BOARD'S REPORT
REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS FOR THE YEAR ENDED MARCH 31, 2025.
Dear Members,
The Board of Directors present the Company's 39th Annual Report and the
Company's audited financial statements for the financial year ended March 31, 2025.
FINANCIAL PERFORMANCE:
The Company's financial performance (standalone) for the financial year ended March 31,
2025 as compared to the previous financial year, is summarised below:-
|
|
(Rs. in Lakhs) |
Particulars |
2024-2025 |
2023-2024 |
Revenue and Other Income |
3,25,385.85 |
3,14,990.58 |
Profit before Depreciation, Amortisation and Tax |
24,018.59 |
25,755.26 |
Less: Depreciation and Amortisation charges |
11,923.30 |
11,434.14 |
Profit before Tax |
12,095.29 |
14,321.12 |
Less: Taxes |
2,968.21 |
3,589.90 |
Profit after Tax |
9,127.08 |
10,731.22 |
Add/Less: Other Comprehensive Income |
(76.49) |
51.13 |
Total Comprehensive Income |
9,050.59 |
10,782.35 |
Opening balance in Retained Earnings |
90,042.83 |
82,238.89 |
Amount available for appropriation |
99,093.42 |
93,021.24 |
Final Dividend |
2,984.51 |
2,984.51 |
Closing balance in Retained Earnings |
96,209.21 |
90,042.83 |
Earnings Per Share ( ') |
61.16 |
71.91 |
Cash Earnings Per Share ( ') |
141.06 |
148.54 |
Book Value per Share (') |
931.80 |
891.15 |
YEAR IN RETROSPECT
On a consolidated basis, the revenue from operations for FY 2024-25, stood at
Rs.3,31,274.06 Lakhs registering a growth of approximately 4% as compared to
the previous year (Rs.3,19,632.68 Lakhs in FY 2023-24). The consolidated EBITDA decreased
to Rs.30,167.88 Lakhs for FY 2024-25, which was approximately 4 % lower than that of the
previous year ('31,301.99 Lakhs in FY 2023-24).
On a standalone basis, revenue from operations for FY 2024-25 stood at Rs.3,23,931.79
Lakhs, registering a growth of 3.36 % as compared to the previous year (Rs. 3,13,410.96
Lakhs in FY 2023-24). The standalone EBITDA is Rs.28,095.11 Lakhs for FY 2024-25 which was
4.60% lower than that of the previous year (Rs.29,449.25 Lakhs in FY 2023-24). The Profit
After Tax for the year stood at Rs.9,127.08 Lakhs against '10,731.22 Lakhs in the previous
Financial Year. The segment wise performance of the Company is detailed under the section
Management Discussion and Analysis Report which forms part of this Annual Report.
The Company has rebranded its retail division into 'Nilkamal Homes' under mother brand
of 'Nilkamal'. Pursuant to rebranding, the Chief Operating Decision Maker (CODM) have
re-evaluated the manner to review operating results of the Company and accordingly, the
segment disclosures have been revised to Business to Business (B2B) and Retail &
E-commerce (Retail). B2B segment includes sales to industrial customers and channel
partners. Retail includes sales to customer from stores operating under Nilkamal brand and
E-commerce.
NATURE OF BUSINESS AND ANY CHANGES THEREIN
The Company is in the business of manufacturing and selling of material handling
products, moulded furniture, modular & metal furniture, metal racking and storage,
bubbleguard for packaging and protection, mattress and primary rigid plastic packaging.
During the financial year under review, there has been no change in the nature of the
business of the Company.
DIVIDEND
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations'),
the Board of Directors of the Company (the 'Board') formulated and adopted the Dividend
Distribution Policy (the 'Policy').
The Dividend Distribution Policy of the Company can be viewed on the Company's website
at the following weblink:https://
nilkamal.com/wp-content/uploads/2019/11/Dividend-Distribution-Policy.pdf
The Board of Directors have recommended a Final Dividend of Rs.20 (i.e. 200%) per share
of Rs.10 each for the Financial Year 2024-25. The dividend, if approved at the 39th
Annual General Meeting (AGM), will be paid to those members whose names appear in the
register of members of the company as of end of the day on July 11, 2025 and shall be
subject to deduction of income tax at source. The total outflow on account of the proposed
final dividend shall be Rs.2,984.51 Lakhs.
