Dear Shareholders,
The Directors take pleasure in presenting the Annual Report together with Audited statement on the business and operations of the company for the year ended on 31st March, 2018.
FINANCIAL RESULTS:
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2017-2018 2016-2017
(Rs.in'00000) (Rs.in'00000)
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Income (sales and other income)
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1824.13
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1413.14
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Profit/ (Loss) before interest & dep.
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159.12
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101.33
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Less:
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Interest
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0.00
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0.00
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Depreciation and amortization
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4.20
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8.14
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Profit / (Loss) Before Tax
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54.92
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93.18
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Provision for Taxation
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42.42
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30.48
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Deferred Tax
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(0.05)
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5.02
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Adjustment related to previous year
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0.00
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2.58
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Net Profit
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112.55
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55.10
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OPERATIONAL RESULTS:
The NBFC Sector in India Continued its Consistent growth parallel to India’s economic Growth. Trading in Agro and organic products during the financial year under review, Irrespective of dispersed risk retail lending and strategic growth in the MSME sector have led to increased income of the company from Rs. 1413.14 (in ‘00000) from the last year to Rs. 1824.13 (in ‘00000). It simultaneously earned a profit after tax of Rs. 112.55 (in'00000) as compared to the previous year profit of Rs. 55.10 (in'00000). The Income of the Company has been mainly from the Interest on Loans and advances and trading of M Compound, shares, Arecanut which has resulted in an increased profit of the company this year.
DIVIDEND:
In view to conserve the financial resources of the company for meeting financial requirements for future business projects it was decided by your director not to declare any dividend this year.
FIXED DEPOSIT:
Your company has not accepted any deposit prescribed U/s 73 of the companies Act 2013 during the financial year.
AUDITORS AND TAX CONSULTANTS:
M/s Ranjit Jain & Company, (Firm Reg. No. 322505E) having its office at Diamond heritage- Unit 605A, 6th Floor, Strand Road, Kolkata -700001, West Bengal who were appointed as the statutory auditors of the Company to hold office from the Conclusion of the Annual General Meeting held in 2015 till the Conclusion of the 37th Annual General Meeting is subject to the ratification by the shareholders of the Company at this Annual General Meeting. The resolution is set forth in front of shareholders for ratification.
The Companies (Amendment) Act, 2017 has omitted the 1st proviso to Section 139(1) regarding ratification of the appointment of the statutory auditors. However as the company had appointed the existing statutory auditors in the 32nd AGM for a period of 5(five) years subject to their ratification at every annual General Meeting therefore the appointment of the existing auditors are liable to be ratified by the shareholders of the Company.
In addition to this M/s Vishal Maheshwari & Company Chartered Accountants were also appointed as Accountancy and tax Consultants of the Company to advise the Company on various taxation matters.
CHANGE IN MANAGEMENT & TAKEOVER:
During the Financial Year there was no change in management and take over in the Company.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director. In order to maintain stabilization in to the affairs of the company the Company Secretary and Compliance officer of the Company has been appointed as the Internal Auditor who would directly report to the Chairman of the Audit Committee of the Company. The Internal Audit Department and the Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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Sl.
No.
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Requirement of Rule 5(1)
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Disclosure
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1
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The ratio of the remuneration of each director to the median remuneration of the employees for the financial year
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Mr. Arvind Kumar Mittal is drawing salary of Rs. 50000/- per month which is 2.37 times of the median remuneration of the employees for the financial year.
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2
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Percentage increase in remuneration of each director, CFO, CEO, CS or Manager in the financial year
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Percentage increase in remuneration of:-
a) Directors -NA
b) MD - NA
c) CFO - NA
d) CEO -NA
e) Company Secretary -28% increase
f) Manager -NA
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3
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The percentage increase in the median remuneration of employees in the financial year
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% increase in the median remuneration of the
Employees in the financial year. 19.25
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4
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The number of permanent employees on the rolls of the company
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There were 5 employees on permanent roll of
the company as on March 31, 2018.
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5
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The explanation on the
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The Company’s profit rose to 66% in
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relationship between average increase in remuneration and company performance
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comparison to that the average increase of remuneration of employees was 19.25 % during the year.
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6
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Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.
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The total remuneration paid to KMP’s (MD, CFO and CS) was approx 7.35 % of the net profit for the FY 2017-18 which was based on the terms of the service contract which must be paid for availing there services.
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7
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Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer
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Variations in the market capitalization: Rs.
Market Capitalization as on 31-03-2017=Rs. 73.32 Crores 31-03-2018=Rs. 39.11 Crores
Price Earnings Ratio (Price/EPS): -
As on 31-03-2017-Rs. 0.28
As on 31-03-2018-Rs. 0.58
46.67 % decrease in the share price from the price on 31.03.2017 i.e 37.50/- due to the normal trading of shares in due course.
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8
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Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 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
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No
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9
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Comparison of each remuneration of the Key Managerial Personnel against the performance of the company
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Comparison of each remuneration of the
Key Managerial Personnel against the performance of the company: -MD- 3.87 % (of the Net Profit)
CFO- 1.00 % (of the Net Profit)
CS- 2.48 % (of the Net Profit)
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10
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The key parameters for any variable component of remuneration availed by the
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The Company was not paying variable component of Remuneration to any director during the year.
