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Indo National Ltd

BSE Code : 504058 | NSE Symbol : NIPPOBATRY | ISIN:INE567A01028| SECTOR : Dry cells |

NSE BSE
 
SMC down arrow

724.45

-0.85 (-0.12%) Volume 52339

26-Apr-2024 EOD

Prev. Close

725.30

Open Price

729.90

Bid Price (QTY)

724.45(220)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 748.00 - 721.05

52 wk High/Low 857.80 - 316.05

Key Stats

MARKET CAP (RS CR) 543.34
P/E 105.45
BOOK VALUE (RS) 303.3154667
DIV (%) 100
MARKET LOT 1
EPS (TTM) 6.87
PRICE/BOOK 2.38843738462085
DIV YIELD.(%) 0.69
FACE VALUE (RS) 5
DELIVERABLES (%) 48.52
4

News & Announcements

19-Apr-2024

Indo National Ltd - Indo-National Limited - Change in Director

16-Apr-2024

Indo National Ltd - Indo-National Limited - Change in Management

09-Apr-2024

Indo National Ltd - Indo-National Limited - Other General Purpose

08-Apr-2024

Indo National Ltd - Indo-National Limited - Disclosure under SEBI Takeover Regulations

29-Jan-2024

Indo National to discuss results

17-Jan-2024

Indo National appoints COO

30-Oct-2023

Indo National to hold board meeting

12-Aug-2023

Indo National to convene AGM

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
Eveready Industries India Ltd 531508 EVEREADY
Galvani Batteries Ltd 532063
Panasonic Energy India Company Ltd 504093 LAKHNNATNL

Share Holding

Category No. of shares Percentage
Total Foreign 28987 0.39
Total Institutions 0 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 387025 5.16
Total Promoters 4901366 65.35
Total Public & others 2182622 29.11
Total 7500000 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Indo National Ltd

Promoted by S R Jiwarajka and Matsushita Electrical Company, Japan, in 1972, Indo National Ltd (INL) was incorporated as a public limited company. The Company is in the business of manufacture and marketing of batteries, torches, LED products, mosquito bats, Electrical accessories and Razors & Blades. Nippo has 20 depots across India and has distribution network with over 3200 distributors across India. Matsushita holds 40% of INL's equity. The Indian partner is Obul Reddy. The company has already diversified into the sale of flashlights under the Nippo brand. INL's R&D department has developed batteries for India's defence forces. It has obtained governments permission to manufacture 20,000 sets of tape-recorder-cum-transistors. INL recently added two types of high-performance batteries to its existing brands--UM-3 Premium Gold and UM-1 Mega Super. The UM-3 is meant for walkmans and cameras. The UM-3 has 50% more power compared to the company's Nippo brand and has a longer shelf life of 24 months. The UM-1 mega cells find application in toys and cassette recorders. The company has obtained ISO 9001 certification from TUV CERT certification body of Rheinisch-Westfalischer TUV e.v., for design development, production and sales of Dry Cell Batteries. It is also planning to import alkaline and lithium batteries under the Panasonic brand for marketing in the country. During 2001-02 the Paper Seperator project was completed successfully at a cost of Rs.3.36 crores which was met out of internal accruals. This is an important component in the manufacture of UM-3 batteries. The Company commissioned one more Wind Mill (1.5MW) at Tirunelveli District., Tamil Nadu at an investment of Rs.9.25 Crores in 2009. Effective from 10th April 2013, name of the Company was changed from Nippo Batteries Co. Ltd. to Indo National Ltd. The Company incorporated its wholly owned subsidiary company M/s. Helios Strategic Systems (I) Ltd (HSSIL) and through HSSIL, and through HSSIL, it acquired 44.49% equity shareholding in Kineco Limited, a company based at GOA in to defence and Aerospace business during 2015-16. 'DORCO', a new product was launched in 2019-20.

Indo National Ltd Chairman Speech

Chairman

NOTICE is hereby given that the FORTIETH ANNUAL GENERAL MEETING of INDO NATIONAL LIMITED will be held at Sri P Obul Reddy Hall, Vani Mahal, No.103, G.N. Chetty Road, T.Nagar, Chennai- 600 017, on Friday, the 27th day of September, 2013 at 10.15 A.M to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Directors' Report, Audited Balance Sheet of the Company as at March 31, 2013 and the Statement of Profit and Loss for the year ended that date together with the report of the Auditors' thereon.

