Dear Members,
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.
FINANCIALHIGHLIGHTS
| Particulars |
Year ended 31st March 2023 |
Year ended 31st March 2022 |
| Turnover |
1.09 |
2.01 |
| Profit/(Loss) before depreciation and taxation |
(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 Depreciation |
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.
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, 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.
| SI.No Date of Board Meetings |
FRADIP WJMAR MOHAPATRA |
SRBASH CHAM3RA MISHRA |
BNDUJAIN |
SUNDARESAN RADHAKRSHNAN |
VIMALTOKASH |
RAMEH KUNARDHAMDHAMA |
Sarvanan Asokan * |
GHAGWAT1FMSAD JALAN |
NRAJ JALAN |
VINAYAGAR/VAL |
| 1 Monday, April 4 2022 |
|
|
yes |
|
yes |
yes |
yes |
yes |
|
|
| 2 Monday, May 30,2022 |
|
yes |
yes |
|
yes |
yes |
yes |
yes |
yes |
|
| 3 Saturday, August 13,2022 |
yes |
yes |
yes |
|
yes |
yes |
|
|
|
yes |
| 4 Monday, September 5,2022 |
yes |
|
|
yes |
yes |
yes |
|
|
yes |
yes |
| 5 Monday, November 14,2022 |
|
yes |
yes |
|
yes |
yes |
|
yes |
|
yes |
| S Friday, February 3,2023 |
yes |
|
|
yes |
yes |
|
|
|
yes |
|
| 7 Tuesday, February 14,2023 |
|
yes |
yes |
|
yes |
yes |
|
|
yes |
|
| 8 Friday, March 3,2023 |
|
yes |
|
yes |
|
yes |
|
yes |
|
yes |
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.
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,
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 |
|