Nilachal Refractories Ltd. — Annual Report 2024

Sep 6, 2024

47[TH ]

ANNUAL REPORT - 2023 2024

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NILACHAL REFRACTORIES LIMITED CIN: L26939OR1977PLC000735

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Notice to the Shareholders

NOTICE is hereby given that the Forty Seventh (47[th] ) Annual General Meeting of the Members of NILACHAL REFRACTORIES LIMITED will be held on Saturday 28th September 2024 at 12:30 p.m. IST through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon:

“ RESOLVED THAT the audited standalone financial statements including the Balance Sheet of the Company as at March 31, 2024, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement for the year ended on that date together with all the notes annexed and the Directors’ and Auditors’ Reports thereon, placed before the meeting, be and are hereby considered and adopted.”

1. To appoint a Director in place of Mr. Vimal Prakash [DIN : 00174915] who retires by rotation, and being eligible, offer himself for re-appointment.

Place : Kolkata

By Order of the Board

Date 05[th] September 2024

Nilachal Refractories Limited

Niraj Jalan Director

Din : 00551970

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NOTES:

1. The General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (“MCA”) and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 issued by the Securities and Exchange Board of India (“SEBI”) including earlier circulars issued in this regard, (hereinafter collectively referred to as the “Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, New Delhi, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (the ‘Listing Regulations’) the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be 30D, J L Nehru Road, Kolkata--700016

2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting or other applicable e-voting during AGM.

3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding),Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act,2013.

5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule20 of the Companies (Management and Administration) Rules, 2014 (as amended)and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.nilachal.in. The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limited at http://www.bseindia.com and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.http://www.evoting.nsdl.com

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1. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020and MCA Circular No. 17/2020 dated April 13, 2020,MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

2. The Register of the Members and Share Transfer Books will remain closed from Sunday, 22[nd] September 2024 to Saturday 28[th] September 2024 (both days inclusive) in terms of the provision of Section 91 of the Companies Act, 2013.

INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Wednesday 25th September 2024 , at 09:00 A.M. and ends on Friday 27th September 2024 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 21st September, 2024 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 21st September 2024.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. Ifyou are not registered for IDeAS e-Services, option to

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register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available on www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e- Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding		Members facing any technical issue in login can contact CDSL helpdesk bysendinga request at

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securities in demat mode with CDSL helpdesk.evoting@cdslindia.com or contact at 02223058738 or 022-23058542-43 or 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
	a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

3. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

4. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

5. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

6. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

7. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

8. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

9. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

10. Now, you will have to click on “Login” button.

11. After you click on the “Login” button, Home page of e-Voting will open.

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- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

• How to cast your vote electronically and join General Meeting on NSDL e Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

• Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

• Now you are ready for e-Voting as the Voting page opens.

• Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

• Upon confirmation, the message “Vote cast successfully” will be displayed.

• You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to csrajasingh2014@gmail.com with a copy marked to evoting@nsdl.com.Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date i.e. 21st September,2024, may obtain the login ID and password by sending a request at evoting@nsdl.com or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the

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cut-off date i.e. 21st September,2024 may follow steps mentioned in the Notice of the AGM under Step 1 :“Access to NSDL e-Voting system”(Above).

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Senior Manager at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to cs@nilachal.in.

1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@nilachal.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

2. Alternatively shareholder/members may send a request to evoting@nsdl.comfor procuring user id and password for e-voting by providing above mentioned documents.

3. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

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1. The details of the person who may be contacted for any grievances connected with the facility for e- Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at cs@nilachal.in latest by 05:00 p.m. (IST) on Saturday, 21st September 2024.

6. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at cs@nilachal.in latest by 05:00 p.m. (IST) on Saturday, , 21st September 2024.The same will be replied by the company suitably.

7. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

8. When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.

9. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the AGM.

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1. Members who need assistance before or during the AGM, can contact Ms. Pallavi Mhatre, Manager, NSDL at evoting@nsdl.co.in or call 1800 1020 990 / 1800 22 44 30.

