforesaid SEBI Guidance Note containing the parameters ofperformance evaluation along with rating scale was circulated to all the Directors. TheDirectors rated the performance against each criteria. Thereafter consolidated score wasarrived. Pursuant to the provisions of the

Companies Act 2013 and Listing Regulations the Board has carried out performanceevaluation of its own evaluation of working of the Committees and performance evaluationof all Directors in the said manner.

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 read with Schedules and Rules issued thereunder and under Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

15. SEPARATE INDEPENDENT DIRECTORS' MEETINGS

The Independent Directors meet at least once in a year without the presence ofExecutive Directors or Management representatives. They also have a separate meeting withthe Non-Executive Chairman to discuss issues and concerns if any.

The Independent Directors met on Saturday 30th March 2019 duringthe Financial Year ended 31st March 2019.

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company proactively keeps its Independent Directors informed of the activities ofthe Company its management and operations and provides an overall industry perspective aswell as issues being faced by the industry. The said policy is uploaded on the website ofthe Company and web-link thereto is http://www.nitincastings.com/familiarization.html.

17. BOARD & COMMITTEE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and under Regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Committee Nomination & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

18. AUDIT COMMITTEE

During the period under review there were no changes in the composition of the Auditcommittee. As on now 31st March 2019 the Audit committee comprises of Mr.Ravi Nevatia Independent Director as a chairman Mr. S.L Agarwal Independent Directorand Ms. Preethi Anand Independent Director. (Ms. Preethi Anand has resigned from theoffice on 29.05.2019)

Moreover the details pertaining to composition of audit committee is included in theCorporate Governance Report which forms part of Annual Report.

19. STATUTORY AUDITORS

The Board had appointed M/s. Sandeep Rathi & Associates CharteredAccountants (FRN # 113728W) to hold the office of the statutory auditor of the Companyfrom the conclusion of the Thirty Third Annual General Meeting till the AnnualGeneral Meeting to be held in the year 2020 and at a remuneration to be fixed by theBoard of Directors in consultation with the auditors plus applicable GST andreimbursement of out of pocket expenses incurred by them for the purpose of audit.

Further Certificate from the Auditors has been received to the effect that theirre-appointment if made would be within the limits prescribed under section 139 of theCompanies Act 2013.

STATUTORY AUDITORS' REPORT

The Auditors' Report on standalone financial statements for the year ended 31st March2019 forms part of this Annual Report. The Auditors’ Report does not contain anyqualifications reservations adverse remarks disclaimer or emphasis of matter. Notes tothe Financial Statements are self-explanatory and do not call for any further comments.

20. SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Kala Agarwal a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report issued by them in Form No.MR-3 has been annexed to this Report. The Secretarial Audit Report does not contain anyqualifications reservations or adverse remarks.

21. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as annexure to the Board's report asAnnexure - I.

22. DISCLOSURE RELATING TO SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURES:

The Company does not have any Subsidiary Company / Associate Company / Joint Ventures.

However Pursuant to first proviso to sub-section (3) of section 129 read with rule 5of Companies (Accounts) Rules 2014 Form AOC-1 is annexed to this report as Annexure -II.

23. PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. Your Company has adopted apolicy on Related Party Transactions and is uploaded on the website of the Company at http://www.nitincastings.com/pdf/Related_Party_Transaction_Policy.pdf

Pursuant to the provisions of section 134 (3) (h) of the Companies Act 2013 read withRule 8 (2) of the Companies (Accounts) Rules 2014 Form AOC-2 is annexed to this reportas Annexure - III.

24. INTERNAL AUDIT SYSTEM

The Company's internal Auditors had conducted periodic audit to provide reasonableassurance that the Company's established policies and procedure have been followed.

25. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has a proper and adequate internal control system for all its activitiesincluding safeguarding and protecting its assets against any loss from its unauthorizeduse or disposition. All transaction are properly documented authorized recorded andreported correctly. The Company has well defined Management Reports on key performanceindicators. The systems are reviewed continuously and its improvement and effectiveness isenhanced based on the reports from various fields. Normal foreseeable risks to thecompany's assets are adequately covered by comprehensive insurance.

26. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 and theCompanies (Particulars of Employee) Rules 1975 names and other particulars of theemployees required are not given as none of the employee is covered under the saidprovisions of the Act.

27. ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate and has always carriedforward all its operations and procedures following environment friendly norms with allnecessary clearances.

Your Company has taken the following steps towards environment and Ecological balancein manufacturing of Castings.

• Continuous plantation activities in and around the Factory as usual has helpedin keeping the environment pollution free.

