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Nile

BSE: 530129|ISIN: INE445D01013|SECTOR: Metals - Non Ferrous
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Directors Report Year End : Mar '16    Mar 15

DIRECTORS'' REPORT

To

The Members,

The Directors take pleasure in presenting the 32nd Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2016, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, and the comparative figures for the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars

2015-16

2014-15

Net Sales

42,527.32

38,595.87

Other Income

257.54

566.26

Profit before interest and depreciation

2,154.66

2,254.32

Less: Interest

686.44

705.24

Depreciation

340.54

332.98

Profit before exceptional & extraordinary items and tax

1,127.68

1,216.10

Profit before Tax

1,127.68

1,216.10

Profit after Tax

706.45

811.99

Add: Opening balance in Statement of Profit & Loss

4,715.67

4,094.59

Amount available for appropriation

5,422.12

4,905.73

Appropriations:

Transfer to General Reserve

71.00

82.00

Interim/Proposed Dividend on equity shares

90.06

90.06

Dividend distribution Tax on interim/proposed dividend

18.33

18.00

Surplus/(Deficit) carried to Balance Sheet

5,242.73

4,715.67

Note: Previous year''s figures are regrouped and presented wherever necessary.

Dividend:

Your Directors declared an interim dividend of Rs. 3/- per share for the financial year 2015-16, at their meeting held on 12th March, 2016. The Directors do not recommend any final dividend.

Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs. 42,465 lakhs as against Rs. 38,512 lakhs in the previous year, an increase of 10%.

Windmills:

The entire energy of approximately 20 lakhs units generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The earlier power purchase agreement expired on 29th August, 2015, and was extended for another 10 years, at a reduced tariff of Rs. 2.23 per unit. The total revenue was Rs. 62 lakhs against Rs. 84 lakhs in the previous year.

Total:

The combined turnover of the Company, thus, was Rs. 42,527 lakhs for the year under review, as against Rs. 38,596 lakhs for the previous year.

Corporate Governance: Your Company has complied with all provisions of Corporate Governance, as required under the Listing Agreement / the SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Quality System: Your Company''s certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

Management Discussion and Analysis Report: A detailed discussion on the industry structure as well as on the financial and operational performance is contained in the ''Management Discussion and Analysis Report'' enclosed hereto that forms an integral part of this Report. (Refer Annexure-A)

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company continues to explore all possible avenues to reduce energy consumption.

Street and high bay lights were replaced with energy efficient LED lights at a cost of more than Rs. 3.5 lakhs at both the lead recycling units.

Variable frequency drive, which will result in significant power savings, was installed for the ID fan of the fourth rotary furnace at Tirupati plant. This drive installed on the other three furnaces earlier.

The transformer at the Choutuppal plant was replaced with an optimal capacity transformer, which will reduce power losses, resulting in annual savings of about 11,000 units of energy.

B. Technology Absorption:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

C. Foreign Exchange earnings and outgo: Total foreign exchange used and earned: (Rs. in lakhs)

Particulars

2015-16

2014-15

a) Foreign Exchange earnings on exports

26.97

244.72

b) Foreign Exchange used on account of:

i) Foreign Travel

3.73

0.25

ii) Professional Charges

0.80

0.91

iii) Subscription charges

4.05

2.96

iv) CIF value of imports of raw material & others

12,036.92

12,426.55

v) Dividend for 201415/2013-14

3.60

2.47

Directors:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Smt. Vuyyuru Rajeswari will retire by rotation at the ensuing annual general meeting and being eligible, offers herself for reappointment.

Statutory Auditors:

M/s. JVSL & Associates, Chartered Accountants, expressed their inability to continue as Statutory Auditors of the Company due to personal reasons, and forwarded their resignation to the Chairman and Managing Director of the Company. The Board, at their meeting held on 13thAugust, 2016, accepted their resignation. However, they will continue as Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting.

Further, on the recommendation of the Audit Committee, the Board of Directors of your company proposes to appoint M/s. Gokhale & Co., Chartered Accountants, Hyderabad, as Statutory Auditors of the Company at the ensuing annual general meeting.

Number of meetings of the Board:

Details of same are disclosed in the Corporate Governance Report.

Declaration of Independence:

This is to confirm that all the Independent Directors have affirmed their compliance with the criteria of Independence as provided in Section 149 (6) of the Companies Act, 2013.

Risk Management Policy:

The Board has adopted and is implementing a suitable Risk Management Policy for the company which identifies therein different elements of risk which may threaten the existence of the company.

Particulars of investments under Section 186 of the Companies Act, 2013:

The company had made an investment of Rs. 91.16 lakhs in equity shares of GLW Ltd. in the financial year 2008-09. The company had also made a provision for diminution in the entire value of the said investment by way of Rs. 45.58 lakhs each in the financial years 2012-13 and 2013-14. Further, the company has approached the Reserve Bank of India, seeking permission to write off the investments in GLW Ltd.

Deposits:

No deposits under Chapter V of the Companies Act, 2013 were accepted or renewed during the year.

Composition of Audit Committee and Vigil Mechanism/ Whistle Blower Policy:

Details of the same are disclosed in the Corporate Governance Report.

Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014: Refer Annexure B Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Refer Annexure C Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014: Refer Annexure D

Extract of Annual Return (Form MGT-9) [(Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014]: Refer Annexure E

Employees:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Directors'' Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company.

Acknowledgement:

Your Directors thank the customers, vendors, investors, and Andhra Bank for their continued support during the year.

For Board of Directors

Sd/-

V. Ramesh

Chairman and

Place: Hyderabad Managing Director

Date: 13-08-2016 DIN: 00296642

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