By order of the Board

For Nilachal Refractories Limited

Place: Kolkata

NIRAJ JALAN

Date: 05-09-2024

(Director) DIN : 00551970

DETAILS OF THE DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT IN FORTHCOMING ANNUAL GENERAL MEETING:

As required by regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the particular of Director who is proposed to be re-appointed is given below:

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----- Start of picture text -----

Particulars Mr. Vimal Prakash
Date of Birth 28TH October 1951
Date of Appointment 06 May 2006
Qualification Ceramic Engineer
Expertise in specific functional are More than 35 years of
experience
Directorship held in other Public NIL
company
Membership/Chairmanship of NIL
committees of other public
companies (includes only Audit
committees and Stakeholders
relationship Committee.)
Number of shares held in the 3,62,500 [Three Lakhs
Company Sixty Two Thousand
Five Hundred Only]
The listed entity from which Director NIL
has resigned in last three years
----- End of picture text -----

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DIRECTOR REPORT

Dear Members,

Nilachal Refractories Limited

Your Directors are pleased to present the Forty Seventh (47[th] ) Annual Reports together with the Audited accounts of your Company for the year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS:

(Rupees in crores)

Particulars	~~Year ended~~ 31st March 2024	~~Year ended~~ 31st March 2023
Turnover Profit/(Loss) before depreciation and taxation Less: Depreciation Profit/(Loss) before Taxation Less: Tax Expense (Deferred Tax) Profit/(Loss) after tax Add: Balance B/F from the previous year Less: Adjustment for Prior Period Depreciation	3.14 1.09 (0.63) (1.25) (0.56) (0.65) (1.20) (1.90) 5.29 (0.10) (6.49) (1.79) (33.43) (31.64) 0 0 (39.92) (33.43)
Balance Profit/ (Loss) C/F to the next year

FINANCIAL REVIEW

Your Company is making all-round efforts for its revival and the prospects of such efforts should bear fruits in the Financial Year 2024-25.

The Directors are quite hopeful that the operations of your Company will improve henceforth compared to past unforeseen difficult period.

During the year, there has been no change in the nature of business of the Company.

DIVIDEND:

In view of brought forward losses, your directors are unable to recommend any dividend for the financial year ended 31st March, 2024.

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TRANSFER TO RESERVES

No amount was transferred to Reserves during the F.Y. 2023-24.

HOLDING, SUBSIDIARY, ASSOCIATE COMPANY

The Company has no holding, subsidiary or associate Company therefore disclosures in this regard have not been provided in this Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the year were in the ordinary course of business and were on arm’s length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

The policy on related party transactions as approved by the Audit Committee and the Board of Directors is hosted on the website of the Company i.e. www.nilachal.in

Since all related party transactions entered into by the Company were in the ordinary course of business and were on arm’s length basis, therefore the requirement of furnishing the details in Form AOC-2 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review the Company has not provided any loan, given any guarantee or made any investment governed under Section 186 of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status of the Company’s operation in future.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of

unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, and Article 115 of the Article of Association of the company, Mr. Vimal Prakash, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