2. To declare a Dividend.

3. To appoint a Director in the place of Mr. V.R. Gupte, who retires by rotation under Article 147 of the Articles of Association of the Company and as per applicable provisions of the Companies Act 1956, and who, being eligible offers himself for re-appointment.

4. To appoint a Director in the place of Dr. S.A Dave, who retires by rotation under Article 147 of the Articles of Association of the Company and as per applicable provisions of the Companies Act 1956, and who, being eligible offers himself for re-appointment.

5. To appoint M/s. P. Srinivasan & Co., Chartered Accountants, Chennai as Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to authorize the Audit Committee and Board of Directors to fix their remuneration.

SPECIAL BUSINESS:

6. To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY RESOLUTION:

RESOLVED THAT, Mr. M. Subramanyam who was appointed as Additional Director of the Company with effect from 31st July 2012 under Section 260 of the Companies Act, 1956 and who holds office up to the date of this Annual General Meeting be and is hereby appointed as Director of the Company and shall be liable to retire by rotation.

7. To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY RESOLUTION:

Resolved that Mr. S. Obul Reddy who was appointed as Director u/s.262 of the Companies Act, 1956, to fill the casual vacancy on the Board occasioned due to the resignation of Mr. K. Kudara, who ceases to hold office under the provisions of the said section and is eligible for reappointment and in respect of whom the Company has received a notice in writing u/s. 257 of the Companies Act, 1956, from a member signifying his intention to propose him as a candidate for the office of a Director of the Company, be liable to retire by rotation.

8. To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY RESOLUTION:

Resolved that Mr. P.Aditya Reddy who was appointed as Director u/s.262 of the Companies Act, 1956, to fill the casual vacancy on the Board occasioned due to the resignation of Mr. H. Sugimura, who ceases to hold office under the provisions of the said section and is eligible for reappointment and in respect of whom the Company has received a notice in writing u/s. 257 of the Companies Act, 1956, from a member signifying his intention to propose him as a candidate for the office of a Director of the Company, who is liable to retire by rotation.

For and on behalf of the Board of Directors
For Indo National Limited
Place: Chennai Justice S. Natarajan
Date : 17th May, 2013 Chairman
   

Indo National Ltd Company History

Promoted by S R Jiwarajka and Matsushita Electrical Company, Japan, in 1972, Indo National Ltd (INL) was incorporated as a public limited company. The Company is in the business of manufacture and marketing of batteries, torches, LED products, mosquito bats, Electrical accessories and Razors & Blades. Nippo has 20 depots across India and has distribution network with over 3200 distributors across India. Matsushita holds 40% of INL's equity. The Indian partner is Obul Reddy. The company has already diversified into the sale of flashlights under the Nippo brand. INL's R&D department has developed batteries for India's defence forces. It has obtained governments permission to manufacture 20,000 sets of tape-recorder-cum-transistors. INL recently added two types of high-performance batteries to its existing brands--UM-3 Premium Gold and UM-1 Mega Super. The UM-3 is meant for walkmans and cameras. The UM-3 has 50% more power compared to the company's Nippo brand and has a longer shelf life of 24 months. The UM-1 mega cells find application in toys and cassette recorders. The company has obtained ISO 9001 certification from TUV CERT certification body of Rheinisch-Westfalischer TUV e.v., for design development, production and sales of Dry Cell Batteries. It is also planning to import alkaline and lithium batteries under the Panasonic brand for marketing in the country. During 2001-02 the Paper Seperator project was completed successfully at a cost of Rs.3.36 crores which was met out of internal accruals. This is an important component in the manufacture of UM-3 batteries. The Company commissioned one more Wind Mill (1.5MW) at Tirunelveli District., Tamil Nadu at an investment of Rs.9.25 Crores in 2009. Effective from 10th April 2013, name of the Company was changed from Nippo Batteries Co. Ltd. to Indo National Ltd. The Company incorporated its wholly owned subsidiary company M/s. Helios Strategic Systems (I) Ltd (HSSIL) and through HSSIL, and through HSSIL, it acquired 44.49% equity shareholding in Kineco Limited, a company based at GOA in to defence and Aerospace business during 2015-16. 'DORCO', a new product was launched in 2019-20.