The Board has recommended dividend based on the parameters laid down in the Dividend
Distribution Policy which is linked to long term growth objectives of your Company to be
met by internal cash accruals. The dividend will be paid out of the profits for the year.
TRANSFER TO RESERVES
The Board of Directors of your Company have decided not to transfer any amount to the
General Reserves, for the year ended March 31, 2025.
SHARE CAPITAL
As on March 31, 2025, the Authorised Share Capital of the Company is at Rs.3,000.00
Lakhs comprising of 2,70,00,000 equity shares of face value Rs.10 each and 30,00,000
preference shares of face value Rs.10 each. Whereas, the Issued, Subscribed and Paid-up
share capital of the Company is Rs.1,492.25 Lakhs comprising of 1,49,22,525 Equity Shares
of face value of Rs.10 each.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, your Company did not give any other loans or guarantees,
provide any security or make any investments as covered under Section 186 of the Companies
Act, 2013.
DEPOSITS
Your Company has not accepted Deposits from public falling within the ambit of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
during the year under review.
MEETINGS
During the year, five Board meetings were convened and held in accordance with the
provisions of the Companies Act, 2013 and as per Secretarial Standards -1, the details of
the Board meetings and the attendance of Directors are provided in the Corporate
Governance Report forming part of the Annual Report.
COMMITTEES OF THE BOARD
As on the date of this report, the Board has the following Committees:
i) Audit Committee
ii) Nomination and Remuneration Committee
iii) Stakeholders' Relationship Committee
iv) Corporate Social Responsibility Committee
v) Risk Management Committee
All the recommendations made by the Board Committees including the Audit Committee,
were accepted by the Board.
Detailed information of these Committees and relevant information for the year under
review are set out in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY OF THE COMPANY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy relating to remuneration of the Directors, Key Managerial Personnel,
Senior Management Personnel and other employees, along with the criteria for appointment
and removal of the Directors, Key Managerial Personnel and Senior Management Personnel of
the Company. The Nomination and Remuneration Committee is fully empowered to determine
/approve and revise, subject to necessary approvals, the remuneration of managerial
personnel, after taking into account the financial position of the Company, trends in the
industry, qualifications, experience, past performance and past remuneration, etc. The
Non-Executive Directors are paid sitting fees for every meeting of the Board and its
Committees attended by them. The Board has also formulated and adopted the policy on the
"Succession policy of Directors". The Nomination and Remuneration Policy of the
Company is available on the website of the Company at https://nilkamal.
com/wp-content/uploads/2019/01/Nomination-and-Remuneration-Policy 11052018.pdf
PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134 (2) (p) of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has undertaken an annual evaluation of its own
performance, performance of its various Committees and individual Directors. The details
of the said evaluations have been mentioned in the Report on Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is committed to its Corporate Social Responsibility and firmly believes
that its business objectives must align with the broader developmental goals of the
society in which it operates.
In accordance with the provisions of the Section 135 of the Companies Act, 2013, your
Company has constituted a CSR Committee to oversee and monitor the CSR activities of the
Company. The Company's CSR policy is available on the Company's website at
https://nilkamal.com/wp-content/uploads/2019/01/CSR-Policy.pdf
Your Company has undertaken various CSR initiatives directly/through various
NGO's/trust for various projects. The said activities were carried out in the areas of
promoting education and healthcare along with undertaking other activities in terms of
Schedule VII of the Companies Act, 2013.
A detailed report on CSR activities as required under Rule 8 of the Companies
(Corporate Social Responsibility) Rules, 2014 is annexed as "Annexure A".
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As required pursuant to the Regulation 34 (2) (f) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company
has prepared a Business Responsibility and Sustainability Report (BRSR) for the financial
year 2024-25, which forms part of this Annual Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
A separate section on corporate governance practices followed by the Company, together
with a certificate from the auditors confirming its compliance, forms a part of this
Annual Report, as per Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Further, as per Regulation 34 (2) (e) read
with Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report
also forms a part of this report.
ANNUAL RETURN
Pursuant to Section 92 and Section 134 of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of your Company as on March
31, 2025 will be available on Company's website at www. nilkamal.com .