The independent directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

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	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.	KEY MANAGERIAL PERSONNEL Mr. Krishna Chandra Pusti, Manager, Mr. Ashish Kumar Bhalotia, Company Secretary and Mr. Dukhabandhu Prusty, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. MEETINGS OF BOARD OF DIRECTORS During the financial year under review, the board met Seven times i.e.
S N	. o	Date Of BM	PRADIP KUMAR MOHAPATRA	SRIBASH CHANDRA MISHRA	BINDU JAIN	SUNDARESAN RADHEKRISHNAN	VIMAL PRAKASH	RAMESH KUMAR DHANDHANIA	BHAGWATI PRASADJALAN	NIRAJ JALAN	VINAY AGARWAL
	1	23/05/23	YES	YES	YES	YES	YES	YES	YES	YES	YES
	2	30/05/23	-	YES	YES	YES	YES	YES	YES	YES	YES
	3	18/07/23	YES	YES	YES	YES	YES	YES	YES	YES	YES
	4	14/08/23	YES	YES	YES	YES	YES	YES	YES	YES	YES
	5	19/10/23	YES	YES	YES	YES	YES	YES	YES	YES	-
	6	14/11/23	-	YES	YES	YES	YES	YES	YES	YES	YES
	7	13/02/24	YES	YES	YES	YES	YES	YES	YES	YES	-
	The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details with respect to Committee Meetings and attendance thereat have been provided in the Corporate Governance Report forming part of the Annual Report. EXTRACT OF ANNUAL RETURN The Company’s Annual Return in form MGT-7 can be viewed on the Company’s website at http://www.nilachal.in INDUSTRIAL RELATIONS Industrial relations at Dhenkanal Plant of the Company remained harmonious and cordial during the year under review. The Directors wish to convey their sincere appreciation for the cooperation and support provided by the employees of the Company. DIRECTORS' RESPOSIBILITY STATEMENT In terms of the provisions of section 134(5) of the Companies Act, 2013, your "Directors" hereby confirm a) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards had 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 as at 31stMarch, 2024, and of the profit/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 the Companies Act, 2013, for safe guarding 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively; ~~14~~

• e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; ~~14~~

• f) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

PARTICULARS OF EMPLOYEES

Your Company comes under the provisions of the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, there by the Company Secretary was paid 1,81,000/- and the Chief Financial Officer was paid Rs. 2,31,000/-.

FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

The Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulates the performance evaluation of the Directors including Chairman, Board and its committees considering the said provisions the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination Committee and approved by the Board.

The Criteria for performance evaluation are as under :-

Attendance at meeting; Participation and Contribution; Responsibility towards stakeholders; Contribution in Strategic Planning; Compliance and Governance; Participation, Updating of Knowledge; Leadership; Relationships and Communications; resources; Conduct of Meetings.

Performance Evaluation of Board:-

Composition and Diversity of Board; Committees of the Board; Board & Committee Meetings; Understanding of the Business of the Company and Regulatory environment; Contribution to effective corporate governance and transparency in Company's Operation; deliberation/decisions on the Company's Strategies; Monitoring and implementation of the strategies and the executive management performance and quality of decision making.

Performance Evaluation of the Board Level Committees:-

The performance and effectiveness of the Committee, Frequency and duration, spread of talent and diversity in the Committee; Understanding of regulatory environment and development; interaction with the board.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

No case of fraud has been reported to the Audit Committee or Board during the year.

AUDIT AND AUDITOR’S REPORT

At the 46[th] AGM held on 11/11/2023, M/s. Jain Saraogi & Co. LLP Chartered Accountants (Firm Registration No. 305004E) were appointed as the Statutory Auditor of the Company for a period of Five Years, starting from the Financial Year 2023-24 to 2027-28.

The Statutory Auditors on the financial statement for the financial year 2023-2024 forms part of the annual report , the Statutory Auditors have expressed qualified opinion which is self explanatory and management assures necessary action towards the same including carrying out necessary strategic decisions i.e. diversify its business which can be carried on in alignment with the industry , its operating. Further the Management is trying to rope in investors.

SECRETARIAL AUDIT REPORT

The Company appointed Ms. Twinkle Agarwal, Company Secretary in Practice and her report is annexed herewith.

~~15~~

BOARD’S COMMENTS ON AUDITOR’S REPORT

The Auditors observations and remarks are explanatory and the management has taken note of the fact that the impairment of the Property, Plant and Equipment need to be carried out and will undertake measures to carry out the same in due course. Hence does not require any clarifications. The management has taken note that the actuarial valuation for the provision for employee benefits needs to be done and the same will be done in due course however the impact if any will be insignificant keeping in mind the number of employees and provision already accounted for.

COST RECORDS AND COST AUDIT

Maintenance of cost records and cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the company.

