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N K Industries Ltd

BSE Code : 519494 | NSE Symbol : NKIND | ISIN:INE542C01019| SECTOR : Edible Oil |

NSE BSE
 
SMC down arrow

32.30

-1.50 (-4.44%) Volume 280564

30-Nov-2021 EOD

Prev. Close

33.80

Open Price

32.15

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 34.10 - 32.15

52 wk High/Low 48.00 - 16.20

Key Stats

MARKET CAP (RS CR) 19.41
P/E 0
BOOK VALUE (RS) -828.3758428
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK -0.0389919627434119
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%) 89.34
4

News & Announcements

24-Nov-2021

N K Industries Ltd - NK Industries Limited - Loss of Share Certificates

27-Oct-2021

N K Industries reports consolidated net loss of Rs 0.33 crore in the September 2021 quarter

23-Oct-2021

NK Industries to declare Quarterly Result

20-Sep-2021

N K Industries Ltd - NK Industries Limited - Resignation

23-Oct-2021

NK Industries to declare Quarterly Result

02-Aug-2021

NK Industries to hold AGM

21-Jul-2021

NK Industries to hold board meeting

26-May-2021

NK Industries to announce Quarterly Result

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Agro Tech Foods Ltd 500215 ATFL
Akash Agro Industries Ltd 530691
Alpine Industries Ltd 519012 ALPINEIND
Ambar Protein Industries Ltd 519471
Ambik Proteins Ltd 519240
Ambuja Agro Industries Ltd 519164
Amrit Banaspati Company Ltd 531728
Anjani Solvents India Ltd 526377
Arti Agro Industries Ltd 519301
Asha Agro Industries Ltd 526309
Ashiana Agro Industries Ltd 519174
Atlas Soya Proteins Ltd 519067
AVI Industries Ltd (Wound-up) 519467
AVT Natural Products Ltd 519105 AVTNPL
Azure Exim Services Ltd 531783
Bajwa Agro Industries Ltd 530737
Basil Chemicals & Additives Ltd 532032
BCL Industries Ltd 524332 BCLIND
Bhakra Industries Ltd 519349
Bharani Oils Ltd 519423
Capsein Bio-Lab Ltd (Wound-up) 531730
Chakan Vegoils Ltd 519459
Chand Vanaspati Ltd 519297
Chhatar Extraction Ltd 519461
Chhattar Industries Ltd 519086
CIAN Agro Industries & Infrastructure Ltd 519477
Coromandel Agro Products and Oils Ltd 507543
Darshan Oils Ltd 526249
Diamond Agro Industries Ltd 526540
Diligent Industries Ltd 531153
Divya Jyoti Industries Ltd 526285
Excel Castronics Ltd 526735
Flavex Aromats (I) Ltd 40320
G P Industries Ltd 519351
Girdharilal Sugar & Allied Industries Ltd 507506 NARMADASUG
Goa Agro Oils Ltd 519181
Gokul Agro Resources Ltd 539725 GOKULAGRO
Gokul Refoils and Solvent Ltd 532980 GOKUL
Golden Soya Ltd 519568
Growmore Solvent Ltd (Merged) 519371 GROMORSOLV
Gujarat Ambuja Exports Ltd 524226 GAEL
Gujarat Ambuja Proteins Ltd (Merged) 519061 GUJAMBPROT
Hillmens Agro (India) Ltd 40382
Ichalkaranji Soya Ltd 531315
India Castor Ltd (Wound-up) 520153
Indsoya Ltd 503639
Integrated Proteins Ltd 519606
J R Foods Ltd 530915
J S P Oils & Fats Ltd 530383
Jupiter Biotech Ltd (Merged) 524099
K S Oils Ltd 526209 KSOILS
Kabra Agro Industries Ltd 519010
Kalyani Refineries Ltd 526809
Kanel Industries Ltd 500236 KANELOIL
Kedia Continental Ltd 531445
Kemicare Products Ltd 531579
Keycer Agro Products Ltd 40443
KGN Agro Internationals Ltd 531947
KGN Enterprises Ltd 533790
Khandelwal Extractions Ltd 519064
Kocher Oil Mills Ltd 519023
Kothari Global Ltd 519176
Kriti Nutrients Ltd 533210
Kusum Agrotech Ltd 519409
Kusum Products Ltd 40689
Liberty Oil Mills Ltd 519232
M K Proteins Ltd 538420 MKPL
M Ravji Oil Industries Ltd 519138
Mac Industries Ltd (Merged) 519220 MACIND
Madhu Refoils & Chemicals Ltd 524338
Madhumilan Syntex Ltd 514230 MADHUSYNTX
Madhyavart Exxoil Ltd 526287
Maheshwari Proteins Ltd 507682
Makan Agro Oils Ltd 519246
Mangalam Global Enterprise Ltd 535349 MGEL
Mangalwedhe Sun-Soya Ltd 523834
Manorama Industries Ltd 541974
Mansinghka Oil Products Ltd 519189
Midland Industries Ltd 509083
Modi Naturals Ltd 519003
Murli Industries Ltd 519323 MURLIIND
Natraj Proteins Ltd 530119
Natural Biocon (India) Ltd 543207
Navcom Industries Ltd 519200
Nu Tech Organic Chemicals Ltd 531075
Nu-Tech Agros Ltd 519337
Organic Chemoils Ltd 524107
Pan Asia Global Ltd 519325 PANASIGLOB
Pankaj Agro Protinex Ltd 519194
Paos Industries Ltd 530291
Pawan Proteins Ltd 519445
Poona Dal and Oil Industries Ltd 519359
Prakash Solvent Extractions Ltd 519430
Premier Industries (India) Ltd 507831
Premier Proteins Ltd 519178
Prestige Foods Ltd(Merged) 519027
Prima Industries Ltd 531246
Prime Solvent Extractions Ltd 519447
Progrex Ventures Ltd 531265
Prudential Sri Jagannath Agro-Tech Ltd 519289
R L Agrotech Ltd 519333
Raghunath Cotton & Oil Products Ltd 519258
Raj Oil Mills Ltd 533093 ROML
Rajesh Solvex Ltd 519514
Rasoya Proteins Ltd 531522 RASOYPR
Ratnamani Agro Industries Ltd 507652
Richirich Inventures Ltd 519230
Rico Agroils Ltd (Merged) 519196
Rishi Oil & Fats Ltd (Wound-up) 526317
ROM Industries Ltd (Liquidated) 519166 ROMIND
Ruchi Soya Industries Ltd 500368 RUCHI
S & S Industries & Enterprises Ltd 523554 S&SIND
Sagar Soya Products Ltd 507663
Sakthi Soyas Ltd (Merged) 519146
Sanjivani Agro Industries Ltd 519405
Sarda Proteins Ltd 519242
Sarvottam Industries Ltd 519315
Satguru Agro Industries Ltd 519192
Sathyakamal Agros Ltd 530761
Sharda Solvent Ltd 530679
Shetkari Solvent (India) Ltd 40166
Shree Rajivlochan Oil Extraction Ltd 530295
Shree Ram Protiens Ltd 532567 SRPL
Shree Shakthi Agro Oils Ltd 519449
Shri Anjaney Agro Foods Ltd 519489
Shri Ishar Agro Ltd(wound-up) 519355
Shri Sainath Proteins Ltd 531701
Shri Venkatesh Refineries Ltd 543373
Sidh Industries Ltd 526979
SKG Solvex Ltd 524240
South East Agro Industries Ltd 531679
Spisys Ltd 539168
SUL India Ltd 507517
Suncity Industries Ltd 519610
Sunrise Oleochemicals Ltd(liquidated) 530935
Superior Industrial Enterprises Ltd 519234
Suraj Industries Ltd 526211
Surya Agroils Ltd(wound-up) 500406 SURYAGROIL
Thapar Agro Mills Ltd 519029 THAPARAGRO
Thapar Oils & Fats Ltd 519443
Tinna Oils & Chemicals Ltd 519256
Tirupati Industries (India) Ltd 531547
Trezer Oil Agro Tech Ltd 531170
Tri-Star Soya Products Ltd(wound-up) 507668
Trombo Extractions Ltd 519303
Unique Agro Processors (India) Ltd 526915
United Soyaa Products Ltd 519001
Varuna Agroproteins Ltd 519144
Vegepro Foods & Feeds Ltd 519140 VEGPROFOOD
Vijay Solvex Ltd 531069
Vimal Oil and Foods Ltd 519373 VIMALOIL
Vippy Industries Ltd 519039 VIPPYSOLVX
Vizar Agrochemicals Ltd 531567
Vrundavan Agro Industries Ltd 519542
Yuvraj International Ltd 512285

