DIRECTORS' REPORT
To,
The Members
Nilkanth Engineering Limited
The Directors of your Company are pleased to present their Forty First Annual Report
and the Audited Financial Statements for the financial year ended 31st March,
2024.
FINANCIAL RESULTS
The financial performance of the Company, for the financial year ended 31st March, 2024
is summarized below:
|
Rs. in Lakhs |
| Particulars |
Standalone |
Consolidated |
|
Financial Year 2023-24 |
Financial Year 2022-23 |
Financial Year 2023-24 |
Financial Year 2022-23 |
| Revenue from Operations |
19.06 |
16.55 |
19.06 |
16.55 |
| Total Income |
19.06 |
16.55 |
19.06 |
16.55 |
| Expenditure |
69.33 |
76.49 |
69.33 |
76.49 |
| Profit /(Loss) before tax |
(50.27) |
(59.94) |
(50.27) |
(59.94) |
| Share in Profit/(Loss) of Associates |
- |
- |
3.96 |
(322.96) |
| Tax Expenses |
- |
- |
- |
- |
| Deferred Tax |
16.66 |
- |
16.66 |
- |
| Excess/(Short) Tax provisions |
- |
0.04 |
- |
0.04 |
| Profit/(Loss) after Tax |
(33.61) |
(59.90) |
(29.65) |
(382.85) |
| Other Comprehensive lncome/(Loss) |
29.29 |
(9.76) |
(5,382.41) |
(67.70) |
| Total Comprehensive lncome/(Loss) forthe year |
(4.32) |
(69.66) |
(5,412.06) |
(450.55) |
INDIAN ACCOUNTING STANDARDS (IND AS)
The Financial Statement for the year 2023-24 have been in accordance with IND AS,
prescribed under section 133 of the Act, read with the relevant rules issued thereunder
and the other recognized accounting practices and policies to the extent applicable
PERFORMANCE REVIEW
The Company has adopted IND AS for reporting financial results for the year under
review. During the year under review, the Company's net loss of Rs. 50.27 Lakh before tax
(Previous Year Net Loss of Rs. 59.94 Lakh) and net Comprehensive Loss for the year after
tax was at Rs. 4.32 Lakh (Previous year the total Comprehensive Loss of Rs. 69.66 Lakh)
The Company is engaged in the business of making of long-term investment and letting
out of immovable property. There have been no material changes in the business of the
Company during the financial year.
FINANCE
Your Company has made provisions for sufficient borrowing facilities to meet its
longterm and short-term requirement in order to support the business operations.
DIVIDEND
In view of loss during the year under review, your directors do not recommend any
dividend for the year under review.
PUBLIC DEPOSIT
During the year, the Company has not accepted or renewed any deposit from the public as
covered under Section 73 of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which these financial statements
relate and the date of this report.
SHARE CAPITAL
The Authorised Share Capital as on 31st March, 2024 was Rs.
1,25,00,000/-(Rupees One Crore Twenty-Five Lac Only) divided into 12,50,000 Equity Shares
of Rs. 10/- each.
There has been no change in the Share Capital of the Company during the financial year
2023-24
The Issued Share Capital as on 31st March, 2024 was Rs 1,24,50,000/- (Rupees
One Crore Twenty Five Lac Only) divided into 12,45,000 Equity Shares of Rs. 10/- each.
SUBSIDIARY
As at the end of the year under review i.e. on 31st March, 2024 and also as
on the date of this report, your Company does not have any Subsidiary.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March, 2024 is available on the website www.nilkanthenqinering.co.in
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES
-ASSOCIATE OR JOINT VENTURES
Pursuant to section 129(3) of the Companies Act, 2013, the statement containing the
salient feature of financial statement of Company's subsidiary, associate and joint
venture of the Company are as under:
The Company does not have subsidiary Company.
However, the Company have Associate companies the brief details of which is being given
hereunder:
1. Jatayu Textiles & Industries Limited (Associate Company)
Jatayu Textiles & Industries Limited (Jatayu) is registered with Reserve Bank of
India as Non-Banking Financial Company (NBFC) in the category of the Company not
accepting/holding public deposits
The total revenue of Jatayu during the financial year 2023-24 was Rs. 2,555.92 Lakh.
