Your Directors present their 65th Annual Report along with the Audited
Financial Accounts for the Financial Year (F.Y.) ended March 31, 2024.
1. Financial Performance
The Company's Financial Performance for the F.Y ended March 31, 2024 is summarized
below:
Particulars |
2023-24 |
2022-23 |
Gross Income from Operations |
607.35 |
575.60 |
Gross Profit |
481.43 |
460.98 |
Interest Paid |
123.49 |
125.68 |
Cash Profit |
357.94 |
335.30 |
Depreciation |
56.41 |
102.77 |
Net Profit for the Year before Tax: |
301.53 |
232.53 |
Tax Expense |
95.97 |
74.62 |
Net Profit for the Year after tax |
205.56 |
157.91 |
Interim Dividend of '15.00 per share paid on the face value of equity
shares of '10.00 each |
135.18 |
135.18 |
Proposed Final Dividend of '11.00 per share to be paid on the face value
of equity shares of '10.00 each |
99.13 |
99.13 |
The Statement of Standalone Financial Results has been prepared in accordance
with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under
Section 133 of the Companies Act, 2013 and other recognised accounting practices and
policies to the extent applicable.
2. Market Capitalisation Ranking on BSE Limited
Your Company has been ranked by the BSE Limited at Sr. No.730 (previous F.Y. i.e.
2022-23 at sr. no. 591) out of the top 1,000 listed companies based on Market
Capitalization as on March 31, 2024.
3. Financial Operations (Summary)
i. Gross Income from Operations for the FY2023- 24 was '607.35 Crore as against '575.60
crore for the F.Y. 2022-23.
ii. Gross Profit for the F.Y. 2023-24 was '481.43 Crore as against '460.98 crore for
the F.Y 2022-23.
iii. Cash Profit for the F.Y 2023-24 was '357.94 crore as against '335.30 crore for the
F.Y. 2022-23.
iv. Net Profit for the F.Y 2023-24 (after taxes) was '205.56 crore as against a profit
of '157.91 crore for the F.Y. 2022-23.
v. An Interim Dividend of '135.18 crore was paid during the F.Y 2023-24, and a Final
Dividend of '99.13 crore for the F.Y. 2023-24 is proposed to be paid.
vi. Implication of Old versus New Income Tax Regimes:
To maintain flexibility for any future restructuring opportunities, the Company
continues under the Old Tax Regime as the decision to change to the New Tax Regime is
irrevocable.
4. The Company' Business Activity
The Company is in the business of development and managing an Industrial Park, and
during the Year under review, there is no change in the business activity of the Company.
5. Finance & Material Changes affecting the Financial Position of the Company
There is no material change and commitment affecting the financial position of the
Company which has occurred during the F.Y.2023-24, or from then on till the date of this
Report.
Please note:
The Company has changed its depreciation method from Written Down Value (WDV) to
Straight Line Method (SLM) effective from October 1, 2022.
6. Reserves
The Board of Directors do not propose to transfer any amount to the General Reserve
account in the Balance Sheet for the F.Y. 2023-24.
7. Dividend
For the Year under review, the Board of Directors at their meeting held on February 12,
2024 declared an interim dividend of '15.00 per equity share of '10.00 each (@150%)
amounting to '135.18 crore, and the same was paid to Shareholders.
Further, the Board of Directors, at their meeting held on May 15, 2024, recommended a
final dividend of '11.00 per equity share of '10.00 each (@110%) amounting to '99.13
crore, subject to the approval of Members of the Company at their 65th AGM.
Dividend will be paid to Members whose names appear in the Register of Members as on
Thursday, September 12, 2024 (the Record Date).
In respect of shares held in Dematerialized Form, dividend will be paid to Members
whose names are furnished by the National Securities Depository Limited (NSDL)
and the Central Depository Services (India) Limited (CDSL), as Beneficial
Owners as on the Record Date.
8. Development, Management and Operations of the Industrial Park / Information
Technology (IT) Park,
i.e. Nirlon Knowledge Park (NKP) - Goregaon (East), Mumbai and Future Outlook
Nirlon Limited is the owner of NKP, an approx. 23 acre campus in Goregaon (East),
Mumbai. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment (FDI)
Policy of the Government of India (GOI), and is an
IT Park under the Government of Maharashtra's (GOM) Policy. The current FDI Policy of
the GOI permits 100% FDI in Industrial Parks.
i. Construction, Delivery of Licensed Premises, and License Fee Commencement
The planning for the development of NKP in phases began in 2006 and construction in
April / May 2007. Currently, all 5 (five) phases of development have been completed.
Phases 1-5
A total of approx. 47.63 lakh sq. ft. area has been constructed in Phases 1-5
corresponding to approx. 30.58 lakh sq. ft. of licensable area. License fees for Phases
1-5 continued to be received by the Company through F.Y 2023-24.
Please Note:
The total constructed area of approx. 47.63 lakh sq.ft. for Phases 1-5, includes 2
(two) levels of basements in Phases 1, 2 and 3 and 1 (one) level of basement, the ground
floor (part), mezzanine and four (4) upper levels of parking in Phase 4, as well as a 10
(ten) floor (G+9) multi level car parking (MLCP) (which also has 2 (two) basements)
housing utilities,
i.e.generators, chillers, water tanks, electrical infrastructure etc. for Phases 1 and
2. Phase 5 has 3 (three) levels of basements in block B9, B10 & B11 and seven upper
levels of parking in block B11.
Further particulars are provided in Annexure 7 to this Report, i.e. Management
Discussion and Analysis.
ii. License Fees
During the Year under review, gross license fees aggregated approx. '534.79 crore (as
per Ind AS).
iii. Marketing
Phases 1-5 of NKP continues to be fully licensed (for the Quarter ended June 30, 2024)
to reputed international and Indian corporates.
The Company has always made a specific effort to license its development to
well-regarded Corporates, and the campus remains operational and functional in all
respects.
iv. Financing
a. In F.Y. 2022-23, the Company re-financed its entire HDFC debt by availing a loan of
'1,230.00 crore as a Green Loan with a sublimit of '80.00 crore by way of an Overdraft
limit from The Hongkong and Shanghai Banking Corporation Limited (HSBC).
b. The outstanding secured loan amounts as on March 31, 2024 aggregated to '1,150.00
crore (as per IGAAP).
c. The Company executed and registered a Mortgage Deed by creating a first and
exclusive charge in favour of HSBC by mortgaging the Company's immovable property, i.e.
land, buildings and structures standing on the land situate at Goregaon (East), Mumbai 400
063 as per the facility documents executed by and between the Company and HSBC.
d. Crisil Ratings has assigned CRISIL AA+/ Stable' rating to this HSBC facility
and the same rating continues till date.