Share Holding

Category No. of shares Percentage
Total Foreign 0 0.00
Total Institutions 1300 0.02
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 0 0.00
Total Promoters 4329894 72.05
Total Public & others 1678706 27.94
Total 6009900 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About N K Industries Ltd

Formerly known as N K Oil Mills, N K Industries (NKIL) extracts and refines castor oil. A government-recognised Export House, it has doubled its refining capacities, besides adding facilities to manufacture castor oil derivatives. The project was funded by a public issue in Aug.'94. NKIL changed its conventional manufacturing process of oil milling and refining to incorporate the latest technology -- oil decanters, vertical continuous solvent extraction plant, continuous oil refining, energy-efficient hydrogenous plant and quality fatty acid production plant -- making it an integrated complex. The product (castor oil), used in the lubricant, paint, cosmetic and pharmaceutical industries, is also used in foreign countries as a major source of natural chemicals. The company exports to Europe, Brazil and the US -- the three major consumers of castor oil. NKIL received the Gujarat government's export award for 1992-93. It has set up a trading branch in London, UK, in accordance with its plan to enter the global market for agricultural commodities. In Apr.'97, it took over K V Patel & Co, a partnership firm engaged in the business of dealing in edible and non-edible oils. During the year 1998-99, the company has been declared a sick company due to the mounting losses and accordingly has been referred to BIFR for rehabilitation.