The Company's profit After Tax is Rs. 38.72 Lakh.
2. Osiris Online Private Limited (Associate Company)
Osiris Online Private Limited (Osiris) has paid up capital of Rs. 66,00,000/- and does
not have any substantial business.
The total revenue of Osiris during the financial year 2023-24 was Rs. 0.38 Lakh. The
Company net loss After Tax is Rs. 0.01 Lakh.
3. Sushree Trading Limited (Associate Company)
Sushree Trading Limited (Sushree) registered with Reserve Bank of India as NonBanking
Financial Company (NBFC) in the category of the Company not accepting/holding public
deposits
The total revenue of Sushree during the financial year 2023-24 was Rs. 20.92 Lakh. The
Company net Loss After Tax is Rs. 16.95 Lakh.
The Company does not have any Joint Venture.
The details of the Company's subsidiary, associate and Joint Venture Company as on 31st
March, 2024 is given under Annexure 1
PARTICULARS OF EMPLOYEES
There was no employee in the company drawing remuneration in excess of the limits set
out in the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Further, the disclosures pertaining to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as "Annexure-2
Furthermore, the disclosures pertaining to remuneration and Top Ten Employees details
are provided in the Annual Report as "Annexure-3".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, A detailed Management Discussion and Analysis Report on
the Financial Conditions and Result of operations of the Company is included in this
Annual Report under the heading "Annexure-4".
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, the Company had not entered into any transactions as
enumerated in section 188 of the Companies Act, 2013 and rules made thereunder with the
related party as defined under section 2(76) of the Act.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material orders passed by the regulators/courts/tribunals
which would impact the going concern status of the Company and its future operations.
CEO/CFO CERTIFICATION:
As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, The CEO/CFO certificate for the financial year 202324 has
been submitted to the Board and the copy thereof is contained in the Annual Report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company believes that a strong internal control framework is an important pillar of
Corporate Governance. The Company has in place adequate internal financial control system
which ensure orderly and efficient conduct of its business, safeguarding of its assets and
accuracy and completeness of accounting records, timely preparation of reliable financial
information and various regulatory and statutory compliance
Further, company's internal control system is commensurate with the size, scale and
complexity of its operations. The main thrust of internal audit is to test and review
controls, appraisal of risks with best practices in the industry. The Management with
Audit Committee periodically reviews the Internal Control System and procedure for the
efficient conduct of the business.
RISK MANAGEMENT
The Company operates in conditions where economic environment and social risk are
inherent to its businesses. In managing risk, it is the Company's practice to take
advantage of potential opportunities while managing potential adverse effects.
The various elements of risk which the Directors think, that may threaten the existence
of the Company are:
a) Financial Risk: Financial risk generally arises due to instability and losses in the
financial market caused by movements in stock prices, currencies, interest rates and more.
b) Liquidity Risk: It is the risk that the Company will be unable to meet its financial
commitment to a Bank/Financial Institution in any location, any currency at any point in
time. The risk stemming from the lack of marketability of an investment that cannot be
bought or sold quickly enough to prevent or minimize a loss.
c) Credit Risk: The risk of loss of principal or loss of a financial reward stemming
from a borrower's failure to repay a loan or otherwise meet a contractual obligation.
d) Time Risk: To compensate for non-receipt of expected inflow of funds.
In line with Listing Regulations and as per the requirement of Section 134(3) (n) of
the Companies Act, 2013 read with the rules made there under, as amended, Board has a
framework for Risk Management to oversee the mitigation of such risks.
