for the year ended March 31, 2025
Your Directors have pleasure in presenting the Fifty Second Annual Report of your
Company together with the Audited Balance Sheet as at March 31, 2025, the
Statement of Pro t & 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.101.39 Lakhs as against
Rs.670.04 Lakhs in the previous year. The financial results for the year 2024-25 as
compared with the previous year are summarized as under.
|
2024-25 |
2023-24 |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
| Pro t before Tax and Depreciation |
1,252.88 |
1,703.99 |
| Less : Depreciation for the year |
1,146.49 |
899.95 |
| Pro t before Tax |
106.39 |
804.04 |
| Provision for Tax including Deferred Tax 5.00 |
134.00 |
| Pro t after Tax |
101.39 |
670.04 |
| Other Comprehensive Income (OCI) |
46.50 |
(106.50) |
| Total Comprehensive income for the period |
147.89 |
563.54 |
| Add : Surplus in P&L Account brought forward |
703.49 |
514.95 |
| Total |
851.38 |
1,078.49 |
| Less : APPROPRIATION |
|
|
| General Reserve |
- |
- |
| Payment of Dividend |
375.00 |
375.00 |
| Surplus in P&L A/c carried forward |
476.38 |
703.49 |
| Total |
851.38 |
1,078.49 |
REVIEW OF PERFORMANCE DRY CELL BATTERIES:
Your company managed a 3% value growth backed by price increases & change in
product mix. The input costs have been on a higher side all through the year which had an
impact on margins. It has been observed that consumption in urban markets is moving up due
to urbanization and usage of multiple gadgets. At the same time, rural is also showing a
strong revival due to improved macro-economic conditions. Your company has worked out
focused plans to strengthen distribution and increase household penetration through strong
brand equity to grow faster in our core.
NON- BATTERY CATEGORIES:
Technology shift in the ashlight category from battery operated torches to
rechargeable torches is happening at a rapid pace. The rechargeable segment is currently
dominated by unbranded players due to cheap
Chinese imports. Keeping in mind the growing RC Torch market and its future
potential, your company has planned to increase distribution of range of rechargeable
torches at various consumer price points to solidify the portfolio in this segment.
Your company had a at volume growth in LED category in spite of Industry decline.
However, the pricing challenges led to drop in the topline value.
Your company will continue to leverage its traditional trade distribution, launch
premium LED range and expand distribution into electrical channel 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
2024-25. This Dividend, if approved, will be paid to the Shareholders whose names appear
on the Register of Members as on
26th September, 2025. The Company intends to pay the dividend on 9th October, 2025.
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://admin.nippo.in/uploads/Dividend
DistributionPolicy4979eff030865e23ae9a.pdf
TRANSFER TO RESERVES:
During the year under review, your Company has not transferred any amount to General
Reserves.
SHARE CAPITAL:
During the year under review, the Company has neither issued any shares with
differential voting rights nor issued sweat equity shares. Further, the Company did not
grant any stock options during the year under review.
FIXED DEPOSITS:
The Company has not accepted any deposits from the public.
CREDIT RATING:
During the Financial Year 2024-25 the Company hasn't obtained any credit rating for
the credit facilities availed during the year 2024-25.
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 the Auditor ' s Report form part of the Annual Report.
The Auditor ' s Report does not contain any quali cation, reservation or adverse remarks.
Your Company ' s subsidiary, M/s. Kineco Ltd., registered a consolidated turnover
for the year 2024-25 amounts to Rs.949.37 Lakhs as against Rs.17,452.32 lakhs in the
previous year 2023-24. Total comprehensive income for the year amounts to (Rs.397.64)
Lakhs. as against Rs.735.14 Lakhs in the previous year. The total comprehensive income
attributable to owners of the company for the year amounts to (Rs.417.08) Lakhs as against
Rs.499.90 Lakhs in the previous year. Your Company ' s subsidiary, M/s. Nippo Green Energy
Private Ltd., registered a Nil turnover for the year 2024-25 and 2023-24.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing salient features of the financial
statements of the Company ' s subsidiaries, Associates and Joint Ventures in Form AOC-1 is
attached to the financial statements of the company. Pursuant to the provisions of Section
136 of the Act, the financial statements of the company consolidated financial statements
along with relevant documents and separate audited financial statements in respect of the
subsidiaries are available on the website of the company.
M/s. Kineco ltd ceased to be a material subsidiary of our company effective 06th
June 2024 and subsequently directors so nominated in M/s. Kineco Limited also vacated the
of ce.
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, 2025, 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, 2025 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 speci cally deals with the review and approval of
Material Related Party Transactions keeping in mind the potential or actual con icts 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, 2025 which were not at arm's length basis. All the material related party
transitions exceeding Rupees 1000 Crores or 10% of the Annual Standalone / Consolidated
turnover as per the last audited financial statement/ other related party transactions
were entered during the year by the company are disclosed in accordance with section 134
(3) (h) of the Companies Act, 2013, in form AOC 2 as per Annexure - " C " of
this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The Board has laid out the Company ' s policy on corporate social responsibility
(CSR), and the CSR activities of the Company are carried out as per the instructions of
the committee. The Committee also monitors the implementation of the framework of the CSR
Policy and recommending the amount to be spent on CSR activities. During the year, the
Company had spent 2% of its average net profits for the three immediately preceding
financial years on
CSR activities.
