Your Directors are pleased to present the Forty Eight (48th) Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2025.
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FINANCIAL HIGHLIGHTS:
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(Rupees in Crores)
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Particulars
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Year ended 31st March 2025
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Year ended 31st March 2024
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Turnover
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1.06
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3.14
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Profit/(Loss)before depreciation and taxation
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(21.56)
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(0.63)
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Less: Depreciation
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(0.54)
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(0.56)
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Profit/(Loss) before Taxation
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(22.10)
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(1.20)
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Less: Tax Expense(Deferred Tax)
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0.08
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5.29
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Profit/(Loss) after tax
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(22.01)
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(6.49)
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Add: Balance B/F from the previous year
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(39.94)
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(33.44)
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Less: Adjustment for Prior Period Depreciation
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0
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0
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Balance Profit/(Loss)C/F to the next year
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(61.95)
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(39.93)
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FINANCIAL REVIEW
The Company has incurred a net loss of Rs.2201.77 (Previous Year Rs.649.66 lakhs) during the year ended March 31, 2025. However, the management is trying to rope in strategic investor and also intends to diversify into business which can be carried on in alignment with the industry it is operating. The management is also undertaking a plan to carry out optimum utilization of its resources and cost reduction initiatives. The management is further looking at expanding its product lines and enters new markets to increase its business and is hopeful to capture foreign market since there exists demand supply gap for the products the company manufactures. The company has already initiated dialogue with the foreign buyers and there has been very encouraging response from them.
DIVIDEND:
In view of brought forward losses, your directors are unable to recommend any dividend for the financial year ended 31st March, 2025.
TRANSFER TO RESERVES
No amount was transferred to Reserves during the F.Y. 2024-25.
HOLDING, SUBSIDIARY, ASSOCIATE COMPANY
The Company has no holding, subsidiary or associate Company therefore disclosures in this regard have not been provided in this Report.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered during the year were in the ordinary course of business and were on arm's length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.
The policy on related party transactions as approved by the Audit Committee and the Board of Directors is hoisted on the website of the Company i.e. www.nilachal.in
Since all related party transactions entered into by the Company were in the ordinary course of business and were on arm's length basis, therefore the requirement of furnishing the details in Form AOC-2 is not applicable to the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION186
During the year under review the Company has not provided any loan, given any guarantee or made any investment governed under Section 186 of the Companies Act, 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status of the Company's operation in future.
RISK MANAGEMENT
Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact ofunfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.
KEY MANAGERIAL PERSONNEL
During the financial year 2025-2026, on 01/08/25 Mr. Sukomal Kanti Guha resigned as the Company Secretary & Compliance Officer of the Company and with effect from 14/08/2025 Mr. Vijay Kumar Gupta was appointed as the Company Secretary & Compliance Officer of the Company. Further Mr. Dukhabandhu Prusty resigned as CFO from the Company on 18/06/25 and Mr. Jugal Prasad Sharma was appointed as the CFO of the Company w.e.f 14/08/25. No further changes had occurred in the directorship of the company during the fiscal year. Thus, Mr. Krishna Chandra Pusti, Manager, Mr. Vijay Kumar Gupta, Company Secretary & Compliance Officer, and Mr. Jugal Kumar Sharma, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
e) 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;
f) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
PARTICULARS OF EMPLOYEES
Your Company comes under the provisions of the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there by the Company Secretary was paid 2,70,978/-and the Chief Financial Officer was paid Rs. 3,00,000/-.
FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES
The Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulates the performance evaluation of the Directors and its committees considering the said provisions as applicable, the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination Committee and approved by the Board.
The Criteria for performance evaluation are as under:-
Attendance at meeting; Participation and Contribution; Responsibility towards stakeholders; Contribution in Strategic Planning; Compliance and Governance; Participation, Updating of Knowledge; Leadership; Relationships and Communications; resources; Conduct of Meetings.
Performance Evaluation of Board:-
Composition and Diversity of Board; Committees of the Board; Board & Committee Meetings; Understanding of the Business of the Company and Regulatory environment; Contribution to effective corporate governance and transparency in Company's Operation; deliberation/decisions on the Company's Strategies; Monitoring and implementation of the strategies and the executive management performance and quality of decision making.
Performance Evaluation of the Board Level Committees:-
The performance and effectiveness of the Committee, Frequency and duration, spread of talent and diversity in the Committee; Understanding of regulatory environment and development; interaction with the board.
Fraud Reporting (Required by Companies Amendment Bill, 2014)
No case of fraud has been reported to the Audit Committee or Board during the year.
AUDIT AND AUDITOR’ S REPORT
At the 46th AGM held on 11/11 /2023, M/s. Jain Saraogi & Co. LLP Chartered Accountants (Firm Registration No.305004E) were appointed as the Statutory Auditor of the Company for a period of Five Years, starting from the Financial Year 2023-24 to 2027-28.