Indo National Ltd Directors Reports

for the year ended March 31, 2023

Your Directors have pleasure in presenting the Fiftieth Annual Report of your Company together with the Audited Balance Sheet as at March 31, 2023, the Statement of Profit & Loss for the year ended that date and the Auditors' Report thereon

FINANCIAL RESULTS:

The profit after tax for the year under review is at Rs.100.31 Lakhs as against Rs.778.25 Lakhs in the previous year. The financial results for the year 2022-23 as compared with the previous year are summarized as under.

2022-23 2021-22
(Rs. in Lakhs) (Rs. in Lakhs)

Profit before Tax and Depreciation

1,157.91 1,632.87

Less : Depreciation for the year

1,007.60 572.62

Profit before Tax

150.31 1,060.25

Provision for Tax including Deferred Tax

50.00 282.00

Profit after Tax

100.31 778.25

Other Comprehensive Income (OCI)

79.00 (34.00)

Total Comprehensive income for the period

179.31 744.25

Add : Surplus in P&L Account brought forward

710.64 903.89

Total

889.95 1,648.14

Less : APPROPRIATION

General Reserve

- -

Payment of Dividend

375.00 937.50

Surplus in P&L A/c carried forward

514.95 710.64

Total

889.95 1,648.14

REVIEW OF PERFORMANCE DRY CELL BATTERIES:

This category has seen a flattish trend in value and declines in volume. Your company managed a 3% value growth backed by price increases. The input costs have been on a higher side although the year which had an impact on margins. There is a continuous erosion of battery-operated torches due to cheaper grey market options, this had major impact on battery consumption.

It has been observed consumption in urban markets are moving up due to urbanization and usage of

multiple gadgets. Your company has worked out focused plans to strengthen urban distribution to grow faster in our core.

NON- BATTERY CATEGORIES:

Technology shift in the flashlight category from battery operated torches to rechargeable torches is happening at a rapid pace. Your company's growth of 26% in the RC torches segment reflects this significant shift. The rechargeable segment is currently dominated by unbranded players due to cheap imports. Keeping in mind the growing RC Torches market and its future potential, your company has planned to launch a wide range of rechargeable torches at various consumer price- points to increase and solidify the portfolio in this segment.

Your company has also achieved a 39% growth in the Mosquito-bats category with significant contribution from the newly launched economy priced mosquito swatter. Your company will continuously scale-up in this category with new range extensions and channel plans.

Your company sees huge opportunity in the LED category as space to grow is very large. We are happy to share your company has delivered a robust 30% growth in LED and 31% growth in Electrical Accessories. Your company will continue to leverage its tradition trade distribution and building exclusive LED channel networks to grow aggressively in the LED category.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

DIVIDEND:

Your Directors recommends a dividend of Rs.5/- per share (100%) for the year 2022-23. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 27th September, 2023. The Company intends to pay the dividend on

6th October, 2023. The above dividend declared by the Company is in accordance with dividend distribution policy of the Company.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company had formulated a Dividend Distribution Policy ('the Policy'). The Policy is available on the Company's website https://www.nippo.in/html/pdf/ Dividend%20Distribution%20Policy.pdf

TRANSFER TO RESERVES:

During the year under review, your Company has not transferred any amount to General Reserves.

SHARE CAPITAL:

During the year under review, the Company has neither issued any shares with differential voting rights nor issued sweat equity shares. Further, the Company did not grant any stock options during the year under review.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

CREDIT RATING:

The rating provided by CRISIL Ltd. for the credit facilities of Rs.85 Crores availed by the Company from banks are as follows :

Long Term Rating

: CRISIL A / Stable (Reaffirmed) CRISIL A - / Negative (Downgraded from CRISIL A / Stable)

Short Term Rating

: CRISIL A1 (Reaffirmed) (Downgraded from CRISIL A1

During the Financial Year 2022-23, there was a change in the rating as mentioned above.

SUBSIDIARIES, CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Companies Act 2013 and SEBI (LODR) Regulations 2015. The consolidated financial statements have been prepared by the Company in accordance with the Accounting Standards prescribed by the ICAI in this regard.

The Audited Consolidated Financial Statements together with Auditor's Report form part of the Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remarks.