N K Industries Ltd Chairman Speech

N K Industries Ltd Company History

Formerly known as N K Oil Mills, N K Industries (NKIL) extracts and refines castor oil. A government-recognised Export House, it has doubled its refining capacities, besides adding facilities to manufacture castor oil derivatives. The project was funded by a public issue in Aug.'94. NKIL changed its conventional manufacturing process of oil milling and refining to incorporate the latest technology -- oil decanters, vertical continuous solvent extraction plant, continuous oil refining, energy-efficient hydrogenous plant and quality fatty acid production plant -- making it an integrated complex. The product (castor oil), used in the lubricant, paint, cosmetic and pharmaceutical industries, is also used in foreign countries as a major source of natural chemicals. The company exports to Europe, Brazil and the US -- the three major consumers of castor oil. NKIL received the Gujarat government's export award for 1992-93. It has set up a trading branch in London, UK, in accordance with its plan to enter the global market for agricultural commodities. In Apr.'97, it took over K V Patel & Co, a partnership firm engaged in the business of dealing in edible and non-edible oils. During the year 1998-99, the company has been declared a sick company due to the mounting losses and accordingly has been referred to BIFR for rehabilitation.

N K Industries Ltd Directors Reports

To,

The Members,

Your Directors are pleased to present the 33rd Annual Report along with the Standalone and Consolidated Audited Financial Statements of your Company for the Financial Year ended on March 31, 2021.

FINANCIAL RESULTS

The Company has adopted Indian Accounting Standards (Ind AS) from 1st April, 2017. The figures for the Year ended 31st March, 2021 are also Ind AS compliant.

The financial highlights are depicted below:

(Rs. In Lacs)
PARTICULARS

Standalone

Consolidated

Year Ended 31.03.2021 Year Ended 31.03.2020 Year Ended 31.03.2021 Year Ended 31.03.2020
Revenue from operations 240.00 9735.62 2204.51 11489.84
Other Income 42.69 94.54 60.62 110.71
Total Income 282.69 9830.16 2265.13 11600.55
Total Expenditure 579.64 10340.13 2552.86 12118.47
Profit / (Loss) before Finance Cost, Depreciation & Amortization and Tax Expenses 189.67 62.22 232.33 86.47
Finance Cost 0.91 0.82 1.16 0.89
Depreciation & Amortization 485.71 571.39 509.90 603.50
Profit Before Tax (296.95) (509.98) (287.73) (517.92)
(i) Current Tax - 2.70 10.25
(ii) Deferred Tax 64.58 (109.53) (64.17) 99.51
(iii) Earlier period tax (written back) - -
Total Tax (i + ii) 64.58 (109.53) (61.60) 109.01
Profit after Tax (232.38) (619.51) (226.13) (626.93)
Other Comprehensive Income (30.52) (24.46) (30.52) (24.46)
Items that will not be reclassified to profit and loss 8.89 7.12 8.89 7.12
Total Comprehensive Income (254.01) (636.84) (247.76) (644.26)

Note: The above figures are extracted from the standalone and consolidated financial statements.

PERFORMANCE HIGHLIGHTS

The key aspects of revenue and profits for the financial year 2020-21 from the Company's Standalone and Consolidated Results are as follows:

REVENUE STANDALONE

Our total income on a Standalone basis for the financial year decreased to '240.00 lacs from '9735.62 lacs in the previous year. Net loss for the year decreased from '636.84 lacs to '254.01 lacs in the current year.

REVENUE CONSOLIDATED

Our total income on a consolidated basis decreased to '2204.51 lacs from '11489.84lacs in the previous year. Net loss for the year decreased from '644.26 lacs to '247.76 lacs in the current year.

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

With a view to curb the invariable expenditure and also generate a fixed monthly income, the Company decided and entered into a Dry Lease Agreement dated 15th April, 2019 with its Group Company viz. N K Proteins Private Limited, whereby the Factory Premise of the Company situated at Kadi Mehsana has been given on lease to M/s. N K Proteins Private Limited. This Agreement was for a period of one year which was further extended for a period of one year vide Supplemental Agreement dated 15th April, 2020 and 1st April, 2021 respectively. Further as a consequence of such agreement, the Company was able to pay for its periodic administrative and other invariable cost even at the times of lockdown emerged due to the global threat of covid pandemic.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business activity of the Company during the year under review.

SUBSIDIARY/ JOINT VENTURE COMPANIES

Your Company has three wholly owned subsidiaries as on 31st March, 2021. The Board of Directors also reviewed the affairs of the subsidiary companies. In accordance with the provisions of Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and its Subsidiaries, which forms part of this Annual Report. The accounts of Joint Venture i.e. AWN Agro Private Limited has not been consolidated for the current year. The reason for nonconsolidation is due to discontinuation of control on the management and financial affairs of the Joint Venture Company.

Further a statement containing the salient features of the financial statements of our Subsidiary Companies and Joint Venture Company in the prescribed format AOC-1 is appended as "Annexure-A" to the Board's report.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as at March 31, 2021 stood at'6,00,99,000. During the year under review, the Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2021, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.

DIVIDEND AND RESERVES

Your Directors express their inability to recommend any dividend for the year 2020-21 owing to accumulated losses of the Company. In view of this, your Company was unable to transfer any funds to the Reserves and Surplus Account.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 from the public during the year ended March 31,2021. There were no unclaimed or unpaid deposits as on March 31,2021.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188.