9. Sustainability Initiatives
NKP provides an international quality, sustainable development that has an extensive
sylvan, traffic free central park at its core, around which buildings are thoughtfully
located to create the ambience of an urban oasis.
The NKP masterplan was created factoring various social and environmental
considerations in 2006, long before CSR and ESG were mainstream concepts.
The opportunity and challenge was to create a financially value accretive plan to
transform a defunct 23 acre factory into a global standard Office Park, while addressing
social and environmental responsibilities by retaining most of the approx. 600 old growth
trees, open spaces and reusing certain characteristic elements from the Company's
industrial heritage.
The project has prioritized sustainability from the conceptualization of the Master
Plan to detailing of individual built forms. The development gives precedence to the
primacy of its urban landscaping highlighting the retention of old, mature trees to
provide ambiance to its buildings, linking public spaces through a series of parks with
extensive green cover, prioritizing pedestrian movement over vehicular.
As part of the design, the orientation of office buildings and roads / pedestrian paths
between and around old growth trees has helped retain approx. 500 out of 600 such trees
and the Company has planted approx. 500 more.
The building and hardscape footprint has been kept to a minimum, reducing the heat
island effect allowing a better microclimate for users and better storm water management.
Buildings have also been designed to maximize natural light and energy conservation
through their orientation / layout and fagade schemes, based on careful solar path
analysis. District cooling systems, roof top insulation, low-e double glazing, natural
clay facades and reflective surfaces ensure efficient cooling of the office premises.
Treated water from the STP is reused for flushing and landscaping purposes, and OWC's
process all organic waste.
The focus on trees and plant life in NKP has also resulted in a proliferation of bird
and insect life throughout the Campus. Birds are attracted by old trees and plant species
endemic to the region. Insects are drawn by seasonally flowering plants. The resulting
symbiotic relationships keep the vegetation naturally fresh and healthy. The plant,
creeper and tree species used have been selected to complement and integrate with those
already available in the region.
The resulting unique Master Plan has allowed NKP to carve out a distinctive niche among
Mumbai's office parks, and has contributed to making the Campus a preferred destination
for its several marquee occupants and their employees.
The juxtaposition between Mumbai's daily congestion, noise and bustle outside NKP's
walls and the serenity, green open spaces and oasis like ambiance of the Campus,
consistently contribute to the satisfaction of occupiers and its approx. 25,000 daily
users. Certifications & Recent Awards:
NKP is one of first LEED Gold Core and Shell Certifications of this scale for
Phases 1 to 4
Phase 5 has achieved LEED Platinum Core and Shell Certification.
LEED Zero Water for Phases 1 to 4
TRUE Platinum Rating for Waste Management for Phases 1 to 4
WELL Health-Safety Rating for Phases 1 to 4
Winner in Green Buildings category of FICCI's 4th Smart Urban Innovation Awards,
2023
10. The Company's business plan continues to be to offer office space in NKP on a leave
and license basis only.
11. Nirlon House
The Company continues to co-own 75% undivided interest in approx. 45,475 sq.ft. of area
in the Nirlon House building in a prime location on Dr. A. B. Road, Worli in Central
Mumbai.
12. A. Property Management Functions as per the
Execution of the New Management Services Agreement (NMSA) with Nirlon Management
Services Pvt. Ltd. (NMSPL) (Related Party Transactions) w.e.f. October 1,2020 to March 31,
2024
i. Reco Berry Private Limited (Reco) of Singapore, an affiliate of GIC, the Sovereign
Wealth Fund of Singapore and Mr. Kunal Sagar, Mr. Rahul Sagar, Alfano Pte Limited and
Deltron Pte Limited (Promoters) had entered into Share Purchase and Shareholders
Agreements dated December 23, 2014 (Shareholders Agreement), pursuant to which Nirlon
Management Services Pvt. Ltd. (NMSPL) was incorporated under the provisions of the
Companies Act, 2013 effective from October 7, 2015. The Shareholders Agreement contains
various shareholder related rights and obligations and provisions pertaining to third
party transfers, transfer restrictions, antidilution rights, management of the Company,
observer appointment and veto rights. The key provisions of the Shareholders Agreement
have been incorporated in the Articles of Association of the Company which can be accessed
at the following link on the website of the Company www.nirlonltd.com.
ii. The Members' of the Company by way of an Ordinary Resolution passed at their 57th
AGM held on September 20, 2016 approved interalia execution of a Management Services
Agreement (MSA) with NMPSL (Related Party Transactions) w.e.f. October 1, 2016 to
September 30, 2020.
iii. Thereafter, the Members' of the Company, further, by way of an Ordinary Resolution
passed at their 61st AGM held on September 29, 2020 approved interalia
execution of a New Management Services Agreement (NMSA) with NMPSL (Related Party
Transactions) w.e.f. October 1, 2020 to March 31, 2024.
Please Note:
a. All interested Parties, as per law, abstained from voting on the above items.
b. The above MSA was entered into for a period of 3.5 years and its term expired on
March 31, 2024.
B. Execution of the Third Management Services Agreement (TMSA) with Nirlon Management
Services Pvt. Ltd. (Related party Transactions) effective from April 1, 2024 for a period
of 3 (three) years
The Board of Directors have, at their meeting held on March 22, 2024, approved, based
on the recommendations made by the Audit Committee of the Company, execution of the TMSA
with Nirlon Management Services Pvt. Ltd. (Related party Transactions) effective from
April 1, 2024 for a period of 3 (three) years. Accordingly, the Company has executed the
TMSA on March 29, 2024.
The Audit Committee and Board of Directors have considered the following while
approving the TMSA.
i. Confirmation Report by iVAS Partners on the proposed terms and conditions for the
related party transactions confirming that the proposed related party transactions are on
an Arm's length basis; and
ii. Confirmation from the Company's legal Advisors that as the value of the TMSA as on
execution date of does not exceed '1,000.00 crore and / or 10% of turnover of the Company
and hence, the same is not subject to the Members' approval.
iii. Since Mr. Kunal Sagar and Mr. Rahul Sagar (Sagar Brothers) are
Promoters / Directors of the Company and also members and directors of Nirlon Management
Services Pvt. ltd. (NMSPL), NMSPL would constitute a related party of the Company in terms
of Section 2(76) (iv) of the Companies Act, 2013. Further, Reco Berry Private Limited, a
company incorporated in Singapore, the Sagar Brothers, Alfano Pte Limited and Deltron Pte
Limited (collectively referred to as the Promoters) and persons acting in
concert with the Promoters, being related parties in terms of Regulation 2(1)(zb) of the
SEBI LODR, have not voted to approve the resolutions at the Board meeting.
C. Implementation / Commencement of Operations under the TMSA
Effective from April 1, 2024, the Company has been receiving various management
services from NMSPL under the TMSA as contracted.
