To,
The Members,
NITIN CASTINGS LIMITED
Your Directors have pleasure in presenting the 40th (Forty) Annual
Report on the business and operations of the Company together with the Audited
Financial Statements for the financial year ended 31st March, 2023.
FINANCIAL RESULTS:
The financial performance of the Company for the financial year ended 31st
March, 2023 as compared to the previous year is summarized below:
(Rs. in Lakhs)
| Particulars |
Current Year |
Previous Year |
| Total Revenue |
13,418.26 |
9,866.30 |
| Expenditure (excluding Depreciation and Amortization) |
12,386.54 |
9,013.81 |
| Earnings before Depreciation and Taxes |
1,031.72 |
852.49 |
| Depreciation and Amortization |
180.42 |
200.13 |
| Earnings before Taxes |
851.31 |
652.36 |
| Tax expenses including Deferred tax |
362.13 |
136.36 |
| Profit after Taxes |
489.17 |
516.00 |
| Add : Balance brought forward from previous year |
2821.00 |
2327.59 |
| Add : Other Comprehensive Income |
5.83 |
3.12 |
| Add : Adjustment of prior years |
- |
- |
| Less : Dividend (Including Dividend Tax) |
(25.71) |
(25.71) |
| Balance carried to Balance Sheet |
3290.30 |
2821.00 |
OPERATING RESULT & PROFIT:
During the year under review, your Company has registered a Turnover of Rs.
13,418.26 Lakhs as against Rs. 9,866.30 Lakhs in the previous year. The Profit
before taxes in the current year is Rs. 851.31 Lakhs as against Rs. 652.36 Lakhs
in the previous year and profit after taxes are Rs. 489.17 Lakhs as against Rs.
516.00 Lakhs in the previous year.
FINANCE:
Cash and cash equivalents as at 31st March, 2023 was Rs. 111.15 Lakhs.
The company continues to focus on judicious management of its working capital.
Receivables, inventories and other working capital parameters were kept under strict check
through continuous monitoring.
SHARE CAPITAL:
During the year under review, the paid-up Equity Share Capital as on March 31, 2023 is
Rs. 257.07 Lakhs comprising of 51,41,330 shares with the face value of Rs. 5/- per share.
During the year under review, the company has not issued shares with the differential
voting rights nor has granted any stock options or sweat equity.
DIVIDEND
Your Directors recommended a dividend Rs. 0.75/- per equity share (15%) for
the financial year ended 31st March, 2023. The dividend payout is subject to
approval of members at the ensuing Annual General Meeting.
The dividend will be paid to members whose name appear in the Register of Members as on
August 10, 2023 in respect of shares held in dematerialized form, it will be paid
to members whose names are furnished by National Securities Depository Limited and Central
Depository Services (India) Limited as beneficial owners as on that date.
TRANSFER TO RESERVES
During the year under review, the Company does not propose to transfer any amount to
the General Reserve/ Retained earnings of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating
to Loans, Advances, Guarantees and Investments are provided as part of the financial
statements.
SUBSIDIARY COMPANY. ASSOCIATE COMPANY AND JOINT VENTURE COMPANY:
The Company doesnt have any Subsidiary, Joint Venture or Associate company and hence
doesnt require any reporting for the same.
Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of
Companies (Accounts) Rules, 2014, Form AOC-1 is annexed to this report as ‘Annexure
I".
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Act and the SEBI Listing Regulations, the Company
has formulated a Policy on Related Party Transactions. The Policy can be accessed on the
Companys website at www.nitincasting.com. During the year under review, all related party
transactions entered into by the Company, were approved by the Audit Committee and were at
arms length and in the ordinary course of business. Prior omnibus approval is obtained
for related party transactions which are of repetitive nature and entered in the ordinary
course of business and on an arms length basis. During the year under review there were
no material related party contracts entered into by the Company requiring shareholders
approval.
There were no materially significant Related Party Transactions made by the Company
during the year that would fall under the scope of Section 188 of the Company Act, 2013.
Disclosure in Form AOC-2 in terms of Section 134(3) (h) of The Companies Act, 2013
is annexed as "Annexure II".
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business during the year under review.
SEGMENT:
The Company operates only in a single segment i.e. Steel Castings & Alloy Products.
DEPOSITS:
During the year under review, the Company has not accepted deposits covered under
Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014. Accordingly, the Company has made necessary disclosures and reporting as
required in respect of details relating to deposits.
