Dear Shareholders,
Your directors' have pleasure in presenting the 48th Annual
Report on the business and operations of your company along with the Audited Financial
Statements for the year ended 31st March 2023.
FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March, 2023.
Particulars |
Standalone |
2022 - 23 (Rs. in Lakhs) |
2021 - 22 (Rs. in Lakhs) |
Revenue from operations |
4711.32 |
5060.73 |
Other Income |
58.75 |
143.92 |
Profit/(Loss) before interest and Depreciation |
426.79 |
1287.34 |
Less: Interest |
179.19 |
215.15 |
Less: Depreciation |
326.69 |
309.45 |
Profit/(Loss) before tax |
(79.09) |
762.74 |
Provision for tax |
0 |
0 |
Tax for earlier years |
0 |
0 |
Deferred Tax |
0 |
0 |
Profit / (loss) after tax |
(79.09) |
762.74 |
Other comprehensive Income |
(15.68) |
(0.47) |
Total Comprehensive Income for the period |
(94.76) |
762.27 |
BUSINESS PERFORMANCE:
During the year under review, the Company earned a Net loss of Rs.
(94.76) lakhs against a Net profit of Rs. 762.27 lakhs in the previous year.
There are adequate financial controls commensurate with the size of the
organization and with reference to the financial statements; there is no change in the
nature of business.
SHARE CAPITAL:
There is no change in the Authorized Capital as well as the Paid-up
Share Capital of the Company during the year ended 31st March, 2023.
However, the terms of CCPS was changed to NCRPS
DIVIDEND:
The Board of Directors have not recommended any dividend for the
financial year 2022-23 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
There has been no loan and guarantees given or made by the Company
under Section 186 of the Act, 2013 during the financial year 2022-23.
TRANSFER TO GENERAL RESERVE:
Your directors do not propose to transfer any amount to the general
reserve of the company during the financial year.
DEPOSITS:
During the financial year 2022-23, your Company has not accepted any
deposit under the provisions of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred
to Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC 2, are appended
as Annexure I.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2) of the SEBI Listing (Obligations and
Disclosures) Requirements Regulations, the Management Discussion and Analysis Report is
enclosed below.
Industry Structure and Developments
Presently the Company Manufactures industrial gasses both in liquid and
gaseous form. The order book position is comfortable since the Company was able to tie up
long term contracts with the customers. The plant at Pondicherry and Perundurai is also
performing at its full rated capacity. The Company is working at its market front since
the supply of the Companies product has increased compared to the previous year.
Opportunities and Threats:
Our Company project has resulted in high quality output which has
resulted to tie up long term contracts with the customers. Our main concern is, continuous
competition from other manufactures in the same line of production.
Segment wise performance:
Presently the Company has one manufacture segment to manufacture
industrial gasses both in liquid and gaseous form at plants situated at Pondicherry and
Perundurai. The plants situated at both places are performing at full rate capacity. The
products are very useful to hospitals and industry sector. Our products are in competitive
position in the market.
Risks and Concerns:
Our main concern is, continuous competitive from other manufacturers in
the same lien of production by reducing the price in the market due to which the Company
has to reduce the price to retain its share in the market.
RISK MANAGEMENT
Pursuant to Section 134 of the Companies Act, 2013, the Company has a
risk management policy in place for identification of key risks to its business
objectives, impact assessment, risk analysis, risk evaluation, risk reporting and
disclosures, risk mitigation and monitoring, and integration with strategy and business
planning.
The Management identifies and controls risks through a properly defined
framework in terms of the aforesaid policy.
BOARD POLICIES
The Company has the following policies which are applicable as per the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of
the Company www.nolgroup.com
(i) Code of conduct for Directors and Senior Management
(ii) Board Diversity Policy
(iii) Policy on determining materiality of events
(iv) Policy on documents preservation and archival
(v) Terms of appointment of Independent Directors
(vi) Policy on Related Party Transactions
(vii) Policy on sexual harassment of women at work place (Prevention,
Prohibition and redressal) Act, 2013
NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of
Directors has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the company. The policy also
lays down the criteria for selection and appointment of Board Members. The policy and
details of Nomination and Remuneration is available on the website of the Company at www.nolgroup.com
In accordance with the Nomination and Remuneration Policy, the
Nomination and Remuneration Committee has, inter alia, the following responsibilities:
1. The Committee had formulated the criteria for determining
qualifications, positive attributes, and independence of a director, and is available in
the company website www.noIgroup.com
2. The Committee shall identify persons who are qualified to become
Director and persons who may be appointed in Key Managerial and Senior Management
positions in accordance with the criteria laid down in this policy.