REMUNERATION POLICY
The Nomination and Remuneration Policy of the company as mandated under Section 178 (3)
(4) of the Companies Act, 2013 is available on the website of the company
www.nilkanthengineering.co.in
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act, 2013 with respect to Corporate
Social Responsibility are not applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors make the
following statement and confirm that: -
i) in the preparation of the annual accounts for the year ended 31 March 2024, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
ii) 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 31 March 2024 and of the Loss of
the Company for year ended on that date;
iii) the Directors had 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 had prepared the Annual Accounts on a 'going concern basis';
v) the Directors had laid down internal financial controls and that such internal
financial controls are adequate and are operating effectively; and
vi) 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.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statement for the financial year 2023-24 is prepared in
accordance with applicable provisions of the Companies Act, 2013, Accounting standard and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors
and employees of the Company for reporting genuine concerns about unethical practices and
suspected or actual fraud or violation of the code of conduct of the Company pursuant to
the provisions of Section 177 of the Companies Act, 2013 read with the rules made
thereunder. This vigil mechanism shall provide a channel to the employees and Directors to
report to the management, concerns about unethical behavior, and also provide for adequate
safeguards against victimization of persons who use the mechanism and also make provision
for direct access to the chairperson of the Audit Committee in appropriate or exceptional.
The practice of the Vigil Mechanism /Whistle Blower Policy is overseen by the Audit
Committee of the Board and no employee has been denied access to the Committee.
The Company will take appropriate action for its resolution. During the year, no
whistle blower event was reported and mechanism is functioning well.
CODE OF CONDUCT
Company's Board has laid down a Code of Conduct for all the Board Members and Senior
Management Personnel of the Company. The Code of Conduct is available on the Company's
website www.nilkanthengineering.co.in. All Board Members and Senior Management Personnel
have affirmed compliance with Code of Conduct for Board Members and Senior Management
during the financial year 2023-24. The declaration in this regard has been made by the
Management Director which forms the part of this report as an annexure.
CORPORATE GOVERNANCE
As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate
Governance provisions shall not apply in respect of the following class of companies:
a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net
Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;
b. Listed Entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with
the provisions of Corporate Governance shall not apply to the Company and it also does not
form part of the Annual Report.
DISCLOUSRE OF SECRETARIAL STANDARD BY DIRECTORS
The company complies with all applicable standards issued by the institute of Company
Secretaries of India. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards and that such systems are adequate
and operating effectively.
The company complies with all applicable standards issued by the institute of Company
Secretaries of India. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards and that such systems are adequate
and operating effectively.
PREVENTION OF INSIDER TRADING
The Company has adopted the Code of conduct for prevention of Insider Trading with view
to regulate trading in securities by Directors and designated employees of the Company.
The Code of conduct require pre-disclosure for dealing in Company's Shares and prohibit
the purchase or sale of Company's 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 trading window is closed. The Board is responsible for
implementation of the code. All Board of Directors and the designated employees have
confirmed the compliance of code.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees or investments covered under the provisions of
Section 186 of the Companies Act, 2013, if any, are given in the Audited Financial
Statements, wherever applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the Company, the
particulars as prescribed under Section 134(3)(m) of the Act read with Companies'
(Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and
research and development are not applicable to the Company.
There were no foreign exchange earnings and outgoings during the year under review.
DIRECTORS AND KMP
Mr. G.M. Loyalka (DIN-00299416) who is retiring by rotation at this Annual General
Meeting is to be re-appointed. His involvement with the affairs of the Company is
beneficial to the Company as well as Stakeholders.
The Nomination and Remuneration Committee at their meeting held on 27th
August, 2024, based on his skill, rich experience, knowledge and valuable guidance to the
Management recommended continuation of the appointment of Mrs. Rajshree Tapuriah
(DIN-01655859) as Non-Executive Independent Director even though he has attained the age
exceeding 75 years.
The Nomination and Remuneration Committee at their meeting held on 27th
August, 2024 consider the Mr. G.M. Loyalka (DIN-00299416) has been associated with the
Company since 14th November, 2014 and managed the affairs of the Company
efficiently & fully compliant Company. The Committee recommended his current
designation as Non-Executive & Non-Independent Director notwithstanding he has
attained the age exceeding 75 years.
The Board on the recommendation of Nomination and Remuneration Committee appointed Ms.
