Your Directors have pleasure in presenting the 42nd (Forty Second) Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financial year ended31st March, 2025.
The financial performance of the Company for the financial year ended 31st March, 2025 as compared to theprevious year is summarized below:
(Rs. in Lakhs)
Particulars
Current Year
Previous Year
Total Revenue
15447.84
15,309.07
Expenditure (excluding Depreciation and Amortization)
13564.11
13,358.28
Earnings before Depreciation and Taxes
1883.73
1,950.78
Depreciation and Amortization
207.16
169.27
Earnings before Taxes
1676.57
1781.51
Tax expenses including Deferred tax
435.37
332.00
Profit after Taxes
1241.21
1212.85
Add : Balance brought forward from previous year
4468.90
3290.30
Add : Other Comprehensive Income
0.79
4.31
Add : Adjustment of prior years
-
Less : Dividend (Including Dividend Tax)
(154.24)
(38.56)
Balance carried to Balance Sheet
5556.66
During the year under review, your Company has registered a Turnover of Rs.15057.38 Lakhs as againstRs. 14,874.77 Lakhs in the previous year. The Profit before taxes in the current year is Rs.1676.57 Lakhsas against Rs. 1,544.86 Lakhs in the previous year and profit after taxes are Rs.1241.21 Lakhs as againstRs. 1,212.85 Lakhs in the previous year.
Cash and cash equivalents as at 31st March, 2025 was Rs.9.14 Lakhs. The Company continues to focus onjudicious management of its working capital. Receivables, inventories and other working capital parameterswere kept under strict check through continuous monitoring.
During the year under review, the paid-up Equity Share Capital as on March 31, 2025 is Rs. 257.07 Lakhscomprising of 51,41,330 shares with the face value of Rs. 5/- per share.
During the year under review, the company has not issued shares with the differential voting rights nor hasgranted any stock options or sweat equity.
Your Directors recommended a dividend Rs. 3/- per equity share for the financial year ended 31st March, 2025.The dividend payout is subject to approval of members at the ensuing Annual General Meeting.
The dividend will be paid to members whose name appear in the Register of Members as on 25th August, 2025in respect of shares held in dematerialized form, it will be paid to members whose names are furnished byNational Securities Depository Limited and Central Depository Services (India) Limited as beneficial ownersas on that date.
During the year under review, the Company does not propose to transfer any amount to the General Reserveof the Company. During the year under review the Company the Company transferred Rs.1242.00 Lakhs toRetained Earning.
Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances,Guarantees and Investments are provided as part of the financial statements.
The Company doesn't have any Subsidiary, Joint Venture or Associate Company and hence doesn’t require anyreporting for the same.
Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules,2014, Form AOC-1 is annexed to this report as ‘Annexure I”
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulateda Policy on Related Party Transactions. The Policy can be accessed on the Company's website atwww.nitincasting.com. During the year under review, all related party transactions entered into by theCompany, were approved by the Audit Committee and were at arm’s length and in the ordinary course ofbusiness. Prior omnibus approval is obtained for related party transactions which are of repetitive nature andentered in the ordinary course of business and on an arm’s length basis. During the year under review therewere no material related party contracts entered into by the Company requiring shareholders’ approval.
There were no materially significant Related Party Transactions made by the Company during the year thatwould fall under the scope of Section 188 of the Company Act, 2013. Disclosure in Form AOC-2 in terms ofSection 134(3) (h) of The Companies Act, 2013 is annexed as "Annexure II”.
There has been no change in the nature of business during the year under review.
The Company operates only in a single segment i.e. Alloy Products.
During the year under review, the Company has not accepted deposits covered under Sections 73 of theCompanies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, theCompany has made necessary disclosures and reporting as required in respect of details relating to deposits.
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies(Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2025, is placed on thewebsite of the Company at www.nitincastings.com.
Company has established Internal Financial Control over financial reporting in current Financial Year2024-25.
• Four (4) Board Meetings were held during the Financial Year 2024-25. The details of the Board meetingsand the attendance of the Directors are provided in the Corporate Governance Report which is annexedherewith.
• Four (4) Audit Committee Meetings were held during the Financial Year 2024-25. The details of the AuditCommittee Meetings and the attendance of the Directors are provided in the Corporate GovernanceReport which is annexed herewith.
• One (1) Nomination & Remuneration Committee Meeting was held during the Financial Year 2024-25.The details of the Nomination & Remuneration Committee Meetings and the attendance of the Directorsare provided in the Corporate Governance Report which is annexed herewith.