CREDIT RATING
The Credit Ratings of the Company for all the debt instruments as on March 31, 2025 is
as below: -
Total Bank Loan Facilities Rated |
' 551.96 Crore |
Long-Term Rating |
CARE AA; Stable (Reaffirmed) |
Short-Term Rating |
CARE A1+ (A One Plus) (Assigned Reaffirmed) |
' 200 Crores Non-convertible debentures |
CARE AA; Stable (Reaffirmed) |
' 200 Crores Commercial paper (Carved out)* |
CARE A1+ (A One Plus) (Reaffirmed) |
*Carved out from sanctioned working capital limits.
STATUTORY AUDITORS AND AUDITORS' REPORT
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. S R B C & CO LLP, Chartered
Accountants, Mumbai (Firm Registration No: 324982E/E300003) were appointed as the
Statutory Auditors for a term of five years to hold office from the conclusion of 37th
Annual General Meeting up to the conclusion of the 42nd Annual General Meeting
of the Company to be held in the year 2028.
The Statutory Auditor has confirmed their eligibility and submitted the certificate in
writing that they are not disqualified to hold the office of the statutory auditor.
Further in terms of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Auditors have confirmed that they hold a
valid certificate issued by the Peer Review Board of the ICAI.
The Auditors' Report to the Members on the Accounts of the Company for the year ended
March 31, 2025 is a part of the Annual Report. The said Audit Report does not contain any
qualification, reservation or adverse remark. During the financial year 2024 -25, the
Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail
is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
COST AUDITOR
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is required to maintain Cost Records and have them audited every year. Accordingly, your
Company has made and maintained the cost accounts and records, as required.
Based on recommendation of the Audit Committee and Board, M/s. V. B. Modi and
Associates, Cost Accountants, are appointed as the Cost Auditors of the Company to carry
out audit of the cost records of the Company for the financial year 2025-26.
The resolution seeking ratification of the remuneration to the said cost auditors for
the financial year 2025-26 is set out in the Notice calling the 39th Annual
General Meeting of the Company.
The Cost Auditors have certified that their appointment is within the limits of Section
141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment
within the meaning of the said Act.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. N.L. Bhatia &
Associates, Practising Company Secretaries were appointed as the Secretarial Auditor of
the Company to undertake the Secretarial Audit in the prescribed Form MR- 3 for the
financial year 2024-25. The Secretarial Auditor's report to the members is annexed to this
report as "Annexure B". The Secretarial Auditor's report does not contain any
qualification, reservation, adverse remark or disclaimer requiring explanation.
During the year under review, the Secretarial Auditor has not reported any fraud under
Section 143(12) of the Companies Act, 2013 and therefore disclosure of details under
Section 134(3)(ca) of the Companies Act, 2013 is not applicable.
A Secretarial Compliance Report for the financial year ended March 31, 2025 on
compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder,
was obtained from M/s. N. L. Bhatia & Associates, Practising Company Secretary, and
submitted to both the stock exchanges.
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013,
based on the recommendation of the Audit Committee, the Board has recommended the
appointment of M/s. N. L. Bhatia & Associates, Practising Company Secretaries, a peer
reviewed firm (Firm Registration No: P1996MH055800), as the Secretarial Auditors of the
Company for a first term of five consecutive years, from April 1, 2025 to March 31, 2030
subject to the approval of the Members in the ensuing AGM.
M/s. N.L. Bhatia & Associates, Practising Company Secretaries have confirmed their
eligibility and qualification required under the Act for holding the office, as the
Secretarial Auditors of the Company in the terms of the provisions of the Listing
Regulations, the Companies Act, 2013 and the rules made thereunder.
Accordingly, an Ordinary Resolution, proposing the appointment of M/s. N. L. Bhatia
& Associates, Practising Company Secretaries, as Secretarial Auditor of the Company
forms part of the Notice of the 39th AGM of the Company.
DIRECTORS' AND KEY MANAGERIAL PERSONNEL
The Board of your Company is duly constituted in accordance with the requirements of
the Companies Act, 2013 read with the Securities and Exchange Board of India (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
Further, the Company has received declarations from all the Independent Directors
stating that they meet the criteria of independence as given under Section 149(6) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulation 16(1)(b) of the Securities and Exchange Board of
India (Listing Obligations & Disclosure Regulations) Requirements, 2015. In the
opinion of the Board, they fulfil the conditions for appointment/re-appointment as
Independent Directors on the Board.
In the opinion of the Board, all Independent Directors possess requisite
qualifications, experience, expertise, proficiency and hold high standards of integrity
for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
As required under Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, the Independent Directors of the Company have registered themselves with the
Indian Institute of Corporate Affairs, Manesar ('IICA') and also completed the online
proficiency test conducted by the IICA, wherever required.