COMPOSITION OF AUDIT COMMITTEE

The constitution of the Audit Committee, Terms of Reference and the dates on which meetings of the Audit Committee were held are mentioned in the Corporate Governance Report for FY’23-24 forming a part of this Annual Report.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC

Information pursuant to section 134(3)(m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014 in respect of conservation of Energy and Technology Absorption and Foreign Exchange Earning and Outgo is given in Annexure - I, forming part of this Report.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. During the year under review there were no cases of sexual harassment reported to the Company.

INTERNAL COMPLAINTS COMMITTEE

During the year under review the Company has not employed any women and hence setting up of internal complaints committee is not required.

VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company http:/nilachal.in/head_of_policies.html. During the year under review, the Company has not received any complaint(s) under this policy.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. A Report on Corporate Governance & Shareholders Information together with an Auditors' Certificate regarding Compliance of the same are annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report is presented in a separate section, forms a part of the Annual Report.

~~16~~

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company's business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. Internal Control System are implemented to safeguard the Company's assets from loss or damage , to keep a constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.

The Board has appointed a Chartered Accountant firm who are conducting the Internal Audit of the Company . The report thereof is placed before the Audit Committee.

INSURANCE

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

DEPOSITS

Your company has not accepted any public deposit during the year under review.

CAPITAL STRUCTURE

During the year under review, your Company has neither increased its authorized capital nor issued any shares.

LISTING

The equity shares of your Company continued to be listed on Bombay Stock Exchange Limited (BSE) and Calcutta Stock Exchange Limited (CSE).

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

As a part of its policy for corporate social responsibility, the Company undertakes a range of activities to improve living conditions of the people in the neighbourhood of all its plants. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account in guidelines and statements issued by stakeholders and other regulatory bodies. Corporate Social Responsibility and Sustainable development will continue to be the leading priorities at the Company which it shall consistently strive to touch lives and make a difference.

APPRECIATION

Your Directors record their sincere appreciation for the assistance, support and guidance provided by Company's Customers, Suppliers, Government Authorities, Bankers, investors, financial institution and shareholders for their consistent support to the company. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward for their continuing support in future.

For and on behalf of the Board Niraj Jalan Director DIN : 00551970

Place: Kolkata Date : 5[th] September 2024

~~17~~

ANNEXURES TO DIRECTORS ' REPORT

ANNEXURE-I

Information under section 134(3)(m) read with the Companies ( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2024

A. CONSERVATION OF ENERGY :-

(a) Energy conservation measures taken:

The Company is committed to conserve energy and making best use of its resources. A considerable amount of time and effort will be earmarked for conserving power across all our plants.

• (i) Idle running of Machines has been controlled

• (ii) Operating efficiency of Shaft Kiln has been improved.

• (iii) Successful simultaneous operation of two Gas producers to fire increased green production and bring down the specific consumption of coal.

(b) Additional investments and proposals, if any, being implemented for the reduction of consumption of energy:

No additional investment is proposed but all efforts are on to conserve energy by improving operation.

Constant reviews of operations and process is being done to identify energy saving areas.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods.

With the implementation of the above measures, there will be considerable reduction in energy consumption.

(d) Total energy consumption and energy consumption Impact of the measures at(a)and (b) above for reduction of energy consumption and energy consumption per unit of production as per Form A of the Annexure is annexed.

B. TECHNOLOGY ABSORPTION :

The details of the efforts made towards absorption of technology are given separately in the Report in Form B.

~~18~~

C. FOREIGN EXCHANGE EARNING AND OUT GO:

Foreign Exchange Earning: Rs. NIL

Foreign Exchange Out Go: Rs. NIL

Form-A

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuelconsumption:

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----- Start of picture text -----

Paticulars 2023-2024 2022-2023 2021-2022
1) Electricity
(a) Purchased Units( KVAH) 178464 165000 165960
1831724 1695189 1756001
Total Amount(Rs)
Rate per unit (in Rs./KVAH)
10.26 10.27 10.58
(b) Own Generation
Through Diesel Generator Unit - - -
(KVAH)
Unit per Ltr. of Diesel oil - - -
Cost/Unit (Rs.)
- - -
Through Steam Turbine
Generator
- - -
2.)Steam Coal Grade ‘B’ and E used
in Gas Producer
Quantity (Tonnes)
Total Cost (RS) N.A N.A N.A
Average Rate(Rs/MT)
----- End of picture text -----