ANNUAL RETURN:
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as
on 31st March, 2023, is placed on the website of the Company at
www.nitincastings.com
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
Company has established Internal Financial Control over financial reporting in current
Financial Year 2022-23.
BOARD MEETINGS AND COMMITTEE MEETINGS:
• Seven (7) Board Meetings were held during the Financial Year 2022-23. The
details of the Board meetings and the attendance of the Directors are provided in the
Corporate Governance Report which is annexed herewith.
• Five (5) Audit Committee Meetings were held during the Financial Year 2022-23.
The details of the Audit Committee Meetings and the attendance of the Directors are
provided in the Corporate Governance Report which is annexed herewith.
• Four (4) Nomination & Remuneration Committee Meeting was held during the
Financial Year 2022-23. The details of the Nomination & Remuneration Committee
Meetings and the attendance of the Directors are provided in the Corporate Governance
Report which is annexed herewith.
• One (1) Stakeholders Relationship Committee Meeting was held during the
Financial Year 2022-23. The details of the Committee Meeting and the attendance of the
Directors are provided in the Corporate Governance Report which is annexed herewith.
• One (1) Independent Directors Committee Meeting was held during the Financial
Year 2022-23. The details of the Committee Meeting and the attendance of the Directors are
provided in the Corporate Governance Report which is annexed herewith.
The details of attendance of Directors at the Board Meeting and Members at the
Committee Meetings are disclosed under Corporate Governance section of Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than the sitting fees.
As per the provisions of Section 203 of the Companies Act, 2013, Ms. Muskan Jain (ACS:
A63380), tendered her resignation as Company Secretary of the Company with effect from 15th
November, 2022. Pursuant to her resignation, Ms. Ishan Verma (FCS: 8320) was appointed as
the Company Secretary of the Company with effect from 28th March, 2023.
The aforesaid appointment and resignation were made by the Board pursuant to the
recommendation of Nomination and Remuneration Committee (NRC).
DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given declarations that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation
16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. In the opinion of the Board, there has been no change in
the circumstances which may affect their status as Independent Directors of the Company
and the Board is satisfied of the integrity, expertise, and experience of all Independent
Directors on the Board.
Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules,
2014 as amended w.e.f. 1st December, 2019, all Independent Directors of the Company viz.
Mr. Ravi Nevatia, Mrs. Barkharani Choudhary, Mr. Arvind Jalan and Ms. Jayaprakash Preethi
have registered themselves in the Independent Directors databank maintained with the
Indian Institute of Corporate Affairs (IICA). In the opinion of the Board of Directors of
the Company, all Independent Directors possess high integrity, expertise and experience
including the proficiency required to discharge the duties and responsibilities as
Directors of the Company.
DIRECTOR RETIRING BY ROTATION:
In accordance with the provisions of the Companies Act, 2013 and in terms of the
Memorandum and Articles of Association of the Company; Mr. Nitin Kedia (DIN: 00050749) is
liable to retire by rotation at the ensuing 40th Annual General Meeting and
being eligible, has offered himself for re-appointment. His re-appointment is being placed
for your approval at the ensuing 40th Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), Directors
of your Company confirm that:
i in the preparation of the annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
i your Directors 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 as at March 31, 2023 and its loss for the
year ended on that date;
ii your Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iii your Directors have prepared the Annual Accounts for the financial year ended March
31, 2023 on a going concern basis;
iv your Directors have laid down internal financial controls which are followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
v your Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Section of 134 (3) (p) of The Companies Act, 2013 and
Rule 8 (4) of the Companies (Accounts) Rules an annual performance evaluation was carried
out by the Board of its own performance, Directors individually and Committees of the
Board. Performance evaluation of the Board and Committees was done by the Board after
seeking inputs from all Directors, inter-alia covering different criteria viz, adequacy
and composition of the Board, quality of deliberations, transparency, effectiveness of
Board procedures, and observance of governance and contributions of Directors at Board and
Committee meetings. In evaluating the performance of Individual Directors, criteria such
as leadership qualities, qualifications, responsibilities shouldered, analytical skills,
knowledge, participation in long-term strategic planning, inter-personal relationships and
attendance at meetings was taken into consideration. In compliance with Regulation 17(10)
of the Listing Regulations, 2015, the Board carried out performance evaluation of
Independent Directors without the participation of the Director being evaluated. The
performance evaluation was carried out based on parameters such as, initiative,
contributions, independent judgement, understanding the business environment and
understanding of strategic issues. Independent Directors are a diversified group of
recognised professionals with wide horizon of knowledge, competence and integrity who
express their opinions freely and exercise their own judgements in decision-making.