3. Recommend to the Board, appointment, and removal of Director, KMP
and Senior Management Personnel.
4. The Board shall carry out evaluations of the performance of every
Director, KMP and Senior Management Personnel at regular intervals (yearly).
5. The remuneration/ compensation/ commission etc. to the Managerial
Personnel, KMP and Senior Management Personnel will be determined by the Committee and
recommended to the Board for approval. The remuneration/ compensation/ commission etc.
shall be subject to the prior/ post approval of the shareholders of the Company and
Central Government, wherever required.
6. Increments to the existing remuneration/ compensation structure may
be recommended by the Committee to the Board which should be within the slabs approved by
the Shareholders in the case of Managerial Personnel.
7. Where any insurance is taken by the Company on behalf of its
Managerial Personnel, Chie Executive Officer, Chief Financial Officer, the Company
Secretary, and any other employees for indemnifying them against any liability, the
premium paid on such insurance shall not be treated as part of the remuneration payable to
any such personnel. Provided that if such person is proved to be guilty, the premium paid
on such insurance shall be treated as part of the remuneration.
8. The Non-Executive/ Independent Director is not paid remuneration by
way of fees for attending meetings of the Board or Committee thereof.
9. Commission to Non-Executive/ Independent Directors If proposed may
be paid within the monetary limit approved by shareholders, subject to the limit not
exceeding 1% of the net profits of the Company computed as per the applicable provisions
of the Companies Act, 2013.
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were
accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the
Composition of Audit Committee is given as under:
Composition of Audit Committee:
The Composition of the Audit Committee as on 31st March 2023 is as
follows:
¦ Shri Shanmugavadivel Siva Independent Director (Chairman)
¦ Smt Mona Milan Parekh ' Independent Director (Member)
¦ Smt Sarita Saraf Independent Director (Member)
PARTICULARS OF EMPLOYEES:
There are no employees falling within the provisions of section 197 of
the CompaniesAct, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:
Training on all sectors is given to its employees periodically and
motivated to work inline with the development of the industry. The willingness and
commitment of the employees help the company to stand tall among its customer in quality
and service.
INTERNAL COMPLAINTS COMMITTEE
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal
Complaints Committee ("ICC") is in place for all works and offices of the
Company to redress complaints received regarding sexual harassment. The policy on
Prohibition Prevention & Redressal of Sexual Harassment is available on the website of
the Company at www.nolgroup.com
During the Financial Year under review, no complaints with allegation
of sexual harassment were filed with the ICC.
Internal Complaint Committee Members
1. Smt. Mona Milan Parekh
2. Smt. Sarita Saraf
The Committee met once in the financial year 2022-23. The Company is
committed to provide a safe and conducive work environment to its employees during the
financial year. Your directors state that during the financial year 2022-23, there were no
cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and
Redressal) Act, 2013.
SUBSIDIARY/ TOINT VENTURES / ASSOCIATE COMPANIES
The Company does not have any subsidiaries, associates and joint
venture companies.
COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:
The Company neither has any holding nor is any subsidiary company,
therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.
MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF
REPORT
There are no material changes and commitments occurred between the end
of the financial year of the company to which the financial statements relate and there is
no order against the company affecting the financials of the company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS
There are no significant material orders passed by the
Regulators/Courts whichwould impact the going concern status of the Company and its future
operations.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the
secretarial auditor has reported to the audit committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Board's report.
AUDITORS Statutory Auditors
M/ S. PSDY & Associates, Chartered Accountant, (Firm Registration
Number: 010625S) was appointed as statutory auditor by shareholders of the company for a
term of five years in the 47th Annual General Meeting held on 30th
August 2022 and they continued to be the Auditors of the company till this 52nd
Annual General Meeting.
COMMENT ON STATUTORY AUDITOR'S REPORT:
There are no qualifications, reservations, remarks or disclaimers made
by M/ S. PSDY & Associates, Statutory Auditor, in their audit report.
SECRETARIAL AUDITOR:
Pursuant to the requirements of Section 204(1) of the Companies Act,
2013 and Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, Ms. Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates,
Practicing Company Secretaries (Membership No. CP 3534) was appointed to conduct the
Secretarial Audit for the financial year 2022-2023.
The Secretarial Audit report as received from the Secretarial Auditor
is annexed to this report as Annexure II.
Qualification in Secretarial Audit Report
There are no material qualifications in the Secretarial Report.