~~19~~

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----- Start of picture text -----

3) Furnace Oil & L.D.Oil
Quantity (KL)
N.A N.A N.A
Total Amount (Rs.)
Average Rate
LSHS Other Internal Generation
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B. Consumption per unit of production

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Particulars 2023-2024 2022-2023 2021-2022
1) Refractories Produced (MT) 750 375 852
2)
Electricity (KVAH/Ton) 237.95 437.00 194.79
3) Furnace oil & L.D Oil (Litres/Ton)
4 LSHS (Kg/Ton) ---- ---- ----
Steam Coal (Gross) Grade B &
E(KG/Ton) ---- ---- ----
---- ---- ----
5) Net Coal after dust (Kg/Ton)
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~~20~~

Form B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

Research and Development (R&D)

1. Specific areas in which R & D was carried out by the Company:

No R & D was carried out within the meaning of applicable standard.

2. Benefits derived as a results of the above R & D

Not Applicable

3. Future plan of action:

Your Company recognizes the need for cleaner and greener environment by taking various conservation measures, reduction of emission of harmful substances in the environment, reduction in wastages and various other useful measures. It further plans to improve its productivity and quality.

4. Expenditure on R & D

• Nil

5. Technology absorption, adaption and innovation N.A.

For and on behalf of the Board

NIRAJ JALAN DIN : 00551970 Director

Place: Kolkata

Date: 05-09-2024

~~21~~

ANNEXURE -V CORPORATE GOVERNANCE

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Company’s philosophy on code of governance

The basic objective of corporate governance policies adopted by the Company is to attain the highest levels of transparency, accountability and integrity. This objective extends not merely to meet with the statutory requirements but to go beyond them by putting into place procedures and systems, in accordance with best practices of governance. Your Company believes that Good Corporate Governance enhances the trust and confidence of all the stakeholders. Good practice in corporate behavior helps to enhance and maintain public trust in companies and stock market.

Your Company reviews its corporate governance practices to ensure that they reflect the latest developments in the corporate arena positioning itself to conform to the best corporate governance practice. Your Company is committed to pursue excellence in all its activities and maximize its shareholders’ wealth.

The Company’s corporate governance policies and practices focus on the following principles:-

• To recognize the respective roles and responsibilities of the Board and Management.

• To achieve the highest degree of transparency by maintaining a high degree of disclosure levels

• To ensure and maintain high ethical standards in its functioning

• To give the highest importance to investor relations

• To ensure a sound system of risk management and internal controls

• To ensure that employees of the Company subscribe to the corporate values and apply them in their conduct

• To ensure that the decision making process is fair and transparent

• To ensure that the company follows globally recognized Corporate governance practices

1) BOARD OF DIRECTORS :

The Board is headed by a Non-Executive Directors. As on 31[st] March, 2024 the Board comprised of Nine(9) Directors, out of which Five are Independent Directors, Four are Non-Executive Directors and the Company has a Manager. The Composition of the Board of Directors is in conformity with the Corporate Governance code. None of the Director is a member of more than ten committees or Chairman of more than five committees, across all the Companies in which he is a Director. None of the independent director is a director of more than seven listed companies The Board functions as a full Board and through committees. The Board of Directors and Committee meet at regular intervals. Every director of the Company is over twenty one years of age. The Board ensures the desired level of independence in functioning and decisionmaking. Moreover all the Non-Executive Directors are eminent professionals, and bring the wealth of their professional expertise and experience to the management of the Company.