Your Company's subsidiary, M/s. Kineco Ltd., registered a consolidated turnover for the year 2022-23 amounts to Rs.167.22 crs. as against Rs.201.65 crs. in the previous year 2021-22. Total comprehensive income for the year amounts to (Rs.8.53) crs. as against Rs.6.21 crs. in the previous year. The total comprehensive income attributable to owners of the company for the year amounts to (Rs.11.62) crs. as against Rs.2.69 crs. in the previous year.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached to the financial statements of the company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the company consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations 2015 is presented in a separate section forming part of the Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a 'going concern' basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with Auditors' Certificate on its compliance is attached as Annexure - "B" to this report.

RELATED PARTY TRANSACTIONS:

As per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.nippo.in

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

All Related Party Transactions are placed before the Audit Committee as well as Board for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/ or entered in the Ordinary Course of Business and are at Arm's Length.

There were no contract / arrangement / transactions entered in to during the year ended March 31, 2023 which were not at arm's length basis.

All the material related party transitions exceeding Rupees Ten Billion or 10% of the Annual Standalone

/ Consolidated turnover as per the last audited financial statement/ other related party transactions were entered during the year by the company are disclosed in accordance with section 134 (3) (h) of the Companies Act, 2013, in form AOC 2 as per Annexure -"C" of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The CSR committee comprises Mr.N.Ramesh Rajan, Chairman, Mr. M.Sankara Reddy, and Mr. PAditya Reddy as other members.

The Board has laid out the Company's policy on corporate social responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee. The Committee also monitors the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. During the year, the Company had spent 2% of its average net profits for the three immediately preceding financial years on CSR activities.

The financial data / Annual Report pertaining to the Company's CSR activities for the financial year 2022-23 is presented in the prescribed format in Annexure-"D" to the Board Report.

The CSR Policy is available on our website www.nippo.in

RISK MANAGEMENT:

The Board has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company regularly updates to committee on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

INDO NATIONAL LIMITED

DIRECTORS / KMP:

In accordance with the Articles of Association of the Company Mr. PDwaraknath Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.

In accordance with the Articles of Association of the Company Mr. R.P Khaitan will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.

In accordance with the Articles of Association of the Company Mr. P Aditya Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.

In accordance with the Articles of Association of the Company Mr. M.Sankara Reddy will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer himself for re-appointment.

In the opinion of the Board, Mr. N. Ramesh Rajan and Mrs. Lakshmmi Subramanian Independent Directors of the company possess integrity, expertise and experience (including the proficiency).

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. P Dwaraknath Reddy, Managing Director, Mr. P Aditya Reddy, Joint Managing Director, Mr. C.R. Sivaramakrishnan , Chief Financial Officer and Mr. J.Srinivasan G. M -Finance & Company Secretary. There has been no change in the Key Managerial Personnel during the year.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE:

The details of inter-se relationship between Directors are given in the Corporate Governance Report.

Information about all the Directors proposed to be re-appointed is furnished in the Explanatory Statement under Section 102 of the Companies Act, 2013 under the heading "Information about the Directors proposed to be re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations 2015.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

As per Companies Act, 2013 and SEBI (LODR) Regulations 2015 mandates that the Board shall monitor and review the Board evaluation framework and a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board subsequently evaluated its own performance, the working of its Committees and Independent Directors without participation of the relevant Director(s).

TRAINING OF INDEPENDENT DIRECTORS:

To familiarize the strategy, operations and functions of our Company, the executive directors make presentations/ orientation programme to non - executive independent directors about the company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, production facilities and quality and risk management. The appointment letters of Independent Directors has been placed on the Company's website at www.nippo.in

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met during the year on 1 0th February, 2023 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the company management and the Board.

MEETINGS OF THE BOARD:

Five meetings of the Board of directors were held during the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1 . Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee.

5. Risk Management committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT:

Business Responsibility Report as per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by the Company on the environment, social and governance aspects of business, forms part of this Annual Report is appended on Annexure-H to this report.

PERSONNEL:

Your Directors wish to place on record their appreciation for the dedication and hard work put in by the employees at all levels for the overall growth of your Company. Relations with the employees at Factory, Head office / Depots and other Branches were cordial during the year.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the information required in respect of employees of the Company is appended in Annexure-G to this report. As per section 136(1) of the Companies Act, 2013 the report and accounts are being sent to the members and others entitled thereto. Any member interested in inspecting or obtaining copy of the statement of particulars of employees being forms part of the Report may contact the Company Secretary at Registered Office during working hours and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

The Company's policy on directors' appointment and remuneration and other matters provided in

Section 1 78(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Board's Report. The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

The particulars of loans, guarantees and investments under section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014 for the financial year 2022-23 are given in the notes to the financial statements.