The Composition of CSR committee comprises of following directors:
1. Ms. Deepa Seshadri- Chairperson
2. Mr. M. Sankara Reddy - Member (Resigned on 6 th June, 2025)
3. Mr. P. Aditya Reddy- Member
4. Mr. Murali Subramaniam - Member (Appointed on 6 th June, 2025) The financial data
/ Annual Report pertaining to the Company ' s CSR activities for the financial year
2024-25 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, nancial, 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 identi cation therein of elements of
risk, if any, which in the opinion of the Board may threaten the existence of the Company.
DIRECTORS / KMP:
In accordance with the Articles of Association of the Company Mr. P.Dwaraknath Reddy
will retire by rotation at this ensuing Annual General Meeting. He being eligible, offer
himself for re-appointment.
In accordance with the Articles of Association of the Company Mr. 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 Ms. Suneeta Reddy will
retire by rotation at this ensuing Annual General Meeting. she being eligible, offer
herself for re-appointment.
In the opinion of the Board, Mr. Murali Subramaniam,
Mr.Kiran Joseph and Ms.S.Deepa Independent Directors of the company possess
integrity, expertise and experience (including the pro ciency). During the year under
review, Mr. N, Ramesh Rajan retired from the service of Independent Director of the
Company with effect from 6th May, 2024 and Mrs. Lakshmi Subramaniam Independent Women
Director retired from the service of the Company with effect from 16th July, 2024. The
Board appreciated their services rendered during the period of their tenure as Director of
the Company. Re-appointment of Mr. R.P. Khaitan for the post of directorship has not been
passed in the AGM held on 26th September, 2024.
During the year under review, Mr. Kiran Joseph was appointed as Independent Director
of the Company with effect from 30th April, 2024, Ms. Deepa Seshadri was appointed as
Independent Director of the Company with effect from 15th July, 2024 and Mr. Murali
Subramaniam was appointed as Independent Director of the Company with effect from 13th
December, 2024.
After the Closure of Financial Year, Mr. Sankara Reddy has resigned from his
directorship in the Board of the Company with effect from 6th June, 2025 and Ms.
Suneeta Reddy has been appointed as a director of the Company with effect from 6th
June, 2025. Mr. B L N Prasad has been appointed as a Director with effect from 12 th
August, 2025 and shall be regularized in the ensuing Annual General Meeting.
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 Of cer
and Mr. J. Srinivasan G. M -Finance & Company Secretary. During the year, Mr.
Pavan Kumar BVS has been appointed as CEO of the Company with effect from 1st January,
2025.
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, nance, 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 30th January,
2025 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:
Eleven 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.
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 - " F " to this report. As per section 136(1) of the
Companies Act, 2013 the report and accounts are being sent to the members and others
entitled thereto. Any member interested in inspecting or obtaining copy of the statement
of particulars of employees being forms part of the Report may contact the Company
Secretary at Registered Office during working hours and any member interested in obtaining
such information may write to the company secretary and the same will be furnished on
request.
NOMINATION AND REMUNERATION POLICY OF THE COMPANY:
The Company ' s policy on directors ' appointment and remuneration and other matters
provided in
Section 178(3) of the Act has been disclosed in the Corporate Governance report,
which forms part of the Board ' s Report. The objective of the Remuneration Policy is to
attract, motivate and retain qualified and expert individuals that the Company needs in
order to achieve its strategic and operational objectives.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT 2013:
The particulars of loans, guarantees and investments under section 186 of the Act
read with the Companies (Meetings of Board and its powers) Rules, 2014 for the financial
year 2024-25 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 con rmed 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 quali cations, 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 AND COST RECORDS:
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records
and audits) Rules, 2014 the Company has appointed M/s. B. Thulasiram & Co. Cost
Accountant, Chennai (Firm Registration
No. 003539) as the Cost Auditor of the Company for conducting the audit of cost
records of the Company for the financial year ending 31st March 2026 subject to rati
cation of remuneration payable to him by the members of the Company at the ensuing Annual
General Meeting of the Company. The Company hereby con rms that Cost Accounts and
Records has been maintained as specified by the Central Government under section 148(1) of
the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
The Cost Auditors ' Report of FY 2023-24 did not contain any quali cations,
reservations, adverse remarks or disclaimers and no frauds were reported by the Cost
Auditors to the Company under sub-section (12)of Section 143 of the Act.
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
2024-25.The Secretarial Audit Report for the financial year ended March 31, 2025 is
annexed herewith marked as Annexure - " E " to this Report. The Secretarial
Audit Report ' s does not contain any quali cation, reservation or adverse remark.
Further M/s. Damodaran & Associates, Practising Company Secretaries were
appointed as secretarial auditors of the Company at the board meeting held on 20 th May,
2025 for a period of ve years from the FY 2025-26 to 2029-30 subject to approval of
members in the ensuing Annual General Meeting.
