for the year ended March 31, 2024
Your Directors have pleasure in presenting the Fifty First Annual Report
of your Company together with the Audited Balance Sheet as at March 31, 2024, the
Statement of Profit & Loss for the year ended that date and the Auditors? Report
thereon
FINANCIAL RESULTS:
The profit after tax for the year under review is at Rs.670.04 Lakhs as
against Rs.100.31 Lakhs in the previous year. The financial results for the year 2023-24
as compared with the previous year are summarized as under.
|
2023-24 |
2022-23 |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
| Profit before Tax and Depreciation |
1,703.99 |
1,157.91 |
| Less : Depreciation for the year |
899.95 |
1,007.60 |
| Profit before Tax |
804.04 |
150.31 |
| Provision for Tax including Deferred Tax |
134.00 |
50.00 |
| Profit after Tax |
670.04 |
100.31 |
| Other Comprehensive Income (OCI) |
(106.50) |
79.00 |
| Total Comprehensive income for the period |
563.54 |
179.31 |
| Add : Surplus in P&L Account brought forward |
514.95 |
710.64 |
| Total |
1,078.49 |
889.95 |
| Less : APPROPRIATION |
|
|
| General Reserve |
- |
- |
| Payment of Dividend |
375.00 |
375.00 |
| Surplus in P&L A/c carried forward |
703.49 |
514.95 |
| Total |
1,078.49 |
889.95 |
REVIEW OF PERFORMANCE DRY CELL BATTERIES:
Your company managed a 9% value growth backed by price increases & change in
product mix. The input costs have been on a higher side althrough the year which had an
impact on margins. It has been observed consumption in urban markets are moving up due to
urbanization and usage of multiple gadgets. Your company has worked out focused plans to
strengthen urban distribution to grow faster in our core.
NON- BATTERY CATEGORIES:
Technology shift in the flashlight category from battery operated
torches to rechargeable torches is happening at a rapid pace. Your company?s growth
of 31% in the RC torches segment reflects this significant shift. The rechargeable segment
is currently dominated by unbranded players due to cheap Chinese imports. Keeping in mind
the growing RC Torch market and its future potential, your company has planned to launch a
wide range of rechargeable torches at various consumer price-points to increase and
solidify the portfolio in this segment.
Your company has also achieved a 3% growth in the Mosquito-bats
category as the distribution was limited to few regions. With distribution expansion we
are looking at a growth of 20%.
Your company had a growth of 32% in LED category inspite of Industry
being stagnant. Your company will continue to leverage its tradition trade distribution
and building exclusive LED channel networks to grow aggressively in the LED category.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of this Report.
DIVIDEND:
Your Directors recommends a dividend of Rs.5/-per share (100%) for the
year 2023-24. This Dividend, if approved, will be paid to the Shareholders whose names
appear on the Register of Members as on 26th September, 2024. The Company
intends to pay the dividend on 09th October, 2024. The above dividend declared
by the Company is in accordance with dividend distribution policy of the Company.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing
Regulations], the Board of Directors of the
Company had formulated a Dividend Distribution Policy (‘the
Policy?). The Policy is available on the Company?s website
https://www.nippo.in/html/pdf/ Dividend%20Distribution%20Policy.pdf
TRANSFER TO RESERVES:
During the year under review, your Company has not transferred any
amount to General Reserves.
SHARE CAPITAL:
During the year under review, the Company has neither issued any shares
with differential voting rights nor issued sweat equity shares. Further, the Company did
not grant any stock options during the year under review.
FIXED DEPOSITS:
The Company has not accepted any deposits from the public.
CREDIT RATING:
During the Financial Year 2023-24 the Company hasn?t obtained any
credit rating for the credit facilities availed during the year under review.
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. The consolidated financial statements 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 2023-24 amounts to Rs.174.52 crs. as against Rs.167.22
crs. in the previous year 2022-23. Total comprehensive income for the year amounts to
Rs.7.35 Crs. as against (Rs.8.53) Crs. in the previous year. The total comprehensive
income attributable to owners of the company for the year amounts to Rs.4.99 Crs. as
against (Rs.11.62) Crs. 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.
M/s. Kineco ltd ceased to be a material subsidiary of our company effective 06th
June 2024 and subsequently directors so nominated in M/s. Kineco Limited also vacated the
office.
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, 2024, 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 judgements 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, 2024 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 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)
Regulations 2015, your Company has formulated a Policy on Related Party Transactions which
is also available on Company?s website at www.nippo.in 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, 2024 which were not at arm?s length basis. All the
material related party transitions exceeding Rupees 1000 Crores or 10% of the Annual
Standalone / 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 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 had 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 2023-24 is presented in the prescribed format in
Annexure-"D" to the Board Report.
The CSR Policy is available on our website www.nippo.in
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.