The Statutory Auditors on the financial statement for the financial year 2024-2025 forms part of the annual report , the Statutory Auditors have expressed qualified opinion which is self explanatory and management assures necessary action towards the same including carrying out necessary strategic decisions i.e. diversify its business which can be carried on in alignment with the industry, its operations. Further the Management is trying to rope in strategic investors.
SECRETARIAL AUDIT REPORT
The Board of Directors has appointed Ms. Twinkle Agarwal, Company Secretary in Practice (Membership No. 52868 (A); C.P. No. 25605; Peer Review: 61 39/2024) to carry out the Secretarial Audit of the Company for a term of five consecutive financial years commencing from the financial year 2025-2026 and ending with financial years 2029- 2030, subject to the approval of the shareholder at the ensuing Annual General Meeting.
The Secretarial Audit Report for the financial years 31st March, 2025 is given as separate Annexure. The Report of Secretarial Auditor does not contain Qualification, Reservation or Adverse Remarks.
BOARD’S COMMENTS ON AUDITOR’S REPORT
The Board has carefully considered the observations made by the Statutory Auditors in their Report for the year ended 31st March 2025. The qualification relating to Capital Work-in-Progress (CWIP) arises from the manner of impairment testing and classification of certain long-standing assets; management, however, has relied on an independent valuation obtained from a Government-approved Chartered Engineer and considered the same to represent a fair reflection of value, with all relevant details appropriately disclosed in the financial statements. In respect of employee benefit obligations, the Company has recognized liabilities in line with applicable statutory requirements, though an actuarial valuation under Ind AS 19 has not been carried out, and the position has been transparently disclosed. With regard to redeemable preference shares and the related obligations of cumulative dividend and redemption premium, these are historical matters continuing from prior periods, and the figures have been duly explained in the notes to the accounts. On the issue of going concern, the financial statements have been prepared on that basis taking into account the Board's assessment of the circumstances, with all significant facts disclosed to provide clarity to the users of the accounts. Other matters raised by the Auditors, including accounting systems and statutory dues, have also been properly disclosed. The Board is of the view that, notwithstanding the qualifications, the financial statements present a true and fair view of the affairs of the Company in accordance with applicable laws and accounting standards.
COST RECORDS AND COST AUDIT
Maintenance of cost records and cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 201 3 are not applicable to the company.
COMPOSITION OF AUDIT COMMITTEE
The constitution of the Audit Committee, Terms of Reference and the dates on which meetings of the Audit Committee were held are mentioned in the Corporate Governance Report for FY'24-25 forming a part of this Annual Report.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, ETC
Information pursuant to section 134(3)(m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014 in respect of conservation of Energy and Technology Absorption and Foreign Exchange Earning and Outgo is given in Annexure - I, forming part of this Report.
DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE ( PREVENTION , PROHIBITION AND REDRESSAL ) ACT, 2013
Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. During the year under review there were no cases of sexual harassment reported to the Company.
Compliance with the Maternity Benefit Act, 1961
The Company ensures compliance with the provisions of the Maternity Benefit Act, 1961, including the applicable amendments and rules framed there under and is committed to ensuring a safe, inclusive and supportive workplace for women employees. All eligible women employees are provided with Maternity benefits as stipulated under the Maternity Benefit Act, 1 961.
VIGIL MECHANISM
Pursuant to Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company
http:/nilachal.in/head_of_policies.html. During the year under review, the Company has not received any complaint(s) under this policy.
CORPORATE GOVERNANCE
The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. A Report on Corporate Governance& Shareholders Information together with an Auditors' Certificate regarding Compliance of the same are annexed as a part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion& Analysis Report is presented in a separate section, forms a part of the Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company's business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. Internal Control System are implemented to safeguard the Company's assets from loss or damage ,to keep a constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.
The Board has appointed a Chartered Accountant firm who are conducting the Internal Audit of the Company. The report thereof is placed before the Audit Committee.
INSURANCE
The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.
DEPOSITS
Your company has not accepted any public deposit during the year under review.
CAPITAL STRUCTURE
During the year under review, your Company has neither increased its authorized capital nor issued any shares.
LISTING
The equity shares of your Company continued to be listed on Nationwide Exchange i.e Bombay Stock Exchange Limited and on Regional Stock Exchange, The Calcutta Stock Exchange Ltd.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions contained in the Section 1 35 of the Companies Act, 201 3, as well as the Companies (Corporate Social Responsibility Policy), Rules 2014 are not applicable to your Company for the year under reference.
APPRECIATION
Your Directors record their sincere appreciation for the assistance, support and guidance provided by Company's Customers, Suppliers, Government Authorities, Bankers, investors, financial institution and shareholders for their consistent support to the company. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward for their continuing support in future.
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