The Shareholding Pattern of NMSPL is given below:
Class A Shares
Name of the Shareholder |
No. of Shares held |
% of Share Holding |
1. Mr. Kunal Sagar |
5,000 |
33.335 |
2. Mr. Rahul Sagar |
5,000 |
33.335 |
3. Reco Fortius Pte Limited |
5,000 |
33.33 |
Total |
15,000 |
100 |
Class B Shares
Name of the Shareholder |
No. of Shares held |
% of Share Holding |
1. Mr. Kunal Sagar |
89,100 |
50 |
2. Mr. Rahul Sagar |
89,100 |
50 |
Total |
1,78,200 |
100 |
Name of the Shareholder |
No. of Shares held |
% of Share Holding |
1. Reco Fortius Pte Limited |
3,16,800 |
100 |
Total |
3,16,800 |
100 |
Class C Shares
13. The Board & its Committees
i. Board of Directors:
As on date, the total strength of the Board of Directors of the Company consists of 6
(six) Directors including 1 (one) Independent woman Director. Of this number, 3 (three)
Independent Non-Executive Directors, including 1(one) woman Director, constitute 50% of
the total strength of the Board of Directors of the Company.
Please note that Shareholders of the Company have passed the respective Special
Resolutions at their 64th Annual General Meeting held on September 15, 2023
approving the re-appointment of:
a. Mr.Rajinder Pal Singh (DIN 02943155) (D.O.B.20.10.1951), as a Non-Executive
Independent Director of the Company for a further period of 5 (five) years effective from
May 13, 2024; and
b. Ms. Anjali Seth (DIN 05234352) (D.O.B. 25.10.1958), as a Non-Executive Independent
Director of the Company for a further period of 5 (five) years effective from May 13,
2024.
For more detail, please refer to the link https://www.
nirlonltd.com/board-committees.html
Appointment and Re-appointment of Directors at the 65th AGM
A brief resume of the Directors seeking appointment and re-appointment at the 65th
AGM is as per the details given below:
Re-appointment of Mr. Kunnasagaran Chinniah
(DIN 01590108), age 67 years, as a Nominee Director who retires by rotation
Appointment of Mr. Arjun Khullar (DIN 10671903), age 58 years, as a Nominee
Director liable to retire by rotation.
The Board recommends the appointment and re-appointment of the above Directors.
For more details, please refer to Note no.21 of the 65th AGM Notice
a. Changes in the Board during the F.Y. 2023-24
There was no change in the Board constitution during the F.Y. 2023-24 , except for the
resignation of Mr. Kunal Sagar (DIN 00388877), who resigned as a director of the Company
effective from March 22, 2024.
Please Note:
Mr. Arjun Khullar (DIN 10671903) was appointed as an Additional Nominee Director of the
Company by the Board of Directors at its meeting held on June 20, 2024.
b. The nature of each Director's expertise, and the name of company/ies where they hold
Chairmanships, Directorships and Memberships of Board / Committees and Shareholding, if
any, as stipulated under the required Regulation of the SEBI Listing Obligations &
Disclosure Requirements Regulations, 2015, are provided in this Report, and forms part of
the Notice calling the 65th AGM.
ii. Committees of the Board of Directors
a. Audit Committee
i. Mr. Rajinder Pal Singh, Chairman & NE & ID;
ii. Ms. Anjali Seth, NE & ID; and
iii. Mr. Sridhar Srinivasan, NE & ID.
b. Stakeholders Relationship Committee
i. Ms. Anjali Seth, Chairperson & NE & ID;
ii. Mr. Rajinder Pal Singh, NE & ID; and
iii. Mr. Sridhar Srinivasan, NE & ID.
c. Nomination & Remuneration Committee
i. Ms. Anjali Seth, Chairperson & NE & ID;
ii. Mr. Rajinder Pal Singh, NE & ID; and
iii. Mr. Sridhar Srinivasan, NE & ID.
d. Corporate Social Responsibility Committee
i. Mr. Sridhar Srinivasan , Chairman & NE & ID;
ii. Mr. Kunal Sagar, Promoter Director (up to March 22, 2024);
iii. Ms. Anjali Seth, NE & ID (effective from March 22, 2024); and
iv. Mr. Rahul Sagar, Executive Director & Chief Executive Officer.
e. Risk Management Committee
i. Mr. Rajinder Pal Singh, Chairman & NE & ID;
ii. Ms. Anjali Seth, NE & ID;
iii. Mr. Kunal Sagar, Promoter Director (up to March 22, 2024);
iv. Mr. Rahul Sagar, Executive Director & Chief Executive Officer; and
v. Mr. Sridhar Srinivasan , NE & ID (effective from August 12, 2024);
f. Independent Directors' Committee
i. Mr. Rajinder Pal Singh, NE & ID;
ii. Ms. Anjali Seth, NE & ID; and
iii. Mr. Sridhar Srinivasan, NE & ID.
*NE & ID means Non-Executive Independent Director
iii. Brief Roles and Responsibilities of the Board Committees
a. Audit Committee (AC)
The AC of the Board played an important role during the Year under review, including
recommending the appointment / re-appointment of, and co-ordinating with the Statutory
Auditors, Internal Auditors, Cost Auditors and other Key Managerial Personnel of the
Company.
The AC has also rendered guidance, inter alia, in the areas of corporate governance,
internal audit, finance, taxation, accounts etc.
b. Stakeholders Relationship Committee (SRC)
The SRC met regularly over the course of the Year to attend various aspects in the
interest of Members. With the compulsory dematerialisation of the Company's shares and
electronic mode of transfers, postal dispatches which led to frequent complaints have been
minimized.
As on March 31, 2024, approx. 97.72% of the Company's total paid up equity share
capital was held in Dematerialized Form, and there was no investor grievance / complaint
pending.
c. Corporate Social Responsibility Committee (CSRC)
The Board formed a Corporate Social Responsibility Committee on September 23, 2014 and
based on its recommendations the Company implemented activities under its CSR policy
during the Year under review as per the Act.
d. Nomination & Remuneration Committee (NRC)
The NRC recommends to the Board the remuneration/compensation packages of the Executive
Director and Key Managerial Personnel.
e. Risk Management Committee (RMC)
The Board formed a Risk Management Committee on September 23, 2014. During the Year
under review, this Committee has continued to fulfill its role in, inter alia,
identifying, evaluating and mitigating potential risks to the Company.
The Risk Management Committee met twice on July 14, 2023 and January 9, 2024.
f. Independent Directors' Committee (IDC)
The Company has an Independent Directors' Committee as required under the law.
