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Company Information

Home » Market » Company Information

Indo National Ltd.

Dec 03
433.00 -9.75 ( -2.20 %)
 
VOLUME : 1782
Prev. Close 442.75
Open Price 450.30
TODAY'S LOW / HIGH
425.00
 
 
 
450.45
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
286.13
 
 
 
641.23
Dec 03
429.55 -9.85 ( -2.24 %)
 
VOLUME : 7431
Prev. Close 439.40
Open Price 447.95
TODAY'S LOW / HIGH
420.50
 
 
 
447.95
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
293.03
 
 
 
641.20
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Market Cap. ( ₹ ) 322.16 Cr. P/BV 1.33 Book Value ( ₹ ) 322.66
52 Week High/Low ( ₹ ) 641/293 FV/ML 5/1 P/E(X) 10.61
Bookclosure 29/10/2021 TTM EPS ( ₹ ) 36.16 Div Yield (%) 2.91
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

DIRECTORS' REPORT

for the year ended March 31, 2018

The Directors have pleasure in presenting the Forty Fifth Annual Report of your Company together with the Audited Balance Sheet as at March 31, 2018, the Statement of Profit & Loss for the year ended that date and the Auditors' Report thereon.

FINANCIAL RESULTS

The profit before tax for the year under review is at Rs.21.03 Crores as against Rs.20.91 Crores in the previous year. The financial results for the year 2017-18 as compared with the previous year are summarized as under :

fastest growing category of batteries in India. Your Company's production quantity had decreased from 618 million pieces to 521 million pieces. The sales quantity also decreased from 625 million pieces to 542 million pieces. In terms of value, your Company had registered a turnover of Rs.275.80 crores as against Rs.318.64 crores in the previous year. (Net of GST)

LIGHTING PRODUCTS

The sales volume of flashlight and other lighting products had decreased from 40.90 lakhs pieces to 26.07 lakhs pieces as compared to the previous year. In LED product category (bulbs, fixtures, tube lights, etc.,) your company expects to grab sizable market share in coming years which will improve both top and bottom line of the financials of the company.

DIVIDEND

Your Directors recommends a dividend of Rs.20/-per share (200%) for the year 2017-18. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 24th September, 2018. The company intends to pay the dividend on 3rd October, 201 8.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

SUBSIDIARIES, CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.

During the year your company, through its wholly owned subsidiary M/s. Helios Strategic Systems Ltd (HSSL),had invested Rs.8 crores in Cumulative Optionally Redeemable Preference shares issued by Kineco Limited a step one subsidiary of your company. HSSL is also entitled to appoint majority of the Board of directors in Kineco Limited.

REVIEW OF PERFORMANCE DRY CELL BATTERIES

The Dry Cell Battery Industry as a whole was affected due to import of poor quality batteries from China, digitalization of gadgets and de-stocking of volume by trade distribution channels. In terms of battery category wise, sale of "D" size continues to drop year on year over 23%, "AA" varieties drop by 14% and "AAA" verities continues to be

2017-18

2016-17

(Rs. in crores)

(Rs. in crores]

Profit Before Tax and Depreciation

36.93

37.59

Less : Depreciation forthe year

5.77

5.24

Profit Before Tax

31.16

32.35

Provision for tax including Deferred tax

10.13

11.44

Profit after Tax

21.03

20.91

Add : Surplus in P&L Account brought forward

18.94

16.28

Sub - Total

39.97

37.19

Your Directors recommend the following appropriations

Less : APPROPRIATION

General Reserve

15.00

7.00

Proposed Dividend

9.38

9.38

Tax on proposed dividend

1.90

1.87

Surplus in P&L A/c carried forward

13.69

18.94

Total

39.97

37.19

The consolidated financial statement have been prepared by the company in accordance with the Accounting Standards prescribed by the ICAI in this regard. The Audited Consolidated Financial Statements together with Auditor's Report form part of the Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remarks.

Your Company's subsidiary, M/s. Kineco Ltd., registered a consolidated turnover for the year 2017-18 amounts to Rs.118.48 crores as against Rs.61.33 crores in the previous year 2016-17. Total comprehensive income for the year amounts to Rs.13.00 crores as against Rs.3.17 crores in the previous year. The total comprehensive income attributable to owners of the company for the year amounts to Rs.8.42 crores as against Rs.2.46 crores in the previous year.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations 2015 is presented in a separate section forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) 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 are operating effectively; and

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.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached as Annexure - "B" to this report.