All related party transactions entered into during FY 2020-21 were on an arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All related party transactions are placed before the Audit Committee for review and approval of the Committee and also to the Board for approval. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company's website.

The details of related party transactions entered into by the Company are provided in Form AOC-2 given as "Annexure B" of Directors' Report. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The Company has developed a Related Party Transactions Policy through Standard Operating Procedures for the purpose of identification and monitoring of such transactions.

COVID-19 PANDEMIC:-

COVID-19 pandemic:- The outbreak of the deadly COVID-19 virus and the ensuing lockdown imposed across the country affected business operations. The health of the employees and workers became a priority; stoppage of operations for an uncertain period resulted in a large financial burden on the one hand and workforce idling on the other. COVID-19 is an unprecedented challenge. The lockdown gave India time to make a concerted effort to flatten the outbreak curve. However, towards later part of the year consequent to significant opening of the economic activity across the nation, the demand picked up compared to that during the initial period of Covid-19. India is currently experiencing a massive second wave of Covid-19 infections. However, we expect no major changes in the economic activity as the nation is preparing to face the Pandemic with vaccines and preparedness.

Material changes and commitments have occurred due to the epidemic COVID 19 across the globe at the end of the financial year to which the financial statements relates and the date of this Report and their impact on financial position of the company is not determinable.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

There are no other material changes that would affect the financial position of the Company.

CORPORATE GOVERNANCE

All the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company as it does not fall under the criteria of its applicability pursuant to Regulation 15 of SEBI Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, MDA covering details of Risks and Concerns, Internal Control Systems and their Adequacy, Discussion on Financial Performance with respect to Operational Performance etc. for the year under review is set out in this Annual Report as "Annexure C".

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as "Annexure D"

Further no employee of the Company was employed during the year drawing remuneration exceeding the limits as prescribed under Rule 5(2) of the (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence the information under Rule 5(2) is not applicable.

BOARD DIVERSITY

The Company recognizes and embraces the benefits of having a diverse Board of Directors and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates.

The Board of Directors has also adopted a policy on Board Diversity which sets out the approach to diversify the Board of Directors. The Board Diversity Policy is available at our website: http://www.nkindustriesltd.com/governance.html

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees during the year under review within the purview of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to investments in the financial statements.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from each Independent Director of the Company under section 149 (7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in section 149 (6) of the Companies Act, 2013.

BOARD EVALUATION

The Companies Act, 2013 states that the formal annual evaluation needs to be made by Board of its own performance and that of its Committees and individual Directors, Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors and the entire Board was conducted based on the criteria and framework adopted by the Board.

The Board approved the evaluation results as allotted by the Nomination and remuneration committee. The Companies Act, 2013 states that the formal annual evaluation needs to be made by board of its own performance.

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act and Articles of Association, Mr. Nimish K. Patel (DIN: 00240621) Chairman and Managing Director of the Company, shall retire by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting of the Company.

Further during the year under review and upto the date of this report the following changes occurred in the composition of Board and Key Managerial Personnel of the Company:

1. Mr. Nilesh Keshavlal Patel ceased to be Managing Director due to his untimely demise w.e.f 16th August,2020.

2. Ms.Mridu R. Sharma (DIN: 07591599) resigned w.e.f 18th February,2021 as the Independent Director of the Company. The Board took note of the same in the board meeting held on 07th June, 2021.

3. Ms. Trusha Shah resigned w.e.f 31st January,2021 as the Company Secretary and Compliance Officer of the Company.

4. Mr. Sandip Gohel has been appointed w.e.f 06th February, 2021 as the Company Secretary and Compliance Officer of the Company by the Board in the meeting held on 06th February,2021.

BOARD MEETINGS/ DETAILS OF OTHER MEETINGS

The Board of the Company is endlessly focused for the growth and expansion of the Company. It is further involved to strategize the optimum utilization of the available resources and to reduce cost so as to improve the profitability of the Company and also to generate additional opportunities for better performance as a whole.

The Management of the Company is also striving towards becoming a 100% compliant entity and to improve its investor relations by sharing latest and correct information with its stakeholders and thereby creating a transparent atmosphere.

The Board met 4 times during the year under review viz. on 01st June, 2020. 29th August, 2020, 07th November, 2020 & 06th February,2021. The Board held one meeting in each quarter and the gap between any two meetings was not more than one hundred and twenty days as prescribed under the Companies Act, 2013.

Details of the Directors, their positions, attendance record at Board meetings and last Annual General Meeting held and convened during the financial year are as follows:

Sr. No. Name of directors Designation Number of Meetings Attended / Total Meetings held during the year 2020-21 Attended AGM on 30th September,2020
1. Mr. Nimish K. Patel Chairman and Managing Director 4/4 V
2. Mr. Nilesh K. Patel* Managing Director 1/4 V
3. Mr. Hasmukh K. Patel Whole Time Director 4/4 V
4. Ms. Mridu Sharma** Independent Women Director/ 1/4 V V
5. Mr. Snehal Patel Independent Director 4/4 V

*Mr. Nilesh Keshavlal Patel ceased to be Managing Director due to his untimely demise w.e.f 16th August, 2020.