AUDIT COMMITTEE:
The Audit Committee consists of the following members as on March 31, 2023:
| Sr. No. Name |
Category |
| 1 Mr. Ravi Nevatia |
Chairman |
| 2 Mr. Arvind B. Jalan |
Member |
| 3 Mrs. Barkharani Nevatia |
Member |
During the year under review, the Board has accepted all the recommendation of the
Audit Committee.
The details terms of reference, meetings of committee, attendance of members at
Committee meetings are available in the Corporate Governance Report and forms part of this
Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the
Directors, employees and its stakeholders to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or
Ethics Policy. The policy provides for adequate safeguards against victimization of
employees and provides for direct access to the Chairman of the Audit Committee. The same
is also available on the website of the Company at www.nitincastings.com.
NOMINATION & REMUNERATION COMMITTEE:
In compliance with the provisions of Companies Act, 2013, your Company has Nomination
& Remuneration Committee with scope and functions as stipulated under the Companies
Act, 2013 and SEBI (LODR) Regulations.
The Nomination and remuneration Committee consists of the following members as on March
31, 2023.
| Sr. No. Name |
Category |
| 1 Mr. Ravi Nevatia |
Chairman |
| 2 Mr. Arvind B. Jalan |
Member |
| 3 Mrs. Barkharani Nevatia |
Member |
The terms of reference, meetings of Committee, attendance of members at Committee
meetings are available in the Corporate Governance Report and forms part of this Annual
Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Your Company has Stakeholders Relationship Committee with enhanced scope and
functioning. The Stakeholders Relationship Committee consists of the following members as
on March 31, 2023.
| Sr. No. Name |
Category |
| 1 Mr. Ravi Nevatia |
Chairman |
| 2 Mr. Arvind B. Jalan |
Member |
| 3 Mr. Nipun Kedia |
Member |
The terms of reference, meetings of committee, attendance of members at Committee
meetings are available in the Corporate Governance Report and forms part of this Annual
Report.
CORPORATE SOCIAL RESPONSIBILITY:
During the year under review i.e., for the Financial Year 2022-23; the Company has
contribution towards the Corporate Social Responsibility activities.
The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the
Board and the same has been hosted on Companys website at https://www.nitincastings.com
statutory documents and information.pdf.
The detailed report on CSR is enclosed as "Annexure-IH" to the report.
The provisions of Section 135 of the Companies Act, 2013 are applicable to the Company
with effect from Financial Year 2022-23.
RISK MANAGEMENT:
The company has developed and implemented Risk Management Policy consistent with the
provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to identify the elements of risk which may threaten the existence of the
Company and possible solutions to mitigate the risk involved.
STATUTORY AUDITORS:
M/s. GMJ & Associates, Chartered Accountants have tendered their resignation from
the position of Statutory Auditors due to unavoidable circumstances, Board proposes that
M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountant, Mumbai, (FRN #
103429W), be appointed as the Statutory Auditors of the Company to fill the vacancy caused
by the resignation of M/s. GMJ & Associates, Chartered Accountants.
M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountant, Mumbai, (FRN #
113675W/W100361), have conveyed their consent to be appointed as the Statutory Auditors of
the Company along with a confirmation that, their appointment, if made by the members,
would be within the limits prescribed under the Companies Act, 2013.
The requirement to place the matter relating to appointment of Auditors for
ratification by Members at every Annual General Meeting was omitted vide Notification
dated 7th May, 2018, issued by the Ministry of Corporate Affairs. Accordingly, no
resolution is proposed for ratification of the appointment of Auditors in the ensuing AGM
of the Company.
STATUTORY AUDITORS REPORT:
The Auditors Report on Financial Statements for the year ended 31st March, 2023 forms
part of this Annual Report. Notes to the Financial Statements are self-explanatory and do
not call for any further comments.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of
Directors had appointed Ms. Kala Agarwal, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company for the financial year ended March 31, 2023. The
Secretarial Audit Report is annexed as "Annexure IV".
DETAILS OF FRAUD:
There were no frauds which are reported to have been committed by Employees or Officers
of the Company. MANAGEMENT DISCUSSION& ANALYSIS REPORT
The Management Discussion and Analysis for the year under review, as stipulated under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as
"Annexure V" to this Report.