Shiksha Agrawal (DIN-02597523) as Managing Director at the Board Meeting held on 22nd
March, 2024 for the period of five years at Nil Remuneration presently in view of heavy
accumulated losses and every year operational losses till after her appointment the year
wise operational performance improved. The Company has received the consent in writing
from Ms. Shiksha Agrawal her consent in the Form DIR-2 and also her consent to act as
Managing Director of the Company.
The Company also seeks the approval of Shareholders by way of Ordinary Resolution as
per the provisions of section 196, 197 and Schedule V of the Companies Act, 2013 read with
Companies rules, 2014 (including any statutory modifications or re-enactments thereof) and
other applicable provision, if any, for the appointment of Ms. Shiksha Agrawal as Managing
Director for the period of Five years with effect from March 22, 2024. The Board
recommends the passing of the resolution in respect of appointment of Ms. Shiksha Agrawal
as Managing Director in the Notice convening this Annual General Meeting.
PERFORMANCE EVALUATION
The Nomination and Remuneration Policy of the Company empowers the Nomination and
Remuneration Committee to formulate the process of evaluating the performance of
Individual Directors, Committees of the Board and the Board as whole.
The Nomination and Remuneration Committee of the Company also evaluated the performance
of all individual Directors on various parameters such as level of participation of
Directors, preparing themselves well in advance to take active participation at the
meeting(s), level of knowledge and expertise etc.
All the Independent Directors of the Company also had a separate meeting on 8th February,
2024 to review the performance and evaluation of Non-Independent Directors and Board as a
whole.
The Board after taking into consideration the evaluation as done by Nomination and
Remuneration Committee and by Independent Directors, carried out an annual evaluation of
its own performance and that of its committees and individual Director. The overall
outcome of such evaluation is that the Board, its committees and individual Directors have
performed effectively and satisfactorily
DECLARATION OF INDEPENDENT DIRECTOR
All the Independent Director have confirmed to the Board that they meet the criteria of
Independence as specified under section 149(6) of the Companies Act, 2013 and they qualify
to be an Independent Director pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors), Rule 2014. The Independent Directors have also confirmed that
they meet the requirements of "Independent Director" as mentioned under
Regulation 16(1 )(b) of the Listing Regulations.
BOARD MEETINGS
During the year under review the Company held Eight (8) meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 on 5th April 2023, 25th
May 2023, 10th August 2023, 30th August 2023, 9th
November 2023, 1st January 2024, 8th February 2024 and 22nd
March 2024.
The frequency of board meetings and quorum at such meetings were in accordance with the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and
compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued
by ICSI. The intervening gap between any two meetings was within the period prescribed by
the Companies Act, 2013, the Listing Regulations and SS-1.
BOARD COMMITTEE - AUDIT COMMITTEE
The Audit Committee is constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013. Members of the Audit Committee possess financial/accounting
expertise/exposure. Further, all the recommendations made by the Audit Committee were duly
accepted by the Board of Directors. The Company Secretary is acting as Secretary of this
Committee.
The Composition of Audit Committee as on 31.03.2024 are as under:
| Sr. No. |
Name of the Director |
Position |
Category |
| 1 |
Mrs. Rajshree Tapuriah |
Chairperson |
Independent Director |
| 2 |
Mr. Manish Kumar Newar |
Member |
Independent Director |
| 3 |
Mr. Nitin Agrawal |
Member |
Managing Director Resigned w.e.f. 01.01.2024 |
| 4 |
Ms. Shiksha Agrawal |
Member |
Managing Director Appointed w.e.f. 22.03.2024 |
Four meetings of the Audit Committee were held during the financial year 2023-24 on 25th
May 2023, 10th August 2023, 9th November 2023 and 8th
February 2024. The accounts and financial positions were perused by the Audit Committee
and thereafter placed before the Board for their consideration.