BOARD OF DIRECTORS' EXPLANATION OR COMMENTS:
There are no qualifications in the Audit Report & Secretarial Audit
Report for the financial year 2022-23
Internal Auditors
Mr. R. Bala Subramanian, Chartered Accountants, are the Independent
Internal Auditors of the Company. The Audit Committee determines the scope of internal
Audit in line with regulatory and business requirements
Cost Auditor
Pursuant to notification of Companies (Cost Records and Audit) Rules,
2014 read with Companies (Cost Records and Audit) Amendment rules, 2014, the Company does
not fall under the purview of Cost Audit.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Rajesh kumar Saraf |
Managing Director |
Mr. Gajanand Saraf |
Whole time Director |
Mrs. Sarita Saraf |
Director |
Mr. Shanmugavadivel Siva |
Independent Director |
Mrs. Mona Milan Parekh |
Independent Director |
Mr. Amit Kumar Agarwal |
Independent Director |
Key Managerial Personnel |
Mr. Rajesh Kumar Saraf |
Managing Director |
Mr. P. Ramalinga Srinivasan |
Chief Financial Officer |
Mr. Akhil Paliwal |
Company Secretary |
NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:
The Board meets at regular intervals to discuss and decide on business
strategies / policies and review the financial performance of the Company, The Board
Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to
the Directors well in advance to facilitate the Directors to plan their schedules.
Meeting |
No. of Meetings during the
Financial Year 2022-23 |
Date of the Meeting |
Board Meeting |
5 |
21.05.2022, 25.07.2022,
18.08.2022, 4.11.2022, 03.02.2023 |
Audit Committee |
4 |
21.05.2022, 25.07.2022,
4.11.2022, 03.02.2023 |
Nomination & Remuneration Committee |
1 |
21.05.2023 |
The interval between two Board Meetings was well within the maximum
period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing
(Disclosures and Obligations Requirements) Regulations, 2015.
Director's Re-appointment details:
Ms. Santa Saraf (having DIN 01028027) who retires from office by
rotation and being eligible offers herself for reappointment
Ms. Mona Milan Parekh (DIN: 08134503) reappointed for second
term of five years from 25th May, 2023 to 24th May, 2028
Re-appointment of Mr. Rajesh Kumar Saraf as Managing Director of
the company w.e.f 01-08-2024 for a period of 5(five)years
Re-appointment of Mr. Gajanand Saraf as Whole Time Director of
the company w.e.f 0108-2024 for a period of 5(five)years
CORPORATE SOCIAL RESPONSIBILITY
Your Company is having accumulated losses and not having profits more
than Rs. 5 Crores in the year 2022-23 or net worth more than Rs. 500 Crores or Turnover of
more than Rs. 1000 Crores in the previous financial year and therefore Constituting of a
CSRCommittee and its Compliance in accordance with the provisions of Section 135 of the
Act, does not arise.
BOARD EVALUATION:
Pursuant to the provision of the Companies Act, 2013, a structured
questionnaire was prepared after taking into consideration of the various aspects of the
Boards' functioning, the composition of the Board and its committees, culture, execution
and performance of specific duties, obligations, and governance.
The board and the committee were evaluated on various criteria as
stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the board and committee.
4. Effective Conduct of Board and Committee Meetings.
6. Monitoring by the Board management effectiveness in implementing
strategies, managing risks and achieving the goals.
The Board also carried out the evaluation of directors and chairman
based on following criteria:
1. Attendance of meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board
SECRETARIAL STANDARDS:
In terms of Section 118(10) of the Act, the Company states that the
applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company
Secretaries of India, relating to Meetings of Board of Directors and General Meetings
respectively, have been duly complied with however improvements in certain areas are being
made.
INDEPENDENT DIRECTOR'S DECLARATION:
All Independent Directors have given declarations that they meet the
Criteria of independence laid down under Section 149 of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure requirements)
Regulations, 2015 in respect of financial year ended 31st March, 2023, which has been
relied on by the Company and placed at the Board Meeting.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of the Companies Act, 2013,
the Independent Directors held a Meeting on 10th February 2023, without the
attendance of Non-Independent Directors and members of Management.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization program is to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes and about the overall
functioning and performance of the Company. The policy and details of familiarization
program is available on the website of the Company at www.nolgroup.com
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has
established a Vigil Mechanism policy for directors and employees to report concerns about
unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the
Company etc. The mechanism also provides for adequate safeguards against the victimization
of employees who avail themselves of the mechanism and also provides for direct access by
the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year
2022-23, no employee has been denied access to the Audit Committee. The vigil mechanism
policy is also available on the Company's website www.nolgroup.com
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has formulated a Framework on Internal Financial Controls
In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has
adequate internal control systems to monitor business processes, financial reporting and
compliance with applicable regulations and they are operating effectively.