• One (1) Stakeholders Relationship Committee Meeting was held during the Financial Year 2024-25. Thedetails of the Committee Meeting and the attendance of the Directors are provided in the CorporateGovernance Report which is annexed herewith.
• One (1) Independent Directors Committee Meeting was held during the Financial Year 2024-25. Thedetails of the Committee Meeting and the attendance of the Directors are provided in the CorporateGovernance Report which is annexed herewith.
The details of attendance of Directors at the Board Meeting and Members at the Committee Meetings aredisclosed under Corporate Governance section of Annual Report.
During the year, no new appointment was made on the Board of the Company.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship ortransactions with the Company, other than the sitting fees.
Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Company's Articles of Association,Mr. Nipun Kedia, Executive Director of the Company (DIN: 02356010), retires by rotation and, being eligible,offers himself for re-appointment.
All the Independent Directors of the Company have given declarations that they meet the criteria ofindependence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinionof the Board, there has been no change in the circumstances which may affect their status as IndependentDirectors of the Company and the Board is satisfied of the integrity, expertise, and experience of all IndependentDirectors on the Board.
Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules, 2014 as amended w.e.f.1st December, 2019, all Independent Directors of the Company viz. have registered themselves in theIndependent Directors databank maintained with the Indian Institute of Corporate Affairs (IICA). In theopinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertiseand experience including the proficiency required to discharge the duties and responsibilities as Directors ofthe Company.
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articlesof Association of the Company, Mr. Nipun Kedia (DIN: 02356010) is liable to retire by rotation at the ensuing42nd Annual General Meeting and being eligible, has offered himself for re-appointment. His re-appointmentis being placed for your approval at the ensuing 42nd Annual General Meeting.
Pursuant to Section 134 (5) of the Companies Act, 2013 ("the Act"), Directors of your Company confirm that:
i in the preparation of the annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;
ii your Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31, 2025 and its profit for the year ended on that date;
iii your Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
iv your Directors have prepared the Annual Accounts for the financial year ended March 31, 2025 on agoing concern basis;
v your Directors have laid down internal financial controls which are followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and
vi your Directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
Pursuant to the provisions of Section of 134 (3) (p) of The Companies Act, 2013 and Rule 8 (4) ofthe Companies(Accounts) Rules an annual performance evaluation was carried out by the Board of its own performance,Directors individually and Committees of the Board. Performance evaluation of the Board and Committees wasdone by the Board after seeking inputs from all Directors, inter-alia covering different criteria viz, adequacyand composition of the Board, quality of deliberations, transparency, effectiveness of Board procedures, andobservance of governance and contributions of Directors at Board and Committee meetings. In evaluatingthe performance of Individual Directors, criteria such as leadership qualities, qualifications, responsibilitiesshouldered, analytical skills, knowledge, participation in long-term strategic planning, inter-personalrelationships and attendance at meetings was taken into consideration. In compliance with Regulation17(10) of the Listing Regulations, 2015, the Board carried out performance evaluation of IndependentDirectors without the participation of the Director being evaluated. The performance evaluation was carriedout based on parameters such as, initiative, contributions, independent judgement, understanding thebusiness environment and understanding of strategic issues. Independent Directors are a diversified groupof recognised professionals with wide horizon of knowledge, competence and integrity who express theiropinions freely and exercise their own judgements in decision-making.
The Audit Committee consists of the following members as on March 31, 2025:
Sr. No.
Name
Category
1
Mr. Arvind B. Jalan
Chairperson
2
Ms. Jayaprakash Preethi
Member
3
Mr. Nipun N. Kedia
During the year under review, the Board has accepted all the recommendation of the Audit Committee.
The details terms of reference, meetings of committee, attendance of members at Committee meetings areavailable in the Corporate Governance Report and forms part of this Annual Report.
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors, employeesand its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violationof the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards againstvictimization of employees and provides for direct access to the Chairman of the Audit Committee. The sameis also available on the website of the Company at www.nitincastings.com.
In compliance with the provisions of Companies Act, 2013, your Company has 'Nomination & RemunerationCommittee’ with scope and functions as stipulated under the Companies Act, 2013 and SEBI (LODR)Regulations.
The Nomination and remuneration Committee consists of the following members as on March 31, 2025.
Mr. Chintan Tarun Rambhia
The terms of reference, meetings of Committee, attendance of members at Committee meetings are availablein the Corporate Governance Report and forms part of this Annual Report.
Your Company has 'Stakeholders Relationship Committee' with enhanced scope and functioning. TheStakeholders Relationship Committee consists of the following members as on March 31, 2025.