28. CONSERVATION OF ENERGY

The Company has taken all possible measures for the conservation of energy byundertaking melting operations in consolidated and economical lot sizes for optimumutilizations of furnace.

29. FOREIGN EXCHANGE EARNING AND OUTGO

The information regarding the foreign exchange earnings and outgo is contained in Noteno. 43 to the Notes to Accounts.

30. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS

During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at workplace your Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace and has set up anInternal Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to look into the complaints relating to sexualharassment at workplace of any woman employee. During the year under review your Companyhas not received any complaint pertaining to sexual harassment and no complaint waspending as on 31st March 2019

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Vigil Mechanism / Whistle Blower Policy may beaccessed on the Company’s website at http://www.nitincastings.com/pdf/Whistle_Blower_Policy.pdf.

The Company has a Fraud Risk and Management Policy to deal with instances offraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern. A high level Committee has been constituted whichlooks into the complaints raised. The Committee reports to the Audit Committee and theBoard.

33. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans guarantees and investments covered under Section 186 of the Companies Act 2013are NIL as on 31.03.2019.

34. CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall in the mandatory bracket for Corporate SocialResponsibility pursuant to Section 135 of the Companies Act 2013 the Company did notadopt any activity pursuant to the same for the financial year 2018-19.

35. SHARE CAPITAL

a) Issue of Equity Shares:

No Equity Shares were issued in current financial year.

b) Issue of Sweat Equity Shares:

No Sweat Equity Shares were issued in current financial year.

c) Issue of Employee Stock Options:

No Employee Stock Options were issued in current financial year.

d) Provision of Money by Company for Purchase of Its Own Shares by Employees or byTrustees for the benefit of employees:

No provision is made by Company for purchase of its own shares by employees or bytrustees for the benefit of employees.

Note: During the financial year under review the Company has sub-divided the EquityShare capital of the Company from face value of Rs. 10/- per share to the face value ofRs. 5/- per share.

36. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All the Directors and the designated employees have confirmedcompliance with the Code.

37. SECRETARIAL STANDARDS

During the year under review your Company has complied with all the applicablestandards. The same has also been confirmed by Secretarial Auditors of the Company.

38. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the Company employees for theirenormous personal efforts as well as their collective contribution to Company's recordperformance.

The Directors would also like to thank their Shareholders Customers DealersSuppliers Bankers Financial Institutions Government Authorities and all Other BusinessAssociates for the continued support given by them to the Company and their confidence inthe Management.

BY ORDER OF THE BOARD OF DIRECTORS BY ORDER OF THE BOARD OF DIRECTORS
FOR NITIN CASTINGS LIMITED FOR NITIN CASTINGS LIMITED
NIPUN KEDIA SHYAMLAL AGARWAL
DIRECTOR WHOLE-TIME DIRECTOR
DIN: 02356010 DIN: 00347757
THANE 29th DAY OF MAY 2019

The ratio of the remuneration of each director to the median employee's remunerationand other details in terms of sub-section 12 of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

Sr.

NO.

Requirements Disclosures
I. The ratio of the remuneration of each director to the median remuneration of the employees for the financial year 2018-2019 Name of Director Remuneration of Directors / KMP

(Rs. in Lakhs)

Mr. Nitin Kedia 56.01
Mr. Nirmal Kedia 60.01
Mr. Nipun Kedia 18.90
Mr. Arvind Jalan Nil
Mr. Shyamlal Agarwal 5.20
Mr. Ravi Nevatia 0.50
Mrs. Preeti Anand 0.50

 

II. The percentage increase in remuneration of each directors CFO CEO CS in the financial year NIL
III. The percentage of increase in median remuneration of employees in the Financial year NIL
IV. The number of permanent employees on the payroll of of the Company 163 as on March 31 2019
V. The explanation on the relationship between average increase in remuneration and Company performance NA
VI. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company Not applicable for the financial year 201819 because of the inadequate profit.
VII. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Increment has been given to the employees / workers excluding managerial personnel.
VIII. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company Not applicable for the financial year 201819 in order to conserve the profit
IX. Affirmation that the remuneration is as per the remuneration policy of the Company Yes it is confirmed.

 

BY ORDER OF THE BOARD OF DIRECTORS BY ORDER OF THE BOARD OF DIRECTORS
FOR NITIN CASTINGS LIMITED FOR NITIN CASTINGS LIMITED
NIPUN KEDIA SHYAMLAL AGARWAL
DIRECTOR WHOLE-TIME DIRECTOR
DIN: 02356010 DIN: 00347757
THANE 29th DAY OF MAY 2019


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