LISTING FEES:
The Equity Shares of the Company is listed on BSE Limited and the Company has paid the
applicable listing fees to the Stock Exchange till date.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company fall under the limits laid down in Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The details in terms of sub - section 12 of Section 197 of the Companies Act, 2013 read
with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are forming part of this Report as "Annexure VI"
CORPORATE GOVERNANCE
A report on Corporate Governance along with a Certificate from M/s. Jhunjhunwala Jain
& Associates LLP, Chartered Accountants in practice, regarding compliance of the
requirements of Corporate Governance as per Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part
of the Annual Report. The Auditors Certificate for the financial year 2022-2023 does not
contain any qualification, reservation or adverse remark.
ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate, and has always carried
forward all its operations and procedures following environment friendly norms with all
necessary clearances.
Your Company has taken the following steps towards environment and Ecological balance
in manufacturing of Castings.
Continuous plantation activities in and around the Factory as usual has helped in
keeping the environment pollution free.
CONSERVATION OF ENERGY
The Company has taken all possible measures for the conservation of energy by
undertaking melting operations in consolidated and economical lot sizes for optimum
utilizations of furnace.
FOREIGN EXCHANGE EARNING AND OUTGO
The information regarding the foreign exchange earnings and outgo is contained in the
Note No. 46 in the Notes to Account section.
DETAILS OF SIGNIFICANT MATERIAL ORDERS:
No significant and material orders were passed by the Regulatory Authorities or the
Courts or Tribunals that may have an impact on the "Going Concern Status" and
Companys Operations in the future.
COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION AND REDRESSAL), 2013:
The Company is committed to uphold and maintain the dignity of Women Employees. An
Internal Complaints Committee has been formed for each location of the Company under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has a broad and comprehensive policy in place to deal with any such situation.
The Policy is available on the website of the Company at www.nitincastings.com.
No case of Sexual harassment was reported to the Internal Complaints Committee during
the year under review.
PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct for prevention of Insider Trading and Code
of Fair Disclosure of Unpublished Price Sensitive Information to ensure prevention of
Insider Trading in the Organization.
CHANGE IN THE NATURE OF BUSINESS (IF ANY):
There is no material change in the type of business the Company is carrying.
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT:
There were no other reportable material changes or commitment, occurred between the end
of the Financial Year and the date of this report, which may have any effect on the
financial position of the Company.
SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards during the Financial
Year 2022-23.
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016.
DISCLOSURES WITH RESPECT TO SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
| Sr. No. Particulars |
Status |
| 1 Aggregate number of shareholders and the outstanding shares in the suspense account
lying at the beginning of the year i.e. as on April 1, 2022. |
0 |
| 2 Number of shareholders who approached issuer for transfer of shares from suspense
account during the year 2022-23 |
0 |
| 3 Number of shareholders to whom shares were transferred from suspense account during
the year 2022-23 |
76450 |
| 4 Aggregate number of shareholders and the outstanding shares in the suspense account
lying at the end of the year March 31, 2023 |
76450 |
The voting rights of the shareholders of the above shares shall remain frozen till the
rightful owner claims the shares.
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 Companys 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 Directors and the designated employees have confirmed
compliance with the Code.
CODE OF CONDUCT
Your Company has adopted a Code of Conduct applicable for all Directors and Senior
Management of the Company which is in consonance with the requirements of Listing
Regulations. The said code is available on the website of the Company. All the Directors
and Senior Management Personnel of the Company have affirmed compliance with Code of
Conduct of the Company for the year ended 31st March, 2023. A declaration to
this effect signed by Managing Director forms part of this Report.
ACKNOWLEDGEMENT:
The Directors express their deep gratitude and thank the Central and State Governments
as well as their respective Departments and Development Authorities connected with the
business ofthe Company, contractors and consultants and also Banks, Financial
Institutions, Debenture Trustees, Shareholders, Debenture-Holders and Employees of the
Company for their continued support and encouragement and look forward for the same in
future.
BY ORDER OF THE BOARD OF DIRECTORS FOR NITIN CASTINGS LIMITED
| NITIN KEDIA |
NIRMAL KEDIA |
| CHAIRMAN & MANAGING DIRECTOR |
DIRECTOR |
| DIN: 00050749 |
DIN:00050769 |
| Date: 30th May, 2023 |
|
| Place: Mumbai |
|
+91-9892691696