STATUTORY AUDITORS:

M/s G. Balu Associates (Firm Registration No. 000376S) have been re-appointed as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 49th Annual General Meeting till the conclusion 54th Annual General Meeting of the Company. Further the auditors have confirmed their eligibility under Section 144 of the Companies Act, 2013 and the rules made there under. The Auditor's Report along with Notes to Accounts is self-explanatory and therefore does not call for any further explanations / comments. The Auditor's Report does not contain any qualifications, reservation and or adverse remarks. Pursuant to provisions of section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

COST AUDITOR:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014 the Company has appointed Mr. P Raju Iyer, Practicing Cost Accountant, as the Cost Auditor of the Company for conducting the audit of cost records of the Company for the financial year ending 31st March 2024 subject to ratification of remuneration payable to him by the members of the Company at the ensuing Annual General Meeting of the Company. The Company hereby confirms that maintenance of Cost Accounts and Records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITOR:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder the Board has appointed M.Damodaran & Associates, Practising Company Secretaries as Secretarial Auditor of the company to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure - "F" to this Report. The Secretarial Audit Report of M/s. Kineco Ltd (Material unlisted subsidiary) for the financial year ended 31st March 2023, is annexed herewith marked as - Annexure - F1 to this Report. The Secretarial Audit Report's does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

WHISTLE BLOWER POLICY/VIGIL MECHANISIM:

The Company has adopted a whistle blower policy / Vigil mechanism that cover directors and employees of the Company to bring to the attention of the management any issues which is to be in violation or in conflict with the fundamental business principles of the Company. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express those concerns without fear of punishment or unfair treatment.

No one may take any adverse action against any employee for complaining about, reporting, or participating or assisting in the investigation of, a reasonably suspected violation of any law, this Policy, or the Company's Code of Conduct and Ethics.

All the employees have been given access to the Audit Committee. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

The Whistle Blower Policy is available on the website of the Company www.nippo.in

INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorised and recorded.

The Company has an established Internal Financial Control to cover internal controls over financial reporting and operating controls etc., The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC:

Your Company has always been in the forefront of energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts as required under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure "A" to this Report. The Company has an in-house Research Development Department, where the main areas of focus are, Energy Conservation, Process upgradation and Environment Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India has recognized in-house R&D facilities of the Company.

EXTRACT OF ANNUAL RETURN:

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and

Administration) Rules, 2014 is available on the Company's website: www.nippo.in weblink : http:/ /www.nippo.in/html/pdf/ANN.RETURN_2023.pdf

STATEMENT PURSUANT TO SEBI (LODR) REGULATIONS 2015:

The Company's Securities are listed with Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company has paid the Annual Listing fees to all the Stock Exchanges.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company during the year except cartelisation of Zinc carbon dry cell battery case pending before Hon. National Company Law Appellate Tribunal, New Delhi. (NCLAT).

DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has in place an anti-sexual Harassment Policy as required under prevention of Sexual Harassment of Woman at workplace (Prohibition, Prevention and Redressal) Act 2013 and constituted an Internal Complaints Committee (ICC).Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

As per Section 124(6) of the Companies Act, 2013 read with the IEPF Rules as amended, all the shares in respect of which dividend has remained unpaid / unclaimed for seven consecutive years or more have been transferred to IEPF Account.

GENERAL:

During the year under review

1. The Company had not issued equity shares with differential voting rights as to dividend, voting right or otherwise.

2. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

3. Neither the Managing Director nor the Joint Managing Director of the company receives any remuneration or commission from any of its subsidiaries

4 Application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year - Nil.

5. Major things happened during the year which made the impact on the overall workings of the company & the major actions taken by the company in that respect - Nil.

6. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof - Nil.

ACKNOWLEDGEMENT:

Your Directors thank the Central and State Governments and the Banks for their continued help and support.