For more detail on various Committees, please refer to the link/s:
i. https://www.nirlonltd.com/pdf/audit.pdf
ii. https://www.nirlonltd.com/pdf/stakeholders_ relationship.pdf
iii. https://www.nirlonltd.com/pdf/csr.pdf
iv. https://www.nirlonltd.com/pdf/nomination_ remuneration.pdf
v. https://www.nirlonltd.com/pdf/risk managementpdf
vi. https://www.nirlonltd.com/pdf/ind_directors.pdf
g. POSH Committee
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has
constituted a Committee which is responsible for redressal of complaints related to sexual
harassment. It may be noted that the Company has only 3 (three) male employees.
During the Year under review, there was no complaint received pertaining to sexual
harassment.
For more detail, please refer to the link: https:// www.nirlonltd.com/pdf/posh.pdf
14. Policies & Codes
SEBI introduced the SEBI LODR effective from December 1, 2015. The SEBI LODR provides,
inter alia, various regulations, annexures and schedules, and hence all prescribed
companies were required to comply with the SEBI LODR latest by March 31,2016.
In view of the above and to meet with these requirements, the Company made suitable
modifications to its existing polices, and also reviews the same from time to time. Your
Company is compliant with the SEBI LODR.
I. Policies
i. Determination of Materiality of Events / Information (DMEI) Policy
Aims of the DMEI Policy:
The DMEI Policy for determination of materiality of events/ information inter alia,
aims to:
a. Ensure that all investors have equal access to important information that may affect
their investment decisions;
b. Ensure that adequate and timely information is provided to investors;
c. Avoid establishment of a false market in the securities of the Company; and
d. Communicate the principles of materiality based on which the Company shall make
disclosures of events or information.
For more detail, kindly refer to the link: https://
www.nirlonltd.com/pdf/dmei_policy_mar_16. pdf
ii. Related Party Transaction (RPT) Policy
The RPT Policy is in accordance with the requirement of Regulation 23 of the SEBI LODR
and Section 188 of the Companies Act, 2013, and is intended to ensure the proper approval
and reporting of transaction/s between the Company and its Related Parties.
Aims of the RPT Policy
Inter alia, to disclose in the Financial Statements of the Company applicable
transaction/s between the Company and Related Parties, as well as policies concerning
transaction / s with Related Parties. Such transactions are appropriate only if they are
in the best interest of the Company and its shareholders.
For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/related_party_
transactionpolicy_ apr_22.pdf
iii. Whistle Blower (WB) Policy
The Company has a vigil mechanism system called the Whistle Blower Policy to deal with
instances of fraud and mis-management, if any.
Aims of the WB Policy
The WB Policy meets with the requirement of Regulation 22 of the SEBI LODR and Section
177 of the Act, and is intended to ensure that the Directors and Employees or any other
person report their genuine concerns. During the Year under review, there was no case of
whistle blowing reported.
For more detail, kindly refer to the link: https://
www.nirlonltd.com/pdf/whistle_blower_policy_
feb_21_v3.pdf
iv. Corporate Social Responsibility (CSR) Policy
The CSR Policy is in compliance, with the
Companies Act, 2013 (the Act)
Aims of the CSR Policy:
a. To formulate and recommend to the Board, a Corporate Social Responsibility Plan
which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII to the Act;
b. To recommend the amount of expenditure to be incurred on CSR activities;
c. To monitor CSR activities; and
d. To ensure that the Company spends in every financial year, at least two (2) % of the
average net profits of the Company made during the three (3) immediately preceding
financial years on prescribed CSR activities, pursuant to Section 135 of the Companies
Act, 2013 (the Act) and Companies (Corporate Social Responsibility Policy)
Rules, 2014.
v. Nomination & Remuneration (NR) Policy
The NR Policy is in compliance with Section 178(1) of the Companies Act, 2013, and
Regulation 19 read with Part D of Schedule II of the SEBI LODR.
Aims of the NR Policy:
a. To guide the Board in relation to appointment and removal of Directors and Key
Managerial Personnel;
b. To evaluate the performance of the Members of the Board, and to provide necessary
reports to the Board for further evaluation of the Board;
c. To recommend to the Board levels of remuneration / compensation payable to Directors
and Key Managerial Personnel and other related matters.
For more detail, kindly refer to the link: https://www.
nirlonltd.com/pdf/nomination_and_remuneration_ policy_ver_3.pdf
vi. Risk Management (RM) Policy
The Regulation 21 of the SEBI LODR provides applicability for a Risk Management
Committee (RMC) and Risk Management Policy for the top 1000 listed companies based on
market capitalization as at the end of the immediate previous financial year.
Aims of the RM Policy
The Company has instituted the RMC / RM Policy for better safeguarding business
continuity, operations and timely assessment of potential risk, as well as risk mitigation
and minimization procedures.
For more detail, kindly refer to the link: https:// www.
nirlonltd.com/pdf/risk_mgmt_policy_ mar_16.pdf
vii. Preservation of Documents (POD) Policy
Under Regulation 9 of the SEBI LODR, the Company is required to adopt the POD Policy.
Aims of the POD Policy
a. The POD Policy contains guidelines for identifying Documents that need to be
maintained, the period of preservation of such documents and the procedure for their
destruction / disposal;
b. This Policy aims to provide an efficient and systematic control on the periodicity
and destruction of business related documents.
For more detail, kindly refer to the link: https://www. nirlonltd.com/pdf/pod_policy_
mar_16.pdf
viii. Board Diversity (BD) Policy
The Policy sets out the approach to have diversity on the Board of the Company in terms
of thought, experience, knowledge, perspective and gender, based on applicable laws, rules
and regulations for the Company.
Aims of the BD Policy
The Company believes that a diverse Board will, amongst others benefits:
a. Enhance the quality of decision making and facilitate better business performance;
b. Encourage diversity of perspective, thereby fueling creativity and innovation;
c. Complement and expand the skills, knowledge and experience of the Board as a whole;
and
d. Provide better Corporate Governance.
For more detail, kindly refer to the link: https://www. nirlonltd.com/pdf/board_
diversity_policy.pdf
ix. POSH Policy
Aims of the POSH Policy
The Company provides an equal employment opportunity and is committed to creating a
healthy working environment that enables employees to work without fear of prejudice,
gender bias and sexual harassment. All employees of the Company are covered under the
Policy. Sexual harassment at the work place or other than work place if involving
employees is a grave offence, and is therefore, punishable. The Company has constituted a
POSH Committee.
During the Year under review, there was no complaint in this regard.
For more detail, kindly refer to the link:https://www.
nirlonltd.com/pdf/policy_on_sexual_harassment.pdf
x. Succession Policy (SP)
The Company is not required to have a SP for the following reasons:
a. A specific arrangement exists under the Management Services Agreement executed by
and between the Company and Nirlon Management Services Pvt. Ltd. (NMSPL) wherein all
services are required to be provided by NMSPL;
b. The Company has senior management to the extent required for statutory compliance
only.