REPORTING OF FRAUD BY AUDITORS:
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor/Cost 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 of cers
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 of cer for effective implementation of the policy and dealing
with the complaints registered under the policy.
The Whistle Blower Policy is available on the website of the Company www.nippo.in
INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Company has a proper and adequate internal control system to ensure that all the
assets of the Company are safeguarded and protected against any loss and that all the
transactions are properly authorised and recorded.
The Company has an established Internal Financial Control to cover internal controls
over financial reporting and operating controls etc., The framework is reviewed regularly
by the management and tested by internal audit team and presented to the Audit Committee.
Based on the periodical testing, the framework is strengthened, from time to time, to
ensure adequacy and effectiveness of Internal
Financial Controls of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC:
Your Company has always been in the forefront of energy conservation. Several
measures to conserve energy and to reduce the costs associated with it have been taken.
The details regarding conservation of energy, foreign exchange, technology absorption
including R & D efforts as required under Section 134 (3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure " A " to this
Report. The Company has an in-house Research Development Department, where the main areas
of focus are Energy Conservation, Process upgradation and Environment Preservation. The
Ministry of Science and Technology, Department of Scienti c and Industrial Research,
Government of India has recognized in-house R&D facilities of the Company.ny.
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.RETURN2025.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 cartelization of Zinc carbon dry cell battery case pending before Hon. National
Company Law Appellate Tribunal, New Delhi. (NCLAT)
Further the Company is in process of amalgamation with its wholly owned subsidiary,
Helios Strategic Systems Limited and the Company has received order from Hon ' ble
Tribunal, Chennai Bench to conduct the General Meeting of Shareholders on June 21, 2025,
to approve the scheme of amalgamation pursuant to Section 230-232 of the Companies Act,
2013. The details of the same are mentioned below.
COMPOSITE SCHEME OF AMALGAMATION:
The Board of Directors in its meeting held on
October 25, 2024 approved a Composite Scheme of Amalgamation ( " Scheme
of Amalgamation " ), inter-alia, involving amalgamation of Helios Strategic
Systems Limited, wholly owned subsidiary of the Company with the Company, under
Sections 230 to 232 and other applicable provisions of the Companies
Act, 2013 ( " the Act " ). The said Scheme will be effective upon receipt
of approval of shareholders, creditors, Hon ' ble National Company Law Tribunal and other
regulatory and statutory approvals as applicable with an appointed date of April 01, 2024.
The Company has led the application to National Company Law Tribunal, Chennai seeking
directions for convening the meeting of shareholders, secured creditors and unsecured
creditors and subsequently the Hon ' ble Tribunal has passed the order vide No. In
CA(CAA)/4 (CHE)/ 2025 dated April, 29, 2025 to conduct the General Meeting of Shareholders
on June 21, 2025 and the shareholders has approved the Scheme of Amalgamation with
majority on the said date. The Company is awaiting for the nal order for the same from the
Hon ' ble Tribunal of Chennai bench. All updates in this regard shall be posted on website
of the Company from time to time for information of stakeholders.
DISINVESTMENT FROM SUBSIDIARY ?€“ KINECO LIMITED:
During the financial year under review, the Company has disinvested its entire
equity stake in its material subsidiary, Kineco Limited with effect from 6 th June, 2024.
This strategic decision was taken after careful evaluation of the subsidiary ' s alignment
with the Company ' s long-term business objectives. The disinvestment is in line with the
Company ' s ongoing efforts to streamline its portfolio, focus on core business areas, and
enhance overall operational ef ciency Post disinvestment, Kineco Limited has ceased to be
a subsidiary of the Company with effect from June 6, 2024. The transaction was carried out
in compliance with applicable regulatory requirements, including those prescribed under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Companies Act, 2013.
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 led pursuant to the
Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
(a) number of complaints of sexual harassment received in the year; Nil (b) number
of complaints disposed off during the year; Nil and (c) number of cases pending for more
than ninety days. Nil
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.
MATERNITY BENEFIT ACT, 1961:
The Company is committed to upholding the rights and welfare of its employees and
has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules
made thereunder.
GENERAL:
During the year under review
1. The Company had not issued equity shares with differential voting rights as to
dividend, voting right or otherwise.
2. The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
3. Neither the Managing Director nor the Joint Managing Director of the company
receives any remuneration or commission from any of its subsidiaries
4. Application made or any proceeding pending under the insolvency and bankruptcy
code, 2016 during the year - Nil.
5. Major things happened during the year which made the impact on the overall
workings of the company & the major actions taken by the company in that respect -
Nil.
6. The details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons thereof - Nil.
7. During the year, there has been no change in the nature of business of the
Company.
8. In case the securities are suspended from trading, the directors report shall
explain the reason thereof - Not applicable.
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 dif cult 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 |
P.Aditya Reddy |
| Managing Director |
Joint Managing Director |
| (DIN:00277929) |
(DIN:00482051) |
| Place : Chennai |
|
| Date : 12 th August, 2025 |
|