The terms of reference, meetings of committee, attendance of members at Committee meetings are availablein the Corporate Governance Report and forms part of this Annual Report.
During the year under review i.e., for the Financial Year 2024-25; the Company has made contribution towardsthe Corporate Social Responsibility activities.
The Company has a Policy on Corporate Social responsibility (CSR) duly approved by the Board and thesame has been hosted on Company's website at https://www.nitincastings.com statutory documents andinformation.pdf.
The detailed report on CSR is enclosed as "Annexure-III” to the report.
The company has developed and implemented Risk Management Policy consistent with the provisions of theAct and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elementsof risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved.
M/s. Jhunjhunwala Jain & Associates LLP, Chartered Accountant, Mumbai, (FRN # 113675W/W100361), haveconveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmationthat, their appointment, if made by the members, would be within the limits prescribed under the CompaniesAct, 2013.
The requirement to place the matter relating to appointment of Auditors for ratification by Members at everyAnnual General Meeting was omitted vide notification dated 7th May, 2018, issued by the Ministry of CorporateAffairs. Accordingly, no resolution is proposed for ratification of the appointment of Auditors in the ensuingAGM of the Company.
The Auditors' Report on Financial Statements for the year ended 31st March, 2025 forms part of this AnnualReport. Notes to the Financial Statements are self-explanatory and do not call for any further comments.
The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the CompaniesAct, 2013 (including any statutory modification(s) or re-enactment for the time being in force).
Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014; the Board of Directors had appointed Ms. KalaAgarwal, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the FinancialYear ended March 31, 2025. The Secretarial Audit Report is annexed as "Annexure IV”.
There were no frauds which are reported to have been committed by Employees or Officers of the Companyduring the year.
The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure V" to this Report.
The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listingfees to the Stock Exchange till date.
None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The details in terms of sub - section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of thisReport as "Annexure VI".
A report on Corporate Governance along with a Certificate from M/s. Jhunjhunwala Jain & Associates LLP,Chartered Accountants in practice, regarding compliance of the requirements of Corporate Governance asper Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in aseparate section forming part of the Annual Report. The Auditors’ Certificate for the financial year 2024-2025does not contain any qualification, reservation or adverse remark.
The Company has always been socially conscious corporate, and has always carried forward all its operationsand procedures following environment friendly norms with all necessary clearances.
Your Company has taken the following steps towards environment and Ecological balance in manufacturingof Castings.
Continuous plantation activities in and around the Factory as usual has helped in keeping the environmentpollution free.
The Company has taken all possible measures for the conservation of energy by undertaking melting operationsin consolidated and economical lot sizes for optimum utilizations of furnace.
The information regarding the foreign exchange earnings and outgo is contained in the Note No. 43 in theNotes to Account section.
No significant and material orders were passed by the Regulatory Authorities or the Courts or Tribunals thatmay have an impact on the "Going Concern Status" and Company's Operations in the future.
The Company is committed to uphold and maintain the dignity of Women Employees. An Internal ComplaintsCommittee has been formed for each location of the Company under the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a broad and comprehensivepolicy in place to deal with any such situation. The Policy is available on the website of the Company atwww.nitincastings.com.
No case of Sexual harassment was reported to the Internal Complaints Committee during the year underreview.
There were no reportable material changes or commitment, occurred between the end of the Financial Yearand the date of this report, which may have any effect on the financial position of the Company.
The Company has complied with the applicable Secretarial Standards during the Financial Year 2024-25.
During the year there were no application made or any proceeding pending under the Insolvency andBankruptcy Code, 2016.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate tradingin securities by the Directors and designated employees of the Company. The Code requires pre-clearancefor dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directorsand the designated employees while in possession of unpublished price sensitive information in relationto the Company and during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All the Directors and the designated employees have confirmed compliance withthe Code.
Your Company has adopted a Code of Conduct applicable for all Directors and Senior Management of theCompany which is in consonance with the requirements of Listing Regulations. The said code is availableon the website of the Company. All the Directors and Senior Management Personnel of the Company haveaffirmed compliance with Code of Conduct of the Company for the year ended 31st March, 2025. A declarationto this effect signed by Managing Director forms part of this Report.
The Directors express their deep gratitude and thanks Central and State Governments as well as their respectiveDepartments and Development Authorities connected with the business of the Company, contractors andconsultants and also Banks, Financial Institutions, Shareholders and Employees of the Company for theircontinued support and encouragement and look forward for the same in future.
DIN:00050749 DIN: 00050769