Further, in accordance with the provisions of Companies Act, 2013 and the Articles of
Association of the Company, Mr. Hiten V. Parekh (DIN: 00037550), Director of the Company,
retires by rotation at the ensuing Annual General Meeting and being eligible has offered
himself for re-election.
The required information of the Directors being appointed/re-appointed, pursuant to the
provisions of the Listing Regulations, forms part of the Annual Report.
During the year under review, Mr. K. R. Ramamoorthy, Mr. Mahendra V. Doshi, Mr.
Mufazzal Federal and Mr. S. K. Palekar have ceased to be an Independent Directors of the
Company w.e.f. June 27, 2024 on completion of their second term. The Board places on
record its sincere appreciation for the contribution to the growth and governance of the
Company during their tenure on the Board of the Company.
Further, the Board of Directors based on the recommendation of the Nomination and
Remuneration Committee, recommended appointment of the following Directors:
Mr. Abhay Jadeja (DIN: 03319142) as an Independent Director of the Company for a
period of 5 years with effect from May 14, 2024 upto May 13, 2029 and the shareholders of
the Company approved his appointment as an Independent Director of the Company on July 19,
2024.
Mr. Hiten V. Parekh (DIN: 00037550) as the Executive Director, designated as
Managing Director of the Company for a period of 5 years with effect from April 1, 2025 to
March 31, 2030 (both days inclusive) and the shareholders of the Company approved his
re-appointment as an Executive Director, designated as Managing Director of the Company on
May 8, 2025.
Mr. Manish V. Parekh (DIN: 00037724) as the Executive Director, designated as
Joint Managing Director of the Company for a period of 5 years with effect from April 1,
2025 to March 31, 2030 (both days inclusive) and the shareholders of the Company approved
his re-appointment as an Executive Director, designated as Joint Managing Director of the
Company on May 8, 2025.
Mr. Nayan S. Parekh (DIN: 00037597) as the Executive Director, designated as
Joint Managing Director of the Company for a period of 5 years with effect from April 1,
2025 to March 31, 2030 (both days inclusive) and the shareholders of the Company approved
his re-appointment as an Executive Director, designated as Joint Managing Director of the
Company on May 8, 2025.
Mr. Sharad V. Parekh (DIN: 00035747) as a Non-Executive and Non-Independent
Director of the Company, who shall not be liable to retire by rotation, with designation
as a Chairman of the Company for a period of 4 (four) years, with effect from August 15,
2025 to August 14, 2029 (both days inclusive), subject to the approval of the shareholders
at the Annual General Meeting of the Company.
The Company has following Key Managerial Personnel:
1. |
Mr. Hiten V. Parekh |
- Managing Director |
2. |
Mr. Manish V. Parekh |
- Jt. Managing Director |
3. |
Mr. Nayan S. Parekh |
- Jt. Managing Director |
4. |
Mr. Paresh B. Mehta |
- Chief Financial Officer |
5. |
Mr. Sagar Mehta |
- Company Secretary & Compliance Officer |
Ms. Priti P. Dave, Company Secretary & Compliance Officer had resigned on November
15, 2024 and Mr. Sagar Mehta was appointed as Company Secretary & Compliance Officer
on February 5, 2025 by the Board of Directors.
There was no change in the composition of the Board of Directors and the Key Managerial
Personnel, except as stated above.
The Board expressed its deep sorrow on the passing of Mr. Vamanrai V. Parekh, Chairman
Emeritus of the Company and Mr. K.R. Ramamoorthy, Non-Executive Independent Director. The
Board acknowledged their visionary leadership and invaluable contributions, which have
left a lasting legacy within the Company. The Board expresses its heartfelt gratitude for
their dedication and service.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors confirm the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:
(a) that in the preparation of the annual accounts, the applicable accounting standards
have been followed and that no material departures have been made from the same;
(b) that they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
(c) that they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
(d) that the annual financial statements have been prepared on a going concern basis;
(e) that they have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;
(f) that they have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF RISK MANAGEMENT SYSTEMS
The Board of Directors have adopted an Enterprise Risk Management Policy framed by the
Company, which identifies the risk and lays down the risk minimization procedures. These
procedures are periodically reviewed to ensure that executive management controls risk
through means of a properly defined framework.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for Employees/Directors in conformation with the provisions of Section 177(9) of
the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, to report concerns
about unethical behaviour. This Policy is available on the Company's website at
www.nilkamal.com .