Should any potential vacancy arise in (b) above, appropriate replacements will be
identified by the NRC and the Board.
xi. Dividend Distribution (DD) Policy
Regulation 43 A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Regulations) requires the top 1,000 listed entities (by
market capitalisation) to disclose a dividend distribution policy in the annual report and
on the corporate website.
The Company has its Board meeting held on June 30, 2020 adopted a DD Policy and
uploaded the same on its website. Kindly refer to the link https://www.nirlonltd.
com/pdf/dvidend%20distribution%20policy_jun_2020. pdf
Aims of the DD Policy
The Company is committed to value creation for all its stakeholders. The focus will
continue to be on sustainable returns, through an appropriate strategy for both medium and
long term value creation. Accordingly, the Board would continue to adopt a progressive and
dynamic dividend policy, addressing the immediate as well as long term perspective.
Nirlon Limited's Dividend Distribution Policy
1. Background and Applicability
Regulation 43 A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Regulations) requires the top 1000 listed companies (by
market capitalisation) to disclose a dividend distribution policy in the annual report and
on the corporate website.
Nirlon Limited was ranked at 398 out of the top 500 companies based on the market
capitalisation as on March 31, 2020 by the BSE.
The Board of Directors (Board) of Nirlon Limited (Company), at
its meeting held on June 30, 2020, adopted this Dividend Distribution Policy
(Policy) in order to comply with the above requirement as well as to establish
the parameters to be considered by the Board before declaring or recommending any dividend
keeping in view the Company's long term growth objectives from internal cash accruals.
The Company currently has only one class of shares, viz.Equity, for which this Policy
is applicable.
2. Dividend Distribution Philosophy
The Company is committed to value creation for all its stakeholders. The focus will
continue to be on sustainable returns, through an appropriate capital strategy for both
medium and long term value creation.
Accordingly, the Board would continue to adopt a progressive and dynamic dividend
policy, ensuring the immediate as well long term needs of the business.
3. Dividend
Dividend represents the profit of the Company, which is distributed to shareholders in
proportion to the amount paid- up on shares they hold. Dividend includes interim dividend.
The dividend for any financial year shall normally be paid out of the Company's profits
for that year. This will be arrived at after providing for depreciation in accordance with
the provisions of the Companies Act, 2013 and the rules thereunder (Act). If
circumstances require, the Board may also declare dividend out of accumulated profits of
any previous financial year(s) in accordance with provisions of the Act and Regulations,
as applicable.
4. Interim and Final Dividend
The Board may also declare interim dividends during a financial year. Additionally, the
Board may recommend final dividend for the approval of the shareholders at the annual
general meeting of the Company. The date of the Board meeting in which the dividend
proposal will be considered will be provided to the stock exchange/s as required by the
Regulations.
5. Circumstances under which shareholders may or may not expect Dividend
The Board will assess the Company's financial requirements, including present and
future organic and inorganic growth opportunities and other relevant factors, and declare
dividend in any financial year after taking these into account. Further, the Board shall
take into consideration the advice of the executive management of the Company and the
planned and further investments for growth apart from other parameters set out in this
Policy.
Notwithstanding the above, the Board may not declare or recommend dividend for a
particular period if it is of the view that it would be prudent to conserve capital for
the then ongoing or planned business expansion or other factors which may be considered by
the Board such as the following circumstances:
Whenever the Company undertakes or proposes to undertake a significant expansion
project requiring higher allocation of capital;
Whenever there is a need for significantly higher working capital requirements
adversely impacting free cash flow;
Whenever it undertakes any acquisitions or joint ventures requiring significant
allocation of capital; and
In the event of inadequacy of profit or whenever the Company has incurred
losses.
6. Some financial parameters and other internal and external factors that could be
considered for declaration of Dividend:
Distributable surplus available as per the Act and Regulations;
The Company's liquidity position and future cash flow needs;
Track record of dividends distributed by the Company;
Payout ratios of comparable companies;
Prevailing taxation policy or any amendments expected thereof, with respect to
dividend distribution;
Capital expenditure requirements considering expansion and acquisition
opportunities;
Cost and availability of alternative sources of financing;
Stipulations/ covenants of loan and other financing agreements;
Macroeconomic and business conditions in general;
Providing for unforeseen events and contingencies with financial implications;
and
Any other relevant factors that the Board may deem fit to consider before
declaring dividend.
7. Utilization of retained earnings
The Company shall endeavor to utilise the retained earnings in a manner which shall be
beneficial to the interests of the Company and also its shareholders. Subject to
applicable law, the Company's retained earnings shall be applied for:
Funding inorganic and organic growth needs including working capital, capital
expenditure, repayment of debt, etc.;
Buyback of shares subject to applicable limits;
Payment of dividend in future years;
Issue of bonus shares; or
Any other permissible purpose.
8. Modification of the Policy
The Board is authorised to change / amend this Policy from time to time at its sole
discretion taking into account the national or global economic conditions, Company's
growth, financial position and investment plans and / or in pursuance of any amendments
made to the Act the Regulations or any other applicable law.
9. Disclaimer
This document does not solicit investments in the Company's securities, nor is it an
assurance of guaranteed returns (in any form), for investments in the Company's equity
shares.
10. Parameters that shall be adopted with regard to various classes of shares
The Company has issued only one class of shares viz. equity shares. The parameters for
dividend payments in respect of any other class of shares will be as per the respective
terms of issue and in accordance with the applicable law, and will be determined, if and
when the Company decides to issue such other classes of shares.
11. Conflict in Policy
In the event of any conflict between this Policy and the provisions contained in the
Act and/or the Regulations, the Act and /or the Regulations shall prevail.
II. Codes
i. Code for fair disclosure of unpublished price sensitive information and Policy for
determination of legitimate purposes
The Board earlier adopted the internal Code of Conduct (ICCPIT) for
Regulating, Monitoring and Reporting of Trades under the SEBI (Prohibition of Insider
Trading) Regulations, 2015 (PIT) and the same was effective from June 20, 2015.
Thereafter, the PIT Regulations were amended, and the ICCPIT was amended suitably.
Aims of the ICCPIT
It is mandatory under the SEBI LODR, that every listed entity should have a framework
to avoid insider trading and abusive self- dealing.
Further, Regulation 8 (1) of the PIT Regulations, 2015 mandates that listed companies
formulate and display on their website a code of practices and procedures for fair
disclosure of unpublished price sensitive information by adhering to the principles as set
out in the Regulations. The principles of fair disclosure are also a part of ICCPIT, and
the Company is compliant in this regard.
For more detail, kindly refer to the link: https://
www.nirlonltd.com/pdf/iccpit_jun_20.pdf
ii. Code of Conduct for Board Members and Designated Employees (CCBE)
The SEBI LODR 2015 provides specific regulation with respect to the CCBE. The CCBE
originally adopted by the Board was amended suitably.