The systems are periodically reviewed by the Audit Committee of the
Board for identification of deficiencies and necessary time-bound actions are taken to
improve efficiency at all the levels. The Committee also reviews the observations forming
part of internal auditors' report, key issues and areas of improvement, significant
processes and accounting policies.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of
Conduct for the Board Members and employees of the Company in accordance with the SEBI
(Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to
maintain the Standard of Business Ethics and ensure compliance with the legal requirements
of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical
conduct at the Board and by employees. The Compliance Officer is responsible to ensure
adherence to the Code by all concerned.
The Code lays down the standard of 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 workplace, in business practices and in
dealing with stakeholders.
All the Board Members and the Senior Management Personnel have
confirmed Compliance with the Code.
EXTRACT OF ANNUAL RETURN:
The Submission of Extract of Annual Return in MGT-9 is dispensed with
in terms of Companies (Management and Administration) Amendment rules, 2021 dated 5th
March,
2021. Hence, the question of attaching MGT-9 with this report does not
arise. However, the Annual return can be viewed in the website of the company www.nolgroup.com
DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and is of the view that such systems are adequate and operating
effectively.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Director's appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under the Companies Act, 2013 are covered under the Board's policy
formulated by the Company and is available on the Company website www.nolgroup.com
DIRECTORS' RESPONSIBILITIES STATEMENT:
As required under Section 134(3)(C) of the Companies Act, 2013 the
Directors hereby state and confirm that they have:
a) In the preparation of the annual accounts for the year ended 31st
March 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures.
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent, 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 and loss of the Company for the year ended on that date.
Oft
c) They 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.
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and operating
effectively.
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
During the year under review, there were no frauds reported by the
Auditors on the employees or officers of the Company under section 143(10) of the
Companies Act, 2013.
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A. CONSERVAHON OF ENERGY:
In view of the pandemic and employees working from home the
registered office has been shifted to a very small place wherein there is absolutely no
power consumption when compared to the earlier years
Improvements in operating efficiency and reduction in the
employee strength.
B. TECHNOLOGY ABSORPTION:
The efforts made towards technology absorption: NIL
Benefits derived
Production improvement: NIL
Cost Reduction: NIL
Production development or Import substitution; NIL
Import Technology; NIL
Expenditure incurred on Research and Development; NIL
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Details |
2022
2023
Rs.
In
Lacs |
20212022 Rs. In Lacs |
Earning in Foreign Exchange |
Nil |
Nil |
Expenditure in Foreign Exchange |
Nil |
Nil |
CIF value of imports - Raw Materials - |
43.84 |
21.11 |
Calcium Carbide |
|
|
CORPORATE GOVERNANCE REPORT:
As prescribed under the provisions of Regulation 15(2) of SEBI (Listing
Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall
under the purview of complying with the provisions of Corporate Governance. During the
year, with the approval of the Board of Directors, your Company has informed the
non-applicability provision to the Bombay Stock Exchange.
Since the provision of Corporate Governance is not applicable for the
entire Financial Year 202223, a separate report of Corporate Governance is not disclosed
in the Annual Report 2022-23.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR:
There were no applications made nor any proceeding pending under the
insolvency and bankruptcy code, 2016 during the year
MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE
OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT
RESPECT, SUCH AS COVID-19 PANDEMIC:
Nil
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time
settlement with any Bank or Financial Institution.
THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE
INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:
Executive Directors |
Ratio to Median Remuneration |
Mr. Rajesh Kumar Saraf - Managing
Director |
24.56:1 |
Mr. Gajanand Saraf - Whole Time Director |
4.09:1 |
LISTING FEES:
The Company confirms that it has paid the annual listing fees for the
year 2022-23 to the Bombay Stock Exchange.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be
closed with effect from Tuesday, 22nd of August 2023 to Monday, 28th of August 2023 (both
days inclusive).
ACKNOWLEDGEMENT:
Your directors take this opportunity to express their sincere gratitude
to the encouragement, assistance, cooperation, and support given by the Central
Government, the Government of Tamil Nadu during the year. They also wish to convey their
gratitude to all the customers, Auditors, suppliers, dealers, and all those associated
with the company for their continued patronage during the year.
Your directors also wish to place on record their appreciation for the
hard work and unstinting efforts put in by the employees at all levels. The directors are
thankful to the esteemed stakeholders for their continued support and the confidence
reposed in the Company and its management.
CAUTIONARY STATEMENT:
The statements contained in the Board's Report and Management
Discussion and Analysis Report contain certain statements relating to the future and
therefore are forward looking within the meaning of applicable securities, laws and
regulations. Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.