~~22~~

~~Composition of Board of Directors and details of their shareholding in the Company~~

The Composition of the Board of Directors

The details of composition of the Board, Director's attendance at the Board Meetings and at the last Annual General Meeting, as on 31 March, 2024 are given hereunder:

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Name of Director Category Relationship with Date of Date of Attendance In Attendance in last
other Director Joining Resignation BM AGM
Mr.Bhagwati Prasad Non-Executive Father of Niraj Jalan 19th Dec 7 YES
Jalan Director 2005
Mr. Niraj Jalan Non-Executive Son of Bhagwati 06th May 7 YES
Director Prasad Jalan 2006
Mr. Vimal Prakash Non-Executive Director 06th May 7 YES
2006
Mr. Sribash Chandra Independent Director 31st Jan 7 YES
Mishra 2007
Mr. Ramesh Kr Independent Director 01st Feb 7 YES
Dhandhania 2014
Mr. S. Radhakrishnan Independent Director 25th Nov 7 YES
2014
Mrs. Bindu Jain Independent Director 25th Mar 7 YES
2015
Mr. Pradeep Kr Independent Director 14th Feb 5 YES
Mohapatra 2018
Mr. Vinay Kumar Non-Executive Director 23rd July 5 YES
Agarwal 2020
----- End of picture text -----

None of the Directors of the company holds Directorship in any other Listed Company therefore details for the same has not been furnished.

All the Independent directors of the Company have provided declaration that they qualify the conditions of their being independent. All such declarations were/are placed before the Board.

Board Procedures

• (a) Number of Board Meetings held, dates on which held

During the year under review, Seven board meetings were held, the dates on which the meetings were held are as follows:

Tuesday, May 23, 2023 Tuesday, May 30, 2023 Tuesday, July 18, 2023 Monday, August 14, 2023 Thursday, October 19, 2023 Tuesday, November 14, 2023 Tuesday, February 13, 2024

The maximum gap between any two Board Meetings held during the year was not more than one hundred and twenty days.

• (b) The information made available to the Board includes the following

• Annual Operating Plans and budgets and any updates.

~~23~~

~~2. Capital budgets and any updates~~

1. Quarterly results for the Company and its operating divisions or business segments.

2. Minutes of meetings of audit committee and other committees of the board.

3. Information on recruitment and remuneration of senior officers just below the board level including appointment or removal of CFO and the Company Secretary.

4. Show cause, demand, prosecution notices and penalty notices which are materially important.

5. Fatal or serious accidents or dangerous occurrences, any material effluent or pollution problems, if any

6. Any material default in financial obligations to and by the Company or substantial non-payment for goods sold by the Company.

7. Any issue which involves possible public or product liability claims of substantial nature, including any judgment or order which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

8. Details of any joint venture, acquisition of companies or collaboration agreement.

9. Transaction that involves substantial payment towards goodwill brand equity or intellectual property.

10. Significant labour problems and their proposed solutions. Any significant development on Human Resource/ Industrial Relation front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

11. Sale of material “nature, of investments, assets” which is not in the normal course of business

12. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risk of adverse exchange rate movements, if material.

13. Non- Compliance of any regulatory, statutory or listing requirements and shareholders services such as non - payment of dividends, delay in share transfer etc.

The Board also periodically reviews compliance reports of all laws applicable to the Company, prepared by the designated employees as well as steps taken to rectify instances of non- compliance.

(A) Code of Conduct for Board Members and Senior Management Personnel

The Board of Directors had adopted a Code of Conduct for the Board Members and Senior Management Personnel. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements, specifically under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and Senior Management level.

The declaration regarding Compliance with the code of conduct as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this report.

(B) Code of Conduct for prevention of Insider Trading

The Company has adopted a code of conduct for prevention of insider trading in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company Secretary of the Company is the Compliance Officer. All the Directors and Senior Management Personnel

~~24~~

~~and such other designated employees of the Company who are expected to have the access to~~ unpublished price sensitive information relating to the Company are covered under the said code. The Directors, their relatives, senior management personnel, designated employees etc are restricted from purchasing, selling and dealing in the shares while being in possession of unpublished price sensitive information about the Company during certain prohibited periods.

(C) Code of Conduct

The Company has adopted a code of conduct for the Board of Directors and the senior management of the Company and all of them has affirmed compliances of the same. The Policy has also been hosted on the website of the Company (www.nilachal.in).