Aims of CCBE
The CCBE envisages that the Board and Designated Employees must act within the
boundaries of the authority conferred upon them, and with a duty to comply with the
requirements of applicable laws,while discharging their duties and responsibilities. The
principles prescribed in the CCBE are general in nature, and lay down broad standards of
compliance and ethics, as required by Regulation 17 (5) (a) and 26 of the SEBI LODR, 2015.
The Board and Designated Employees shall also refer to other applicable policies and
procedures of the Company for specific instructions and guidelines, which are to be read
in conjunction with the CCBE.
For more detail, kindly refer to the link:https://
www.nirlonltd.com/pdf/ccbe_nov_18_v1.pdf
iii. Code of Conduct for Independent Directors (CCID)
The Board adopted the Code of Conduct for Independent Directors (CCID) and the same was
effective from November 13, 2014. As the SEBI LODR provides specific regulation with
respect to the CCID, the CCID originally adopted by the Board was amended suitably.
Aims of the CCID
To provide guidance for the professional conduct of Independent Directors (IDs) of the
Company in order to adhere to desired standards by the IDs, and for fulfillment of their
responsibilities in a professional and faithful manner, so as to promote confidence in the
investment community, particularly stakeholders, regulators etc.
For more detail, kindly refer to the link:https://
www.nirlonltd.com/pdf/ccid_mar_16.pdf
15. i. Annual Evaluation by the Directors
Pursuant to the provisions of the Companies Act, 2013 read with the rules issued
thereunder and the SEBI Listing Obligations & Disclosure Requirements Regulations,
2015 (including any statutory modification(s) or re-enactment(s) for the time being in
force), the process for evaluation of the annual performance of the Directors, Board and
various Committees was carried out.
Regulation 17 of the SEBI Listing Obligations & Disclosure Requirements
Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation
framework.
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual Directors.
The Independent Directors at their separate meeting held on March 22, 2024 reviewed the
performance of Non- Independent Directors, the Board as a whole and the Chairperson of the
Company. This was done after taking into account the views of Executive Director and Non-
Executive Directors, as well as evaluating the quality, quantity and timeliness of flow of
information between the Management and the Board necessary for the Board to effectively
and reasonably perform its duties.
This evaluation covered various aspects of the Board's functioning such as adequacy of
the composition of the Board and its Committees, execution and performance of specific
duties, obligations and governance.
ii. Familiarization Programme for Independent Directors:
The Company's Board is diverse with Independent Directors (IDs), who are highly
qualified with rich experience. IDs had / have been associated with various Government
agencies and departments, and have been associated with various corporate and business
organizations including the Company. They are familiar with the Company's business
activities. Moreover, the Company provides them updates by providing a regular brief on
the operations as well making suitable arrangements for visits by the Independent
Directors to the NKP site.
For more detail, kindly refer to the link: https://
www.nirlonltd.com/pdf/reg_46_pdf/famil_prog_ids_ fy_2023_24.pdf
iii. Declaration by and Tenure of the Independent Directors (IDs)
All IDs have given declarations that they meet the criteria of independence, and are
not disqualified to act as IDs as laid down under Section 149(6) of the Act and the
relevant regulation of this SEBI LODR.
Letters of appointment / re-appointment were issued to IDs and the same were uploaded
on the Company's website. For more detail, kindly refer to the links:
https://www.nirlonltd.com/pdf/20242025/re_appt_
letter_mr_rajinder_pal_singh_may_2024.pdf
https://www.nirlonltd.com/pdf/20242025/re_appt_
letter_ms_anjali_seth_may_2024.pdf
https://www.nirlonltd.com/pdf/appt_letter_mr_ sridhar_srinivasan_sep_2020.pdf
The Board of Directors of the Company have confirmed that the Independent Directors
meet with the Criteria as laid down under the Companies Act, 2013 and the SEBI LODR, 2015.
iv. Directors' Responsibility Statement
To the best of your Directors' knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following Statements in terms
of Section 134 (3) (c) and 134 (5) of the Act:
a. that in the preparation of the Annual Financial Statements for the Year ended March
31, 2024 the applicable accounting standards have been followed along with proper
explanations relating to material departures, if any;
b. that the Directors have selected such accounting policies as mentioned in Notes to
the Financial Statements and have 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, 2024, and of the Profit of the Company for the
Year ended on that date;
c. that the Directors 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. that the Directors have prepared the annual Financial Statements on a going concern
basis;
e. that the Directors have laid down proper internal financial controls to be followed
by the Company, and that such internal financial controls are adequate and were operating
effectively; and
f. that the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws, and that such systems were adequate and operating
effectively.
v. Number of Board, Audit and other Committee Meetings
A calendar of Meetings is prepared and circulated in advance to Directors. During the
Year, six (6) Board Meetings, five (5) Audit, four (4) Stakeholders Relationship, two (2)
Risk, one (1) Nomination and Remuneration, six (6) Corporate Social Responsibility
Committee and one (1) Independent Directors' Meetings were convened and held.
The details of these Meetings are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
A separate meeting of Independent Directors', pursuant to Section 149 (7) read with
Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 was held on March 22, 2024.
16. Promoters & Key Managerial Personnel
a. Promoters
i. Mr. Kunal Sagar
ii. Mr. Rahul Sagar
iii. Mrs. Rajani M. Bhagat
iv. Reco Berry Private Limited (w.e.f. April 28, 2015)
b. Key Managerial Personnel
i. Mr. Rahul Sagar, Executive Director & Chief Executive Officer
ii. Mr. Jasmin K. Bhavsar, Company Secretary & Vice President (Legal) &
Compliance Officer
iii. Mr. Manish B. Parikh, Chief Financial Officer & Vice President (Finance)
There was no change in the Key Managerial Personnel of the Company during the F.Y
2023-24.
17. Loan, Guarantees, Security & Investment
The Company has not made any loan, or given any guarantee, or provided security to any
person, and has not made any investment that attracts the provisions of Section 186 of the
Companies Act, 2013, during the F.Y. 2023-24.
18. Borrowing from Directors
The Company has neither borrowed money from Directors nor relatives of Directors during
the F.Y. 2023-24.
19. Disclosure of loans and advances in the nature of loans to firms / companies in
which Directors / Promoters / KMPs are interested
The Company has neither given any loans nor advances in the nature of loans to firms /
companies in which Directors / Promoters / KMPs are interested during the F.Y. 2023-24.
20. Holding, Subsidiary & Associate Company
By virtue of the notification of the relevant provisions of the Companies (Amendment)
Act, 2017 on February 9, 2018, it has been clarified that for the purpose of the
definition of the term 'holding company', the expression 'company' will also include a
'body corporate'.
The term 'body corporate' includes a company incorporated outside India. Accordingly,
the purview of the definition of the term 'holding company' has now been extended to
companies incorporated outside India as well.
In view of the above amendment, Reco Berry Pvt. Ltd. is the holding company of Nirlon
Limited for the purposes of the Act.