RELATED PARTY TRANSACTIONS

As per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.nippobatteries.com.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

All Related Party Transactions are placed before the Audit Committee as well as Board for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm's Length.

There were no contract / arrangement / transactions entered in to during the year ended March 31, 2018 which were not at arm's length basis.

All the material related party transitions exceeding ten percent of the annual consolidated turnover as per the last audited financial statement / other related party transactions were entered during the year by the company are disclosed in accordance with section 134 (3) (h) of the Companies Act, 2013, in form AOC 2 as per Annexure - "C" of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The CSR committee comprises Mr.N.Ramesh Rajan, Chairman, Mr. S.Obul Reddy, and Mr. P.Aditya Reddy as other members.

The Board has laid out the Company's policy on corporate social responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee. The Committee also monitors the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. During the year, the Company has spent 2% of its average net profits for the three immediately preceding financial years on CSR activities.

The financial data / Annual Report pertaining to the Company's CSR activities for the financial year 2017-2018 is presented in the prescribed format in Annexure-"D"to the Board Report.

The CSR Policy is available on our website www.nippobatteries.com.

RISK MANAGEMENT

The Board has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company regularly updates to committee on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

DIRECTORS

In accordance with the Articles of Association of the Company Mr. P Dwaraknath Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.

In accordance with the Articles of Association of the Company Mr. R.P Khaitan will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.

In accordance with the Articles of Association of the Company Mr. P Aditya Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.

In accordance with the Articles of Association of the Company Mr.S. Obul Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.

The Board of Directors on recommendation of the Nomination and Remuneration Committee has reappointed Mr. N. Ramesh Rajan as an Independent Director of the company for a second term of 5 consecutive years on the expiry of his current term of office.

The Board of Directors on recommendation of the Nomination and Remuneration Committee has reappointed Mrs. Lakshmmi Subramanian as an Independent Director of the company for a second term of 5 consecutive years on the expiry of her current term of office.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section

(6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations 2015.

Information about all the Directors proposed to be re-appointed is furnished in the Explanatory Statement under Section 102 of the Companies Act, 2013 under the heading "Information about the Directors proposed to be re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration.

Mr. M. Sankara Reddy, Chief Financial Officer of the Company, retires from the service effective from closing business hours of 30th June 2018 after long distinguished career spanning about 36 years in the Company. The Board of Directors wish to place on record their appreciation of service rendered by Mr. M. Sankara Reddy.

Pursuant to approval by the Audit Committee and recommendation by the Nomination and Remuneration Committee, Mr. M. Subramanyam has been appointed as the Chief Financial Officer and KMP of the Company (presently holding the position in the Company as President), with effect from 01st July 2018, a qualified Chartered Accountant, having more than 27 years' of experience in the areas of corporate finance, strategy - conceptualizing, implementing and project implementation etc., The term of appointment is as per the service conditions applicable to the employees of the Company.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

As per Companies Act, 2013 and SEBI (LODR) Regulations 2015 mandates that the Board shall monitor and review the Board evaluation framework and a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board subsequently evaluated its own performance, the working of its Committees and Independent Directors without participation of the relevant Director(s).

TRAINING OF INDEPENDENT DIRECTORS

To familiarize the strategy, operations and functions of our Company, the executive directors make presentations / orientation programme to non -executive independent directors about the company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, production facilities and quality and risk management. The appointment letters of Independent Directors has been placed on the Company's website at www.nippobatteries.com.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met during the year on 13th February, 2018 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the company management and the Board.

MEETINGS OF THE BOARD

Four meetings of the Board of directors were held during the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

PERSONNEL

Your Directors wish to place on record their appreciation for the dedication and hard work put in by the employees at all levels for the overall growth of your Company. Relations with the employees at Factory, Head office / Depots and other Branches were cordial during the year.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the information required in respect of employees of the Company, will be provided upon request. As per section 136 (1) of the Companies Act, 2013 the report and accounts are being sent to the members and others entitled thereto. Any member interested in inspecting or obtaining copy of the

statement of particulars of employees being forms part of the Report may contact the Company Secretary at Registered Office during working hours and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.