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
An Internal Complaints Committee has been duly constituted by the Company in line with
the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder to redress complaints received on sexual
harassment.
During the financial year under review, the Company has not received any complaints of
sexual harassment.
Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company takes continuous efforts to ensure that the Women in our
workplace are safe, and have trust in the Organisation to speak up and report to the
Internal Complaints Committee if they are faced with any kind of harassment. When
employers and employees know the rules and regulations regarding sexual harassment, they
are better equipped to identify and prevent it. To ensure this, at the Organisation level
the Company is doing the following:
1. Providing awareness trainings to employees (through Bandhan - our partners for
employee wellness).
2. New employees are sensitized and educated in matters of Prevention of Sexual
Harassment during their Induction. The entire POSH module, the grievance handling
mechanism and the ICC members details are shared with all new joinees.
3. Taking appropriate action to address any instances of sexual harassment.
RELATED PARTY TRANSACTIONS
Your Company has formulated a Policy on materiality of dealing with related party
transactions and the same has been hosted on its website at
https://nilkamal.com/wp-content/uploads/2024/06/Policy-On-Materiality-of-and-Dealing-With-
Related-Party-Transactions-1.pdf
In accordance with the provisions of the Companies Act, 2013 and applicable
regulations, all related party transactions undertaken by the Company during the financial
year were conducted at arm's length and in the ordinary course of business.
To ensure transparency and regulatory compliance, all related party transactions were
presented to the Audit Committee for their review and approval. Additionally, for
transactions of a repetitive nature conducted at arm's length in the ordinary course of
business, omnibus approval of the Audit Committee was obtained prior to execution.
Further, all transactions with related parties were in strict adherence to the
provisions of the Companies Act, 2013 and the rules framed thereunder, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and the Company's Policy on
materiality in dealing with related party transactions.
During the year under review, there were no transactions for which consent of the Board
or Shareholders, as the case may be, was required to be taken in terms of Section 188 of
the Act and accordingly, no disclosure is required in Form AOC-2 under Section 134(3)(h)
of the Act and rules framed thereunder. Further, there were no material related party
transactions in terms of the SEBI Listing Regulations requiring approval of the Members
during the year under review. The disclosures on related party transactions for the
financial year ended March 31, 2025 is a part of the Annual Report.
Further, pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has
filed the reports on related party transactions with the stock exchanges within statutory
timelines.
TRANSFER TO IEPF
Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("The Rules"), the Company had sent individual notices and also advertised in
the newspapers seeking action from the shareholders who have not claimed their dividends
for past seven consecutive years i.e. for Final Dividend 2016-2017 and Interim Dividend
2017-2018 and thereafter, had transferred such unpaid or unclaimed dividends and
corresponding 1,114 equity shares held by 11 shareholders and 1,842 equity shares held by
11 shareholders to the IEPF Authority on October 9, 2024 and January 9, 2025 respectively.
Shareholders /claimants whose shares, unclaimed dividend, have been transferred to the
aforestated IEPF Suspense Account or the Fund, as the case may be, may claim the shares or
apply for refund by making an application to the IEPF Authority in Form IEPF-5 along with
requisite fee as decided by the IEPF Authority from time to time. As on March 31, 2025
total 51,472 equity shares have been transferred to the IEPF authorities.
Further, the Company shall be transferring the unclaimed Dividend for the financial
year 2017-2018 (Final) and 20182019 (Interim) to the IEPF Account on or before August 26,
2025 and December 25, 2025 respectively. The Company will transfer the shares on which the
dividend has remained unclaimed for a period of seven consecutive years, to the IEPF
Suspense Account simultaneously on the same date. The Company will send individual letters
to the shareholders for claiming the said dividend and will also advertise the same in the
newspapers in accordance to the Rules. Members are therefore requested to ensure that they
claim the dividends referred above, before they are transferred to the said Fund.
Details of shares /shareholders in respect of which dividend has not been claimed, are
provided on our website at
https://nilkamal.com/shares-transferred-to-iepf-suspense-account/. The shareholders are
therefore encouraged to verify their records and claim their dividends of all the earlier
seven years, if not claimed.
STATUTORY INFORMATION
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure
C".
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said Rules forms a
part of the Annual Report.