Save and except the above, the Company is not a holding, a subsidiary, or an associate
company of any company and vice versa.
21. Fixed Deposits & Debentures
The Company has neither accepted, nor invited any fixed deposits during the F.Y under
review.
The Company has also not issued any debentures during the Financial Year under review.
22. Transfer of any amount to the Investor Education and Protection Fund (IEPF)
There is no amount lying with the Company as unpaid / unclaimed with respect to
any debenture redemption amount and / or fixed deposit, and / or any outstanding interest
thereon.
As on March 31, 2024, the following amounts are outstanding under unclaimed /
unpaid dividend accounts maintained with HDFC Bank Ltd.
Dividend for the F.Y. |
Unclaimed/ unpaid Dividend accounts Outstanding amounts with the Bank
(In ') |
2016-17 |
15,80,550.75 |
2017-18 |
15,84,952.50 |
2018-19 |
15,99,495.00 |
2019-20 |
16,02,144.25 |
2020-21 |
1,51,92,802.00 |
Interim Dividend (F.Y2021-2022) |
1,13,83,698.00 |
2021-22 |
88,27,311.00 |
Interim Dividend (F.Y.2022-2023) |
1,00,40,721.00 |
2022-23 |
89,48,623.00 |
Interim Dividend (F.Y.2023-24) |
94,44,693.00 |
Please note:
> The Company has already transferred the unclaimed / unpaid Dividend amounts for
the F.Y. 2015-16 to the IEPF as required under the Companies Act and the IEPF Rules.
> The Company has also transferred Shares on which dividends are unclaimed / unpaid
dividend amounts for the seven (7) consecutive years commencing from the F.Y. 2015-16 to
the IEPF as required under the Companies Act and the IEPF Rules.
> The Company will be required to transfer the unclaimed / unpaid dividend amounts
declared by the Company for the F.Y. 2016-17 to the IEPF.
> The Company will also be required to transfer Shares on which dividends are
unclaimed / unpaid dividends for the seven (7) consecutive years commencing from the F.Y.
2016-17 to the IEPF.
> Concerned Members/Claimants are requested to claim their respective dividends from
the Company on or before Monday, November 4, 2024.
For more details please refer to Note no. 12 of the 65th AGM Notice.
23. Authorized Share Capital, Paid up Capital & Listed Capital of the Company
i. The Authorized Share Capital
'150,00,00,000.00 divided into 15,00,00,000 equity shares of '10.00 each
ii. The Paid up Share Capital
'90,11,80,400.00 divided into 9,01,18,040 equity shares of '10.00 each.
The Company's paid up share capital is listed on the BSE Limited with the Security Code
500307 with ISIN INE910A01012.
iii. Buy Back of Securities
The Company has not bought back any of its securities during the Year under review.
iv. Sweat Equity
The Company has not issued any Sweat Equity Shares during the Year under review.
v. Bonus Shares
No Bonus Shares were issued during the Year under review.
vi. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to its employees.
24. Fraud Reporting
During the Year under review, there was no fraud reported.
25. Internal Financial Controls
Adequate internal financial controls with reference to the Financial Statements were in
place.
During the Year under review, such controls were tested and no reportable material
weakness in design or operation was observed.
26. Risk Management
Pursuant to section 134 (3) (n) of the Companies Act, 2013, The Company has developed
and implemented a Risk Management Policy which identifies major risks which may pose a
serious threat for the Company.
Risk mitigation processes and measures have also been formulated and clearly spelt out
in the Risk Management Plan / Policy.
27. The details of difference between amount of the valuation done at the time of a
one-time settlement and the valuation done while taking a loan from Banks or Financial
Institutions, along with the reasons thereof during the F.Y. 2023-24 and the date of the
Directors' Report
There was no instance of one-time settlement with any Bank or Financial Institution.
28. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the Year along with the status as at the end of
the F.Y. 2023-24
There is no application made, or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
29. Related Party Transactions
The Company had the following related party transactions during the F.Y 2023-24:
i. The payment of Managerial remuneration to Mr. Rahul Sagar, Executive Director &
Chief Executive Officer and KMPs of the Company;
ii. Recovery of CAM from Manisha Trading and Investment Pvt. Ltd.;
iii. Payment of dividend declared by Members of the Company; and
iv. Obligations under the Management Services Agreement (MSA), leave and license
agreement and fees payable to Nirlon Management Services Pvt. Ltd. (NMSPL).
Please Note: The transactions in (iv) above were already approved by Shareholders of
the Company at their 61st AGM held on September 29, 2020 effective from October
1, 2020 to March 31, 2024.
None of the Directors of the Company has received any Commission from the
Company.
None of the Directors and Key Managerial Personnel, save and except as stated
above, has any a pecuniary relationship or transactions vis-a-vis the Company.
As required by the Companies Act, 2013, complete details of all related party
transactions are provided for in Form AOC-2 attached as Annexure 5A to this Report.
Related Party Disclosures under part A in Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, are attached as Annexure 5B to
this Report.
30. Details of Significant & Material Orders Passed by the Regulators or Courts or
Tribunals impacting the Going Concern Status & the Company's Operations in Future
There are no material orders passed by Regulators / Courts which would impact the going
concern status of the Company and its future operations.
31. Spending on the Corporate Social Responsibility Programme
With respect to the F.Y 2023-24, two (2) % of the average net profits of the Company
made during the three (3) preceding financial year amounted to '399.68 lakh.
The Company has already spent '421.41 lakh during the F.Y. 2023-24 under Section 135 of
the Companies Act, 2013 and applicable rules made thereunder.
32. Intellectual Property Rights
The Company's trade mark / service mark, logo/s, and copyrights are registered and
protected under the respective statutes.
33. Auditors
i. Statutory Auditors' & their Report
Members of the Company at their 64th AGM held on September 15, 2023
appointed SRBC & Co LLP, Chartered Accountants, Mumbai (registration number 324982E /
E300003) as the Statutory Auditors of the Company to hold office from the conclusion of
the 64th AGM until the conclusion of the 69th AGM to conduct audits
from the F.Y. 2023 -24.