REMUNERATION POLICY OF THE COMPANY

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Board's Report. The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

The particulars of loans, guarantees and investments under section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014 for the financial year 2017-18 are given in the notes to the financial statements.

STATUTORY AUDITORS

M/s G. Balu Associates (Firm Registration No. 000376S/S-200073) have been appointed as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of Forty Fourth Annual General Meeting till the conclusion of the Forty Ninth Annual General Meeting of the Company. Further, the Auditors has confirmed their eligibility under Section 144 of the Companies Act,

2013 and the rules made there under. The Auditor's Report along with Notes to Accounts is self-explanatory and therefore does not call for any further explanations / comments. The Auditor's Report does not contain any qualifications, reservation and or adverse remarks.

COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014 the Company has appointed Mr. P Raju Iyer, Practicing Cost Accountant, as the Cost

Auditor of the Company for conducting the audit of cost records of the Company for the financial year ending 31stMarch 2019 subject to ratification of remuneration payable to him by the members of the Company at the ensuing Annual General Meeting of the Company. The Company hereby confirms that maintenance of Cost Accounts and Records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013 and Rules there under the Board has appointed M.Damodaran & Associates, Practicing Company Secretaries as Secretarial Auditor of the company to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - "F" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

WHISTLE BLOWER POLICY/VIGIL MECHANISIM

The Company has adopted a whistle blower policy/ Vigil mechanism that covers directors and employees of the Company to bring to the attention of the management any issues which is to be in violation or in conflict with the fundamental business principles of the Company. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express those concerns without fear of punishment or unfair treatment.

No one may take any adverse action against any employee for complaining about, reporting, or participating or assisting in the investigation of, a reasonably suspected violation of any law, this Policy, or the Company's Code of Conduct and Ethics.

All the employees have been given access to the Audit Committee. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

The Whistle Blower Policy is available on the website of the Company www.nippobatteries.com.

INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded.

The Company has an established Internal Financial Control to cover internal controls over financial reporting and operating controls etc., The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC.

Your Company has always been in the forefront of energy conservation. Several measures to conserve energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts as required under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure "A" to this Report. The Company has an in-house Research Development Department, where the main areas of focus are, Energy Conservation, Process up gradation and Environment Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India has recognized in-house R&D facilities of the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company is annexed herewith as Annexure - "E" to this report.

STATEMENT PURSUANT TO SEBI (LODR) REGULATIONS 2015

The Company's Securities are listed with Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company has paid the Annual Listing fees to all the Stock Exchanges.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

The Competition Commission of India (CCI), in a Suo Moto case relating to cartelization of Zinc Carbon dry cell batteries market in India, through its order dated 19th April 2018 imposed a penalty of Rs.42.26 Crs against the Company. The company had filed an appeal and stay application before the Hon. National Company Law Appellate Tribunal, New Delhi, (NCLAT) against the CCI's Order and The Hon. NCLAT passed an order to stay the penalty with the direction of depositing 10% of the penalty amounts to Rs.4.22 Crs within 15 days with the Registry of the NCLAT. The Company had deposited Rs.4.22 Crs with Registry of NCLAT before the due date.

The company based on a legal opinion and considering the uncertainty relating to outcome of this matter no provision has been considered in the books of accounts. The company has been advised to show the amount of penalty under the head "contingent Liability" as per Ind As-37 and the same has been disclosed as contingent liability in the books of accounts.

There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an anti-sexual Harassment Policy as required under prevention of Sexual Harassment of Woman at workplace (Prohibition, Prevention and Redressal) Act 2013 and constituted an Internal Complaints Committee (ICC).Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL

During the year under review

1. The Company had not issued equity shares with differential voting rights as to dividend, voting right or otherwise.

2. No fraud has been reported to the Audit committee or to Board by the Auditors of the Company.

3. There was no change in the share capital or the key managerial personnel of the Company.

4. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

5. Neither the Managing Director nor the Whole time Directors of the company receive any remuneration or commission from any of its subsidiaries.

ACKNOWLEDGEMENT

Your Directors thank the Central and State Governments and the Banks for their continued help and support.

Your Directors also thank the Authorized Wholesale Dealers, Stockiest and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Company's products. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

For and on behalf of the Board of Directors

For Indo National Ltd

N. Ramesh Rajan

Place: Chennai Chairman

Date: 10th August, 2018 (DIN:01628318)