(D) Whistle Blower Policy

The Company has formulated a whistle blower policy with a view to provide a mechanism for employees of the Company to approach the Chairman of Audit Committee. The Identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under the law. The functioning of the policy mechanism is reviewed audit committee on half yearly basis and by board on annual basis.

(E) Composition of Board Committees

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----- Start of picture text -----

Audit Committee Stakeholders Relationship Committee Nomination and Remuneration
Committee
Mr. S.C.Mishra-Chairman Mr. Ramesh Kumar Dhandhania - Mr. Ramesh Kumar Dhandhania-
Chairman Chairman
Mr. Ramesh Kumar Mr. S.C.Mishra Mr. S.C.Mishra
Dhandhania Member Member Member
Mrs. Bindu Jain- Mr. S.Radhakrishnan
Mrs. Bindu Jain Member Member
Member
----- End of picture text -----

AUDIT COMMITTEE

a) Composition of the Audit Committee:

The Audit Committee as on 31st March, 2024 comprised of the following four directors:

1. Mr. S.C.MishraChairman 2. Mr. Ramesh Kumar DhandhaniaMember 3. Mrs. Bindu JainMember

Company Secretary acts as the secretary to the committee. Mr. S.C. Mishra; Mr. Ramesh Kumar Dhandhania; Mrs. Bindu Jain are Independent Directors.

~~25~~

~~The Committee comprises of eminent professionals with expert knowledge in corporate finance. The~~ Minutes of each audit committee meeting are placed before and discussed by the Board of Directors of the Company.

b) Meeting of Audit Committee

During the year under review, the Committee held Seven meetings, the dates of the meetings being 23/05/2023, 30/05/2023, 18/07/2023, 14/08/2023, 19/10/2023, 14/11/2023, 13/02/2024. The maximum gap between any two Meetings of Audit held during the year was not more than one hundred and twenty days.

Sl. No.	Name of the Member	Designation	Number of Meetings attended
1	Mr. S.C.Mishra	Chairman	7
2	Mr. Ramesh Kumar Dhandhania	Member	7
3	Mrs. Bindu Jain	Member	7

c) Powers of the Audit Committee

The powers of the Audit Committee include the following:

1. To investigate any activity within its terms of reference

2. To seek information from any employee

3. To obtain outside legal or other professional advice

4. To secure attendance of outsiders with relevant expertise, if it considers necessary

d) Function of Audit Committee

The role of the Audit committee includes the following

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2. Reviewing with the management, the annual financial statements before submission to the board for approval, with particular reference to :

3. (i) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of Section 134(5) of the Companies Act, 2013.

4. (ii) Changes, if any, in accounting policies and practices and reasons for the same

5. (iii) Compliance with listing and other legal requirements relating to financial statements

6. (iv) Disclosure of any related party transactions

7. Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems.

8. Discussion with internal auditors any significant findings and follow up

9. Reviewing, the findings of any internal investigations by the internal auditors

10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post – audit discussion to ascertain any area of concern.

11. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee

12. The Audit Committee shall mandatorily review the following

~~26~~

• i. Management discussion and analysis of financial condition and result of operation

• ii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management.

• iii. Management letters/letters of internal control weakness issued by the statutory auditors;

• iv. Internal audit reports relating to internal control weaknesses;

Nomination & Remuneration Committee

As per sec 178 of the Companies Act 2013 and regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has set up a Nomination & Remuneration Committee whose roles are:

• i) Formulation of criteria for determining qualification, positive attributes and independence of a director and recommends to the Board a policy relating to the remuneration of directors, key managerial persons and other employees

• ii) Formulation of criteria for evaluation of Independent Director and the Board.

• iii) Identifying persons who are qualified to become directors and who may be appointed in the senior management.

• iv) Devising a policy on Board diversity.

The Nomination & Remuneration Committee as on 31[st] March, 2024 comprised of:

1. Mr. Ramesh Kumar DhandhaniaChairman 2. Mr. S.C. MishraMember 3. Mr. S RadhakrishnanMember

Company Secretary acts as the secretary to the committee.