The Board, based on the recommendation of the Audit Committee has fixed the
remuneration of the Statutory Auditors' for the F.Y 2023-24.
ii. Auditors' Report
a. The observations made by the Auditors in the Report referring to Notes forming part
of the Accounts are self-explanatory, and therefore do not require any further comments
under Section 134 (3) (f) of the Companies Act, 2013.
b. There is no qualification in the Audit Report and a certificate to that effect is
attached to this Report as Annexure 1.
iii. During the F.Y. 2023-24, the Company paid '51.38 lakh (being the total fees paid
for all services on a consolidated basis to the Statutory Auditors of the Company
including out of pocket expenses) i.e. '25.00 lakh towards Statutory Audit fees, '19.50
lakh towards Quarterly Limited Reviews, '6.50 lakh towards the Tax Audit and '0.38 lakh
towards out of pocket expenses.
iv. The Company has not paid any fees to the Network Firms of the Statutory Auditors of
the Company during the F.Y. 2023-24.
v. Internal Auditors
KPMG Assurance & Consulting Services LLP have been appointed as the Internal
Auditors of the Company by the Board for the F.Y. 2024-25 based on the recommendation of
the Audit Committee.
vi. Secretarial Auditors & Secretarial Audit Report
a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
appointed Alwyn Jay & Co., a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year 2024-25.
b. There is no qualification in the Secretarial Audit Report.
The Secretarial Audit Report for the F.Y. 202324 is annexed as Annexure 2.
vii. Cost Auditors & Cost Audit Records
The Companies (Cost Records and Audit) Rules, 2014 read along with Companies (Cost
Records and Audit) Amendment Rules, 2014, specifies criteria for specified industries
which are required to maintain cost records and get them audited.
The Company's business as an Industrial Park is covered under Clause 5 (a) of Schedule
VI of the Companies Act, 2013 and its turnover is also in excess of '100.00 crore. It is,
therefore, required to maintain cost records which should be audited by a practicing Cost
Auditor.
a. In view of the above provisions of the Act, the Board, based on the recommendation
of the Audit Committee, has approved the appointment and remuneration of Vinay Mulay &
Co., Mumbai to conduct the audit of the cost records of the Company for the financial year
ending March 31, 2025.
b. In accordance with the provisions of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditor as
recommended by the Audit Committee and approved by the Board of Directors, has to be
ratified by Members of the Company.
Accordingly, the consent of Members is sought for passing an Ordinary Resolution, as
set out at Item no.5 of the Notice, for ratification of the remuneration payable to the
Cost Auditor for the financial year ending March 31, 2025.
34. Conservation of Energy, Technology Absorption & Foreign Exchange Earning and
Outgo
As required under Section 134 (3) (m) of the Companies Act, 2013 read with read with
Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to the
conservation of energy, technology absorption and foreign exchange earnings and outgo were
as under:
a. The Company has no manufacturing activities relating to conservation of energy.
b. i. Research and development expenditure as the same is not applicable.
ii. The Company has no activity relating to technology absorption and innovation.
c. The Company has incurred '2.13 lakh towards travel expenses in foreign currencies,
and the Company has no foreign exchange earnings.
d. The Company has incurred professional fee expenses in foreign currency aggregating
to '57.57 lakh.
35. Details of Appointment & Remuneration of Managerial Personnel and Top 10
Employees
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of Managerial Personnel and Top 10 Employees of the Company forms a part of
this Report as Annexure 3.
Please Note:
During the F.Y. 2023-24, there were 3 (three) employees and all were Key
Managerial Personnel
i.e. Executive Director & Chief Executive Officer, Company Secretary and Chief
Financial Officer.
36. Remuneration Ratio of the Directors / Key Managerial Personnel / Employees
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Managerial Personnel, Directors and Employees of the Company is furnished in Annexure 4.
37. Corporate Governance Disclosure
The Company adheres to the principles of Corporate Governance mandated by the SEBI
under SEBI LODR (as applicable), and has complied with all mandatory requirements. The
non-mandatory requirements have been complied with to the extent practical and applicable.
A separate section on Corporate Governance, Annexure 6 to this Report, and a
certificate from Alwyn Jay & Co., the Practicing Company Secretaries confirming
compliance with Corporate Governance requirements as applicable, form a part of this
Report as Annexure 6.
38. Management Discussion and Analysis
Details are provided in Annexure 7 and form a part of this Report.
39. Annual Return
Pursuant to Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return
as on March 31, 2024 in Form No.MGT-7 is available on the Company's website and can be
accessed at the web link: https://www.nirlonltd. com/pdf/20242025/form_mgt7_fy_2023_24.pdf
40. Share Transfer Agent (STA)
The Company appointed Link Intime India Pvt. Ltd., as its Share Transfer Agent (the
STA). The Register of Members, Annual Returns etc. are maintained by the STA
at their Registered Office situate at C 101,247 Park, L B S Marg, Vikhroli (West), Mumbai
400 083 and / or at such other place/s within the city of Mumbai where the STA may have
their office from time to time.
41. Enhancing Shareholders / Members Value
Your Company believes that its Members are among its most important stakeholders.
Accordingly, your Company's operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the Company's productive asset and resource base and nurturing its
overall corporate reputation.
Your Company is also committed to creating value for its other stakeholders by ensuring
that its corporate actions positively impact socio-economic factors, and contribute to
sustainable growth and development.
42. Secretarial Standards
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards, issued by the Institute of Company Secretaries of
India (ICSI), and such systems are adequate and operating effectively.
43. Business Responsibility & Social Reporting (BRSR)
The BRSR is provided in Annexure 8 to this Report.
44. Tribute to the Late Mr. Moosa Raza, retired (IAS), Padma Bhushan (the Company's
former Chairman)
The Board was informed of the sad passing away of Mr. Moosa Raza on May 8, 2024 in
Chennai. He was 87.
Mr. Raza joined Nirlon's Board in July 18, 1996 at the height of the Company's
difficulties while under the BIFR. He took over as Chairman in the year 2001. Thereafter
he continued as the Chairman of the Company till September 30, 2020.
During his tenure of 25 (twenty five) years he oversaw the transformation of the
Company from a chronically loss making sick industrial unit to a consistently profitable
and Real Estate entity. This was achieved initially through the successful implementation
of the BIFR sanctioned rehabilitation scheme until its discharge from the purview of the
SICA in October 6, 2006, and subsequently through the development of the NKP IT Park at
the Company's erstwhile factory location in Goregaon.
The Board placed on record their sincere condolences to his family, while appreciating
his long standing and continuous contributions to the Company during his tenure as
Chairman of the Company, especially during the Company's difficult times while under the
BIFR.
45. Acknowledgements
Your Directors record their appreciation for the services rendered by KMPs. They
acknowledge and record their appreciation for the co-operation and assistance rendered by
The Hongkong & Shanghai Banking Corporation Ltd., Banks, and various Government
authorities at State and Central levels.
Your Directors thank all stakeholders for their continued support. Directors would also
like to place on record their sincere appreciation for the co-operation received from the
RBI, SEBI, BSE Limited, CDSL, NSDL, SHCIL, MCGM and all other statutory and / or
regulatory bodies.
For and on behalf of the Board of Directors |
|
Nirlon Limited |
|
Sd/- |
Sd/- |
Anjali Seth |
Rahul Sagar |
Director |
Executive Director & C.E.O. |
DIN:05234352 |
DIN:00388980 |
Mumbai, August 12, 2024 |
|