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directors
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11
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The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year
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NA
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12
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Affirmation that the remuneration is as per the remuneration policy of the company
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We affirm that the remuneration paid to employees and KMP’s was based on the remuneration policy.
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B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
- Drawing salary of 60 Lakhs or above for the year if employed throughout the year -Nil
- Drawing salary of 5 Lakhs p/m or above for a month if employed for part of the year -Nil
- Drawing salary more than the salary of MD and having 2% stake in the company -Nil
C) No Managing Director or Whole-time Director of the Company is receiving any commission from the Company as well as from the Holding Company or Subsidiary Company of the Company.
RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS:
As stipulated in section 134(5) of Companies Act 2013, The Directors of the Company would like to state:
1) In the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 or loss of the Company for the year under the review.
iii) The directors have 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) The directors have prepared the annual accounts on a going concern basis.
v) 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.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
INDUSTRIAL RELATIONS:
During the period under review the relation between employee and Management remained cordial. All the problems of the employees were patiently heard by the Management and proper solutions pertaining to their problems were provided by the management.
DIRECTORS:
The Board of the company is duly constituted. None of the Directors are Disqualified u/s 164 of the companies Act, 2013. All the Independent Directors have given their declaration as per Section 134 read along with section 149 of the Companies Act 2013.
In the ensuing Annual General Meeting Mr. Chandrakant Dwivedi being the Non Executive Non Independent Director of the Company whose office is subject to retire by rotation will retire by rotation due to the provisions of Section 149 &, 152 of the Companies Act, 2013. as rest of the directors are Independent Directors leaving Mr. Arvind Kumar Mittal who is the Managing Director of the Company and hence cannot retire by rotation.
AUDITORS REPORT:
The observation as per Auditors Report is self-explanatory and does not call any further clarification from directors.
CORPORATE GOVERNANCES:
As the company is required to comply with clause 17 to 27 as applicable of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 confirming the compliance of conditions of corporate Governance forms part of the Annual Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and as mentioned in the last year’s annual report, the Management has carried out the annual performance evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit, Appointment and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’ functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
TAKING ON RECORD THE ORDER RECEIVED FROM BSE BY THE BOARD IN REFRENCE TO FORENSIC AUDIT:
The board at its meeting held on 10.11.2017 considered the fact the Company has received an order from BSE Limited bearing reference no. SURV/OFL/PB/2017/SHELL/COMP/539016/1 dated October 27, 2017 informing the Company about the Forensic Audit to be conducted in reference to the pending proceedings against the Company and advised the persons in control of the Company including the Directors to co-operate with the Forensic Auditor so appointed for the sole purpose of conducting the aforesaid audit. However the Company decided to request the surveillance team of BSE to give an opportunity of personal hearing and representation before the authorities on grounds of natural justice and considering which it simultaneously gave an opportunity of personal hearing to the Company on 13.03.018 which the company attended and presented its representations pending which it also gave written submissions dated 14.03.2018 which the BSE took note of.
LISTING OF SHARES
The Company’s shares are listed with the
1. BSE Ltd., P.J Towers, Dalal Street, Mumbai- 400001,
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING OUTGO:
Your Company is not engaged in any manufacturing activity which is power intensive, it basically engaged in trading activities and use power saving devices by implementing the advanced and latest technology in carrying out its operational activities. There is a system of proper check and control in order to avoid unnecessary wastage of power and energy.
Foreign Exchange earnings and outgo is NIL.
BUSINESS RISK MANAGEMENT:
As already listed in the last years annual report of the company and pursuant to section 134 (3) (n) of the Companies Act, 2013 the Company has formed an internal committee in order to evaluate the risk factor in the concern. The Board carries out a brief synopsis of the key elements that threatens the existence of the company. The internal policy related to risk management ensures growth and continuity of business. However SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 exempts your company to mandatory form the Risk and Management Committee.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as “code of conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website www.neil.co.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
WHISTLE BLOWER POLICY:
In order to Comply with the provisions of Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 A Vigil Mechanism was framed by the Company through its Board of Directors which shall be headed by the Chairman of the Audit Committee who shall be known as the Vigilance Officer under the Whistle Blower Policy. The Policy is framed for its directors and employees to report concerns of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Code has been posted on the Company’s Website i.e www.neil.co.in
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Board of Directors and the designated employees have confirmed compliance with the Code
RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. There was no requirement of disclosure in AOC-2 from the company.
DISCLOSURE UNDER SEXUAL HARRASMENT POLICY FOR WOMEN:
Your Company has already framed the Sexual harassment policy regarding the women and female employees of the Company. During the year under review there were no complaints from any employee regarding the said issue.
SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. M/s. Rakesh Agrawal & Co., Company Secretaries in whole time Practice was appointed as the Secretarial Auditor of the Company who has given his Secretarial Audit report to the Company in the prescribed format. The Format is attached as “Annexure A” to this report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B”
ACKNOWLEDGEMENTS:
Yours Directors acknowledge with thanks for the co-operation and assistance what so ever received from employees, members, banks and govt. Authorities.
By the Order and on behalf of the Board of Directors
For Neil Industries Limited
SD/- SD/
DATE: 27/07/2017 ARVIND KUMAR MITTAL PINKI YADAV
PLACE: KANPUR (MANAGING DIRECTOR) (DIRECTOR)
DIN: 02010445 DIN:06995315
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