Further, the disclosures pertaining to remuneration and other details as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as
"Annexure D" to this Report.
However, having regard to the provisions of Section 136(1) read with its relevant
provision of the Companies Act, 2013, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said information is available
for inspection at the Registered Office of the Company during working hours and any member
interested in obtaining such information may write to the Company Secretary and the same
will be furnished without any fee.
SUBSIDIARIES AND JOINT VENTURES
As on March 31, 2025, your Company has three direct subsidiaries viz, Nilkamal
Foundation in India, Nilkamal Eswaran Plastics Private Limited (NEMPL) in Sri Lanka and
Nilkamal Crates and Bins - FZE (NCB - FZE) in UAE and one step- down subsidiary viz,
Nilkamal Eswaran Marketing Private Limited in Sri Lanka; and one Joint Venture Company
which is Cambro Nilkamal Private Limited in India, which is the Indo-US Joint Venture.
Your Company has in accordance with the Listing Regulations adopted the Policy for
determining material subsidiaries. The said Policy is available on your Company's website
at https://nilkamal.com/wp-content/uploads/2019/01/Policy-on-
determining-Material-subsidiaries.pdf
During the year under review, the Company's subsidiaries as well as Joint Venture
Company has exhibited a satisfactory performance. Further, Nilkamal Foundation - a Section
8 Company - is the Company's Implementing Agency for undertaking the CSR activities of the
Company.
In terms of proviso to sub section (3) of Section 129 of the Act, the salient features
of the financial statement of the subsidiaries are set out in the prescribed Form AOC-1,
which forms part of the Annual Report.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the
Annual Report of the Company, containing therein its standalone and the consolidated
financial statements has been placed on the website of the Company, www.nilkamal.com.
Further, as per fourth proviso of the said section, audited annual accounts of each of the
subsidiary companies have also been placed on the website of the Company,
www.nilkamal.com.
CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under the regulation 34(2)(c) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Regulations) Requirements, 2015, a Cash Flow Statement
is part of the Annual Report 2024-25. Further, the Consolidated Financial Statements of
the Company for the financial year 2024-25 are prepared in compliance with the applicable
provisions of the Act, Accounting Standards and as prescribed by Listing Regulations. The
said Financial Statements have been prepared on the basis of the audited financial
statements of the Company, its subsidiaries and joint venture companies as approved by
their respective Boards of Directors.
AWARDS AND CERTIFICATIONS
Your Company has received the following awards/ certifications during the year under
review:
The Company has been awarded with a certificate of compliance from Green Guard
and Green Pro for furniture products.
The Company also been awarded for product certificates like CE certificate,
AIOTA certificate for office & educational furniture and GRIHA certificate and IGBC
membership.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company's operations in future.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
Your Company has defined policies and standard operating procedures for the business
processes to guide business operations in an ethical and compliant manner. Compliance to
these policies is ensured through periodic self-assessment as well as internal and
statutory audits. The Company has robust ERP and other supplementary IT systems which are
an integral part of internal control framework.
Your Board reviews the internal processes, systems and the internal financial controls
and accordingly, the Directors' Responsibility Statement contains a confirmation regarding
adequacy of the internal financial controls. Assurances on the effectiveness of Internal
Financial Controls is obtained through management reviews, self-assessment, continuous
monitoring by functional heads as well as testing of the internal financial control
systems by the internal auditors during the course of their audits.
We believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended.
DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016
No application was made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN
FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT
There was no instance of onetime settlement with any Bank or Financial Institution.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the Financial year 2024-25, your Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
OTHER CONFIRMATIONS
During the year under review, your Company has not issued shares with differential
voting rights and sweat equity shares.
Further, your Company does not have any Employee Stock Option Scheme or Employee Stock
Purchase Scheme.
ACKNOWLEDGEMENTS
Your Directors expresses its sincere appreciation for the continued support, trust, and
confidence reposed by the Company's shareholders, customers, business partners, and other
stakeholders.
We also place on record our deep gratitude to the Company's employees for their
dedication, commitment, and hard work, which have been instrumental in driving the
Company's performance and growth.
We further acknowledge the valuable guidance and cooperation extended by various
regulatory authorities, government departments, financial institutions, and banks during
the year.
|
For and on behalf of the Board |
Place: Mumbai |
Sharad V. Parekh |
Date: May 14, 2025 |
Chairman |