** Ms. Mridu Sharma (DIN: 07591599) resigned as Director of the Company w.e.f 18th February, 2021 as the Independent Women director of the company.

INDEPENDENT DIRECTORS' MEETING

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Director was on 30th September,2020 at 11.30 A.M. at registered office of the company situated at Ahmedabad to discuss the agenda items as required under the Companies Act, 2013.

COMMITTEES MEETING

As on 31st March, 2021 the Board had Three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All committees are properly constituted with proper composition of Independent Directors as mentioned in relevant provisions of Companies Act, 2013.

During the under review, Ms. Mridu Sharma (DIN: 07591599) resigned as Director of the Company w.e.f 18TH February, 2021.

A. AUDIT COMMITTEE AND ITS MEETINGS:

Audit Committee met 4 times during the year under review on 01st June, 2020. 29th August, 2020, 07th November,2020 & 06th February,2021

Constitution of Audit Committee was as per the following:

Sr. No. Name of the Director Status in Committee DIN Total Meetings Attended/ Total Meetings Held
1. Mr. Snehal Patel Chairman & Member 01655758 4/4
2. Ms. Mridu Sharma (upto 18TH February, 2021) Member 07591599 1/4
3. Mr. Hasmukh Patel Member 06587284 4/4

B. NOMINATION AND REMUNERATION COMMITTEE AND ITS MEETINGS:

Nomination and Remuneration Committee met 1 time during the year under review on 06th February, 2021.

Constitution of Nomination and Remuneration Committee was as per the following:

Sr. No. Name of the Director Status in Committee DIN Total Meetings Attended/ Total Meeting Held
1. Mr. Snehal Patel Chairman & Member 01655758 1/1
2. Ms. Mridu Sharma upto 18TH February, 2021 Member 07591599 0/1
3. Mr. Hasmukh K Patel Member 06587284 1/1

C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETING:

Stakeholders Relationship Committee met 4 times during the year under review on 01st June, 2020. 29th August, 2020, 07th November, 2020 & 06th February, 2021 .

Constitution of Stakeholders Relationship Committee was as per the following:

Sr. No. Name of the Director Status in Committee Nature of Directorship Total Meetings Attended/ Total Meeting Held
1. Mr. Snehal Patel Chairman & Member Independent Director 4/4
2. Ms. Mridu Sharma Member Independent Director 1/4
3. Mr. Hasmukh K Patel Member Whole Time Director 4/4

D. OTHER INFORMATION RELATED TO BOARD COMMITTEES:

Name of the Committee Highlights of Duties, Responsibilities and Activities
Audit Committee • All recommendations made by the audit committee during the year were accepted by the Board.
• The Company has adopted the Vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics.
• In accordance with the requirements of the Companies Act, 2013, the Company has formulated policies on related party transactions. The policies, including the Vigil Mechanism Policy, are available on our website:- http:// www.nkindustriesltd.com/Governance.html
Nomination and Remuneration Committee • The committee oversees and administers executive compensation, operating under a written charter adopted by our Board of Directors.
• The committee has designed and continuously reviews the compensation program for our Directors with business objectives and to link compensation with the achievement of measurable performance goals.
• The nomination and remuneration committee has framed the nomination and remuneration policy. The said policy is available on the website of the Company http:// www.nkindustriesltd.com/Governance.html
Stakeholders Relationship • The Committee reviews and ensures to redress investor grievances.
Committee • The Committee noted that all the grievances of the shareholders during the year have been resolved.

NOMINATION AND REMUNERATION POLICY

The Policy of the Company on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, Independency of a Director and other matters provided under sub-section (3) of section 178 of The Companies Act, 2013, adopted by the board is available on the website i.e. http://www.nkindustriesltd.com/governance.html.

We affirm that the remuneration paid to the Directors is as per the term laid out in the Nomination and remuneration policy of the company.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states that:

a) in the preparation of the annual accounts for the year ending March 31,2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

AUDITORS

i. Statutory Auditors

M/s Parikh and Majmudar, Chartered Accountants, (Firm Registration No: 107525W), were appointed as the Statutory Auditors of the Company for a consecutive period of 4 years from 31st AGM till the conclusion of 35th AGM subject to ratification at each AGM.

There are certain qualifications made by the Auditors in their Standalone Report for which the Board of Directors hereby give its comments/explanation as under:

I. National spot Exchange Limited (NSEL) has served a notice to N K Proteins Private Limited (Formerly known as N K Proteins Limited) who was a Trading and Clearing Member at NSEL and N K Industries Limited was only a client Company of Trading Member i.e. N K Proteins Limited. As regards, the balances of trade receivables and trade payables arising out of the transactions through NSEL platform, the same cannot be confirmed pursuant to the pendency of litigations and as the matter is still pending before the respective authorities.