Your Directors also thank the Authorised Wholesale Dealers, Distributors and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Company's products. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

For and on behalf of the Board of Directors For Indo National Ltd

P Dwaraknath Reddy

PAditya Reddy

Managing Director

Joint Managing Director

(DIN:00277929)

(DIN:00482051)

Place : Chennai

Date : 11th August, 2023

Annexure "A" to Board's Report

Information required under Section 134(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2023.

A. Conservation of Energy

Efforts are being made to control Energy cost wherever possible even though energy cost forms only negligible proportion of total cost of manufacture of batteries. Energy conservation activities initiated earlier years based on Energy Audit has been continued during 2022-23.

B. Technology Absorption Research and Development (R & D)

(1) Specific areas in which R & D activities are carried out by the Company:

a) New Products Development

b) Finding alternate source of materials

c) Import Substitution

d) Development of improved designs

e) Development of new products to suit consumer requirements

(2) Benefits derived as a result of the above R & D activities:

a) Efficiency in usage of raw materials

b) Cost Reduction

c) Improvement in product quality

d) Automatic and accurate testing of batteries

e) Foreign exchange savings due to indigenisation efforts

(3) Future plan of action:

To continue indigenisation efforts and to further strengthen R & D activities for the purpose of cost reduction and quality improvements and for developing new products depending on market requirements.

(4) Expenditure on R & D (Rs. in Lakhs)

a) Recurring 58.23

b) Total R & D expenditure as a percentage of total turnover 0.14%

Technology absorption, adaptation, and innovation

1. Efforts in brief, made towards technology absorption, adaptation and innovation:Installation of sophisticated instrument for R & D, testing and process control measures. Technology has been fully absorbed and adapted for all types of Dry cell batteries.

2. Benefits derived as a result of the efforts, e.g: product improvement, cost reduction, product quality maintenance and import substitution etc.,

(a) Improvement of designs.

(b) Import Substitution.

(c) Cost Reduction.

(d) Product Quality Maintenance & Improvement.

(e) New products development.

3. Imported Technology: Not Applicable (Imported during the last 5 years reckoned from the beginning of the financial year)

(a) Technology imported.

(b) Year of Import,

(c) Has Technology been fully absorbed

C. Foreign Exchange Earnings and Outgo:

(1) Activities relating to Exports; we have taken initiatives to increase exports and developing of new export markets for products and services. At present no Exports are being made. However, continuous efforts are being made to procure Export orders.

(2) Total Foreign Exchange used and earned:

Total expenditure on Foreign Currency used on imports of raw materials, components, capital goods, spare parts, travel and others amounts to Rs.3,354.26 Lakhs as against Rs.5,796.89 Lakhs for the previous year. Total Foreign Exchange earned during the year amounts to Rs.161.35 Lakhs as against Rs. 24.47 Lakhs for the previous year.

For and on behalf of the Board of Directors For Indo National Ltd

P Dwaraknath Reddy

PAditya Reddy

Managing Director

Joint Managing Director

(DIN:00277929)

(DIN:00482051)

Place : Chennai

Date : 11th August, 2023

   

Indo National Ltd Company Background

N Ramesh RajanP Dwarakanth Reddy
Incorporation Year1972
Registered OfficeLakshmi Bhavan IVth Floor,No 609 Mount Road
Chennai,Tamil Nadu-600006
Telephone,Managing Director
Fax
Company SecretaryJ Srinivasan
AuditorG Balu Associates LLP
Face Value5
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarCameo Corporate Services Ltd
Subramanian Building,1ST Floor No 1,Club House Road,Chennai - 600002

Indo National Ltd Company Management

Director NameDirector DesignationYear
P Dwarakanth ReddyManaging Director2023
R P KhaitanJoint Managing Director2023
J SrinivasanCompany Sec. & Compli. Officer2023
Aditya ReddyJoint Managing Director2023
N Ramesh RajanChairman & Independent Directo2023
Lakshmmi SubramanianIndependent Director2023
M Sankara ReddyNon Executive Director2023

Indo National Ltd Listing Information

Indo National Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Dry Cell BatteriesNo000242.4803
LedliteNA00075.6816
Others-TradedNA00027.0819
Torches-TradedNo00020.4151
Dry Cell Batteries-TradedNo0002.6119
Fluorescent Lamps-CompactNA0000
Flashing lightsNA0000
Other Operating RevenueNA0000
PowerUni0000

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