BOARD COMMITTEE - NOMINATION AND REMUNERATION
The Nomination and Remuneration Committee is constituted pursuant to the provisions of
of Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration
Committee possess sound expertise/knowledge/exposure. The Company Secretary of the Company
is the Secretary of this committee
The Composition of Nomination and Remuneration Committee as on 31.03.2024 are as under:
| Sr. No. |
Name of the Director |
Position |
Category |
| 1 |
Mrs. Rajshree Tapuriah |
Chairperson |
Independent Director |
| 2 |
Mr. Manish Kumar Newar |
Member |
Independent Director |
| 3 |
Mr. G. M. Loyalka |
Member |
Non-Executive Director |
Two meetings of the Nomination and Remuneration Committee were held during the
financial year 2023-24 on 30th August, 2023 and 22nd March, 2024.
BOARD COMMITTEE - STAKE HOLDERS RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration
Committee possess sound expertise/knowledge/exposure. The Company Secretary of the Company
is the Secretary of this committee
The Composition of Nomination and Remuneration Committee as on 31.03.2024 are as under:
| Sr. No. |
Name of the Director |
Position |
Category |
| 1 |
Mr. G.M. Loyalka |
Chairman |
Non-Executive Director |
| 2 |
Mr. Nitin Agrawal |
Member |
Managing Director - Resigned w.e.f. 01.01.2024 |
| 3 |
Ms. Shiksha Agrawal |
Member |
Managing Director - Appointed w.e.f 22.03.2024 |
| 4 |
Smt. Rajshree Tapuriah |
Member |
Independent Director |
One meeting of the Stakeholder Relationship Committee was held during the financial
year 2023-24 on 8th February, 2024.
AUDITORS:
M/s PKJ & Co., Chartered Accountants (FRN-124115W) were appointed at 39th
Annual General Meeting held on Friday, 30th day of September, 2022, for the
first term of five consecutive year from conclusion of 39th AGM till the conclusion of 44th
Annual General Meeting. The Board reviewed the documents pertaining to his eligibility for
appointment as Statutory Auditor of the Company and also obtained their consent.
AUDITORS REPORT
The observation of the Auditors in their report read with relevant notes on the
accounts, as annexed are self-explanatory and do not call for any further explanation
under section 134(3)(f)(i) of the Companies Act, 2013.
SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed M/s Girish Murarka & Co., Company Secretaries in
Practice having membership No. 7036 to undertake Secretarial Audit of the Company. The
Secretarial Audit Report for the financial year 2023-24 as issued by him in the prescribed
Form MR-3 is annexed to this Report as Annexure 5. The said Secretarial Audit
Report does not contain any qualification, reservation or adverse remark or disclaimer
made by Secretarial Auditor.
The Board has appointed M/s Girish Murarka & Co., Company Secretary in Practice as
Secretarial Auditor for the financial year 2024-25
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the
rules made thereunder the Board of Directors had approved the appointment of M/s Milind P.
Shah, Chartered Accountants, as "Internal Auditor" of the company for conducting
Internal Audit for the financial year 2023-24. The Internal Audit Reports for each quarter
were received by the Company and the same were reviewed by the Audit Committee and Board
of Directors.
The Board has appointed M/s SIDDHANT GOYAL AND COMPANY, Chartered Accountants, as
Internal Auditor for the financial year 2024-25
COST AUDIT
The provisions of Cost Audit as prescribed under section 148 of the Companies Act, 2013
are not applicable to the Company
OTHER DISCLOSURES
• Your Company has not issued: -
- Any shares with differential rights;
- Any sweat equity shares
• There are no significant or material orders passed by the Regulators or Courts
or Tribunals which impact the going concern status and Company's operation in future.
• There were no material changes and commitments affecting the financial position
of your Company between the end of the financial year and the date of this report.
• There was no revision in the financial statements.
• Your Company has not received any complaints under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
APPRECIATION
Your Directors express their deep sense of gratitude to the banks, financial
institutions, stakeholders, business associates, Central and State Governments for their
co-operation and unstinted support received from them during the year and look forward to
their continued support in future.
|
For and on behalf of the Board of Directors of |
|
Nilkanth Engineering Limited |
|
Sd/- |
Sd/- |
|
Shiksha Agrawal |
G.M. Loyalka |
| Place: Mumbai |
Managing Director |
Director |
| Date : 27th August, 2024 |
(DIN: 02597523) |
(DIN:00299416) |
|