• Further, the Home Department, Government of Maharashtra has issued a notification under the MPID Act, 1999 securing the attachment of Land & Building and Plant & Machinery of the Company. Against this the Company had challenged the notification issued by Home department, Government of Maharashtra, before the Hon'ble High Court of Gujarat. The Hon'ble Gujarat High Court had disposed off the application of the Company vide its order dated 29th March 2017.Against the said order the Company had preferred a Special Leave Petition before the Hon'ble Supreme Court of India. The Hon'ble Supreme Court of India had disposed off the Special Leave Petition on 17/04/2017, with an observation to file an application before the Hon'ble Bombay High Court. The Company has filed petition before the Hon'ble Bombay High Court in June 2017. Besides the above, the Company has also filed its objections against the attachment notification before the Designated Spl MPID Court, Mumbai. The matter is subjudice.

II. With regard to search and seizure carried out by the Directorate of Enforcement, Government of India on 30.05.2018 on the group company NKPPL, the Company along with group Company and Promoters challenged the show cause notice issued by the adjudicating authority New Delhi, before the Hon'ble High Court of Delhi and the Hon'ble High Court has set aside the show cause notice. Further against the attachment of the assets of the Company, the Company has issued fresh show cause dated 30/08/2018 and the Company has filed an appeal before the PMLA Applellate Tribunal, Delhi.

III. Government of Maharashtra has filed supplementary charge sheet dated 25th December, 2018, under the MPID Act against the Company and the Chairman. The Company has complied with all the summons under the said charge sheet and the matter was adjourned to 7th November, 2019 and further adjourned to 15th February, 2020, 7th March, 2020, 30th April, 2020, 21st May, 2020 ,18th July,2020, 08th September, 2020, 9th October, 2020,10th December, 2020, 6th February, 2021, 5th May, 2021 and new date of hearing is not yet updated.

In addition to the above, the Auditors have made observations under the head "Emphasis of Matter", reply to the said observations is as under:-

1. We draw attention to Note 35 to the Standalone Ind AS Financial Statements and according to the same, the company is having accumulated losses (after taking into account the balance of reserves) of Rs 343.99 Crores as at 31.3.2021 and the net worth of the company is negative However, as per the business plan and future cash flow projections submitted by the management to us and accepted by us. The Company is making sincere efforts for the revival of the Business & the management is confident to recover the losses through improved profitability in foreseeable future. Therefore no provision for the impairment has been made and accounts for the year have been prepared on "going concern basis." Further the above projections also contains business plan/ projected cash flow prepared by the management and accepted by us with respect to the subsidiaries company ,the management is confident to also revive the operations of the loss making subsidiary companies, hence no provision for impairment in the fair value of the investment made in the said subsidiary companies has been made in the books of accounts.

2. Attention is invited to note 38 of the Standalone Ind AS Financial Statements which states that the Income Tax Department had carried out survey u/s 133 of the Income tax Act, 1961(the IT Act) on the company along with other group companies during FY 2013-14 and had ordered a special audit of the books of the company u/s 142(2A) of the IT Act, 1961, for AY 2011-12 & A.Y 12-13. The department had raised a demand of Rs 133 Crores (Rs 6.63 Crores for A.Y 10-11, Rs57.07 crores for A.Y 11-12, Rs 60.33 Crores for A.Y 12-13, Rs 7.97 Crores for A.Y 2013-14& '0.86 Crores for A.Y2014-15) on the company for the aforesaid assessment years and the said demand has been disputed by the company and the company has initiated appellate proceedings before appropriate authorities. The said amount has been shown as contingent liability under Note No. 27 of the notes forming part of standalone financial statements. Further ,Income tax department has passed an attachment order on 22.04.2015 & 14.08.15 by which it has attached properties of the company in pursuant to a demand, the details of the properties attached which are in the name of company is as under:

• 803, Manas Complex, Opp Star Bazaar, Nr Jodhpur Cross road, Satellite, Ahmedabad 380015.

• 603, Manas Complex, Opp Star Bazaar, Nr Jodhpur Cross road, Satellite, Ahmedabad 380015.

• Land, situated at Survey Nos.719, 720, 721,732/1,732/2, 733, 741,743, 744, 745, Kadi Thol Road, Village Kadi Kasba, taluka- Kadi, District Mehsana-382715.

• Factory Building Situated at survey No 745, Kadi Thol Road, Village Kadi Kasba, taluka- Kadi, District Mehsana-382715.

3. Attention is invited to note 29 of the Standalone Ind AS Financial Statements and according to which a Search & Seizure action U/S 132 of the Income Tax Act took place on 24.2.99. The Income Tax department had raised demand of Rs.33.12 Crores vide the block assessment Order dt. 30.4.2001. In case of the company, the Hon'ble Income Tax Appellate Tribunal ( ITAT), Ahmedabad has subsequently given partial relief to the extent of Rs.28.84 Crores. The company had preferred an appeal before the Hon'ble High Court of Gujarat against the order of Hon'ble ITAT, Ahmedabad. The Hon'ble Gujarat High Court vide its order dated 20th June,2016 had given partial relief on some of the grounds and had also dismissed some of the grounds of the company. Against the grounds dismissed by Hon'ble High Court of Gujarat, the company had further preferred an appeal before Hon'ble Supreme Court of India, and the Hon'ble Supreme Court of India vide order dated 16th January,2017 had dismissed the appeal of the Company. The Company had already provided an amount of Rs 2.88 Crore against the grounds dismissed by Hon'ble ITAT, Ahmedabad during F.Y 2002-03 as well as Rs 1.27 Crores was provided in the books of accounts for the Assessment year in question for the interest payable up to 31-03-2005 during F.Y 2004-05. However in view of the management and on the basis of the Judgment of the Hon'ble Gujarat High Court, the amount provided/paid by the company towards total demand shall result in refund to the company. Pending effect of the various orders of adjudicating authorities by the Income Tax Department, the Company is yet to provide final entries in its books of accounts even during the year under review. In view of non availability of order of the appeal effects from the Income Tax Department, we are unable to opine on the same.