The Company has developed and implemented a risk management policy for
the Company including identification therein of elements of risk, if any, which in the
opinion of the Board may threaten the existence of the Company.
DIRECTORS / KMP:
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.
M.Sankara Reddy will retire by rotation at this ensuing Annual General Meeting. He being
eligible, offer himself for re-appointment. In the opinion of the Board, Mr. N. Ramesh
Rajan, Mrs.Lakshmmi Subramanian, Mr.Kiran Joseph and Ms.Deepa Sheshadri, Independent
Directors of the company possess integrity, expertise and experience (including the
proficiency).
Mr. N. Ramesh Rajan retired from the service of Independent Director of
the Company with effect from 06th May 2024 by virtue of operation of law and
Mrs. Lakshmi Subramaniam Independent Woman Director of the Company retired from the
service of the Company with effect from 16th July 2024 by virtue of operation
of law.
Mr. Kiran Joseph was appointed as Independent Director of the Company
with effect from 30th April 2024 and Ms.Deepa Seshadri was appointed as
Independent Woman Director of the Company with effect from 15th July 2024.
KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
the Key Managerial Personnel of the Company are Mr.P. Dwaraknath Reddy, Managing Director,
Mr. P. Aditya Reddy, Joint Managing Director, Mr. C.R. Sivaramakrishnan , Chief Financial
Officer and Mr. J.Srinivasan G. M -Finance & Company Secretary. There has been no
change in the Key Managerial Personnel during the year.
RELATIONSHIP BETWEEN DIRECTORS INTER-SE:
The details of inter-se relationship between Directors are given
in the Corporate Governance Report. 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
DECLARATION BY INDEPENDENT DIRECTORS:
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.
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.nippo.in
MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company had met during the year on 8th
February, 2024 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:
Six 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.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders? Relationship Committee
4. Corporate Social Responsibility Committee.
5. Risk Management committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
BUSINESS RESPONSIBILITY REPORT:
Business Responsibility Report as per Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various
initiatives taken by the Company on the environment, social and governance aspects of
business, forms part of this Annual Report is appended on Annexure-H to this report.
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 is appended in Annexure-G to this report. 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.
NOMINATION AND 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 2023-24 are given in the notes to the financial statements.
STATUTORY AUDITORS:
M/s G. Balu Associates (Firm Registration No. 000376S) have been
re-appointed as the Statutory Auditors of the Company for a period of 5 years, to hold
office from the conclusion of 49th Annual General Meeting till the conclusion 54th Annual
General Meeting of the Company. Further the auditors have 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. Pursuant to provisions of
section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any
incident of fraud to the Audit Committee during the year under review.
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 31st March 2025
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
thereunder the Board has appointed M.Damodaran & Associates LLP, Practising Company
Secretaries as Secretarial Auditor of the company to conduct Secretarial Audit for the
financial year 2023-24. The Secretarial Audit Report for the financial year ended March
31, 2024 is annexed herewith marked as Annexure – "F" to this Report. The
Secretarial Audit Report of M/s. Kineco Ltd (Material unlisted subsidiary) for the
financial year ended 31st March 2024, is annexed herewith marked as –
Annexure – F1 to this Report. The Secretarial Audit Report?s does not contain
any qualification, reservation or adverse remark.
STATUTORY AUDITOR?S AND SECRETARIAL AUDITOR?S REPORT:
The Directors hereby confirm that there is no qualitation, reservation
or adverse remarks made by the Statutory Auditor?s of the Company or in the
Secretarial Audit Report issued by the Practising Company Secretary for the year ended
31st March, 2024.
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.
WHISTLE BLOWER POLICY/VIGIL MECHANISIM:
The Company has adopted a whistle blower policy / Vigil mechanism that
cover 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.nippo.in
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 authorised 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 upgradation 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 Annual Return as required under Section 92 and Section 134 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is available on the Company?s website: www.nippo.in weblink : http:/
/www.nippo.in/html/pdf/ANN.RETURN_2024.pdf
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:
There are no other significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status of the Company during
the year except cartelisation of Zinc carbon dry cell battery case pending before Hon.
National Company Law Appellate Tribunal, New Delhi. (NCLAT).
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.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
As per Section 124(6) of the Companies Act, 2013 read with the IEPF
Rules as amended, all the shares in respect of which dividend has remained unpaid /
unclaimed for seven consecutive years or more have been transferred to IEPF Account.
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. The Company is in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
3. Neither the Managing Director nor the Joint Managing Director of the
company receives any remuneration or commission from any of its subsidiaries
4 Application made or any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year - Nil.
5. 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 - Nil.
6. 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 - Nil.
7. During the year there has been no change in the nature of business
of the Company.
ACKNOWLEDGEMENT:
Your Directors thank the Central and State Governments and the Banks
for their continued help and support.
Your Directors also thank the Authorised Wholesale Dealers,
Distributors 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.