4. Attention is invited to note 40 of the Standalone Ind AS Financial Statements and according to which the Sales Tax Department has completed the assessment proceedings for various assessment years and raised demand of Rs.3314.22 lakhs (net of recovery) for the earlier financial years. The company has not made any provision for the above demand raised by the sales tax authority in its books of accounts as in view of the Management, the said demand shall not withstand before the Appellate Authorities and the company has already preferred an appeal before the appellate authority which is still pending. In view of the above, the said amount has been shown as contingent liability under Note No. 27 of the notes forming part of standalone financial statements.

5. Attention is invited to Note 44 of the Standalone Ind AS Financial Statements which states that the balance confirmation from the suppliers, customers as well as to various loans or advances given have been called for, but the same are awaited till the date of audit. Thus, the balances of receivables, capital advances,trade payables as well as loans and advances and certain bank balances have been taken as per the books of accounts submitted by the company and are subject to confirmation from the respective parties.

6. As per the information obtained from the website of the Ministry of Corporate Affairs (MCA), a suit has been filed against the company and its officers u/s 383A(1A), 372A(9), 58A(6)(A)(I) of the Companies Act, 1956 for the year 2016. As informed by the management, the company is having basic information about such suit filed as reflected on the website of the MCA. However, the company does not have any communication of such proceedings against the company and its officers. As the matter is still subjudice, we are unable to quantify the final liability and its impact, if any, on the company and its officers. (Refer Note No 41 of the standalone Ind AS financial statements)

The qualification made by the Auditors in their Consolidated Report for which the Board of Directors hereby give its comment/explanation as under:

IV. The National Spot Exchange Limited (NSEL) has initiated recovery proceedings against the Group Company N K Proteins Private Limited (Formerly known as 'N K Proteins Limited') who was a trading and clearing member at NSEL. As regards the said recovery proceedings initiated by NSEL and has also made Tirupati Retail (India) Private Limited, subsidiary Company a party to the said proceedings, the matter is sub-judice and still pending before the respective Authorities.

Their report on Consolidated Financial Statements emphasizes on some additional points which the management has to reply as under:

1. National spot Exchange Limited (NSEL) has served a notice to N K Proteins Private Limited (Formerly known as N K Proteins Limited) who was a Trading and Clearing Member at NSEL and N K Industries Limited was only a client Company of Trading Member i.e. N K Proteins Limited. As regards, the balances of trade receivables and trade payables arising out of the transactions through NSEL platform, the same cannot be confirmed pursuant to the pendency of litigations and as the matter is still pending before the respective authorities.

2. Further, the Home Department, Government of Maharashtra has issued a notification under the MPID Act, 1999 securing the attachment of Land & Building and Plant & Machinery of the Company. Against this the Company had challenged the notification issued by Home department, Government of Maharashtra, before the Hon'ble High Court of Gujarat. The Hon'ble Gujarat High Court had disposed off the application of the Company vide its order dated 29th March 2017.Against the said order the Company had preferred a Special Leave Petition before the Hon'ble Supreme Court of India. The Hon'ble Supreme Court of India had disposed off the Special Leave Petition on 17/04/2017, with an observation to file an application before the Hon'ble Bombay High Court. The Company has filed petition before the Hon'ble Bombay High Court in June 2017. Besides this, the Company has also filed its objections against the attachment notification before the Designated Special MPID Court, Mumbai the matter is subjudice.

3. With respect to point no.2 of qualified opinion of Auditors Report, it is hereby clarified that it is hereby clarified that the Company along with Group Company and promoters challenged the show cause notice issued by the adjudicating authority New Delhi, before the Hon'ble High Court of Delhi and the Hon'ble High Court has set aside the said show cause notice. The Director of Enforcement has attached assets of the company, group company NKPL and the promoters of the company by issuing a fresh show cause notice dated 30/08/2018 and the company has filed an appeal before PMLA Appellate Tribunal, Delhi. Still the matter is sub-judice.

4. With regard to the supplementary charge sheet filed the Company has complied with the summons dated 19/03/2019 to remain present before the MPID Court on 26/04/2019. The matter is now adjourned to 21/05/2020, but new date of hearing is not yet updated. Therefore the matter is sub-judice.

Clarification with regard to the remark in point no. (i)(c) of the CARO (Report) annexed with the Auditors Report on standalone financial statements.

i. With reference to the said remark it is to be clarified that the Company is in process of transferring the properties as mentioned by the Auditors in their report in its name. i. Secretarial Auditor

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 has appointed, M/s Riddhi Khaneja & Associates, Practicing Company Secretary (FCS- 10221, CP No. 17397) Ahmedabad to conduct a Secretarial Audit of the Company's Secretarial and related records for the year ended 31st March, 2021.

The Report on the Secretarial Audit for the year ended 31st March, 2021 is annexed herewith as "Annexure E" to this Board's Report. There were no qualifications/ observations in the report.

iii. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014, the Cost Audit records maintained by the Company are required to be audited by Cost Accountant. On the recommendations of the Audit Committee, the Board of Directors of the Company had appointed M/s. N D Birla & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to carry out audit of Cost Accounting Records of the Company which was filed by the Company within the stipulated time during the year 2020-21.

The Board of Directors on the recommendation of the Audit Committee has appointed M/s. N D Birla & Co., Cost Accountants, Ahmedabad as the Cost Auditors of the Company to carry out audit of cost accounting records of the Company for the financial year 2020-21. As required under the Companies Act, 2013, a resolution seeking member's approval for the remuneration payable to the Cost Auditor forms part of the Notice convening this 33rd Annual General Meeting.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no material orders passed by the regulators/courts/tribunals during the year.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extracts of Annual return in form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as "Annexure-F" and forms integral part of this report.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of the Companies Act, 2013 "Corporate Social Responsibility" (CSR), was not applicable to the Company during the year under review. Therefore, the Board of Directors has dissolved the Corporate Social Responsibility Committee (CSR) in its meeting held on 19th April, 2018.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy to report genuine concerns or grievances. The Vigil Mechanism has been placed on the Website of the Company http://www.nkindustriesltd.com/vigilmechanism.html.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence the Company has appointed Independent Internal Auditor M/s. ADPRDP & Associates, Chartered Accountants to submit Internal Audit reports to the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, Audit Committee undertakes corrective action, if any in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions, if any, thereon are presented to the Audit Committee of the Board.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company is committed to health and safety of its employees, contractors and visitors. The Company is conducting operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

INDUSTRIAL RELATIONS

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Management. During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

STATUTORY INFORMATION

i. Conservation of Energy:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form-A as annexed to the aforesaid Rules, the question of furnishing the same does not arise.

ii. Technology Absorption:

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required.

iii. Foreign Exchange Earning and Outgo:

During the period under review the foreign exchange earnings and outflow was as follows:

Year 2020-21 Amount in Rs
Foreign Earnings -
Foreign Outflow -

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with Indian Accounting Standards (Ind AS) 110 issued by the Ministry of Corporate Affairs, forms part of this Annual Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

RISK MANAGEMENT POLICY

All the mandatory provisions of Corporate Governance as prescribed in Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to your Company as the Company does not fall under the criteria of its applicability pursuant to Regulation 15 of SEBI Listing Regulations. However, all the Provisions, Rules and Regulations under the Companies Act, 2013 related to the Corporate Governance are applicable to the extent and have been comply by the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company's customers, vendors, bankers, auditors, investors and government bodies during the year under review.

Your Directors place on record their appreciation of the contributions made by employees at all levels.

For and on behalf of the Board
Nimish K. Patel
Date:31/07/2021 Chairman & Managing Director
Place: Ahmedabad DIN:00240621

   

N K Industries Ltd Company Background

Nimish K PatelNimish K Patel
Incorporation Year1987
Registered Office7th Floor Popular House,Ashram Road
Ahmedabad,Gujarat-380009
Telephone91-79-66309999,Managing Director
Fax91-79-66309913
Company SecretaryPooja Khakhi
AuditorParikh & Majmudar
Face Value10
Market Lot1
ListingBSE,NSE,
RegistrarLink Intime India Pvt Ltd
5th Floor 506 to 508,ABC-I Off C G Road ,Navrangpura ,Ahmedabad-380009

N K Industries Ltd Company Management

Director NameDirector DesignationYear
Nimish K Patel Chairman & Managing Director 2020
Hasmukhbhai K Patel Whole-time Director 2020
Snehal B Patel Non-Exec. & Independent Dir. 2020
Mridu Sharma Independent Director 2020
Mansheel Kaur Independent Director 2020
Pooja Khakhi Company Secretary 2020

N K Industries Ltd Listing Information

N K Industries Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sales NA 000480.65868
Job Work NA 00015.65245
Caster Seed Crushing MT 0000
Castor Doc MT 0000
Castor Doc Job Work MT 0000
Others NA 0000
12HSA MT 0000
Commercial Caster Oil MT 0000
FSG MT 0000
VAT NA 0000
Excise duty NA 0000
Crushing Charges NA 0000
Groundnut Oil-Filtered MT 0000
Cotton Wash Oil MT 0000
Mustar Doc MT 0000
Mustard Oil MT 0000
Oil-Edible MT 0000
Caster oil (Palepress) MT 0000
Castor Oil MT 0000
Castor Oil (Job Work) MT 0000
Edible Oil - Traded NA 0000
Groundnut Cake MT 0000
Groundnut De-oiled Cake MT 0000
Non Edible Oil NA 0000
Cotton cake MT 0000
Cotton Oil MT 0000
Cotton Seed Cake MT 0000
Castor Cake MT 0000
Castor Seed De-Oiled Cake MT 0000
HCO MT 0000

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