The Company is in Compliance of the same and the Committee oversees the following

• a) To oversee the framing, review and implementation of Company’s overall compensation structure and related polices on remuneration packages payable to the WTDs/ MD & CEO and other staff including performance linked incentives, perquisites etc. with a view to attracting, motivating and retaining employees and review compensation levels vis- à -vis other companies.

During the year under review the Committee met two time, the date of the meetings being 19/10/2023, 13/02/2024.

Sl. No.	Name of the Member	Designation	Number of Meetings attended
1	Mr.Ramesh Kumar Dhandhania	Chairman	2
2	Mr. S.C.Mishra	Member	2
3	Mr. S Radhakrishnan	Member	2

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Evaluation of Performance of the Board, its Committees and Directors

Details with regard to evaluation of performance of the Board, its Committees and Directors have been furnished in the Directors’ Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee specifically looks into issues such as redressing of shareholders’ and investors’ complaints such as transfer of shares, ensuring expeditious redressal.

This Committee comprises of the following Directors.

Mr. Ramesh Kumar Dhandhania - Chairman Mr. S.C.Mishra - Member Mrs. Bindu Jain - Member

Company Secretary acts as the secretary to the committee

The Stakeholders Relationship Committee reviews and redresses all the grievances periodically and meets as and when required.

During the year under review the Committee met One time, the date of the meetings being 28/12/2023.

Sl. No.	Name of the Member	Designation	Number of Meetings attended
1	Mr.Ramesh Kumar Dhandhania	Chairman	1
2	Mr. S.C.Mishra	Member	1
3	Mr. S Radhakrishnan	Member	1

The details of the Compliance officer are given below:

Compliance Officer

Mr. Vimal Prakash Email: cs@nilachal.in, info@nilachal.in

During the period under review one meeting of the Committee was held on 28[th] December, 2023.

The Company has appointed M/s S K Infosolutions Pvt Ltd, as its Share Transfer Agent for both physical and demat segment of equity shares.

The Company obtains half-yearly certificate from a Company Secretary in Practice confirming the issue of certificates for transfer, sub-division, consolidation etc., and submits a copy thereof to the Stock Exchanges in terms of Regulation 40(9) of SEBI (LODR) Regulations, 2015. Further, the Compliance Certificate under Regulation 7(3) of the SEBI (LODR) Regulations, 2015 confirming that all activities in relation to both physical and electronic share transfer facility are maintained by Registrar and Share Transfer Agent registered with the Board is also submitted to the Stock Exchanges on a half yearly basis.

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INDEPENDENT DIRECTORS MEETING

During the year under review, separate Meeting of the Independent Directors was held on 09[th] March 2024, without the attendance of Non-Independent Directors and members of the Management, inter alia, to evaluate:

• Performance of Non-Independent Directors and the Board as a whole;

• Performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors;

• The quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors attended the Meeting.

SUBSIDIARIARY COMPANIES

The company does not have any subsidiary/subsidiaries within the meaning of the Companies act, 2013.

OTHER DISCLOSURES

(A) Related Party Transactions

There were no materially significant related party transactions, pecuniary transaction or relationships between the Company and its directors, promoters or the management that may have potential conflict with the interest of the Company at large except the details of transactions disclosed on accounts forming part of the Accounts as required under Accounting Standard 18 of the Institute of Chartered Accountants of India, and all related party transactions are negotiated on an arm’s length basis.

All details relating to financial and commercial transactions, where directors may have potential interest are provided to the Board and the interested Directors neither participated in the discussion nor do they vote in such matters. The Audit Committee of the Company also reviews related party transactions periodically. The policy for dealing with related party transactions has been hosted on the website of the Company. The weblink for the same is:

http://nilachal.in/pdf/head-of-policy/Policy%20on%20related%20Party%20Transcations.pdf

B. Disclosure of Accounting Treatment

The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India and in preparation of financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standard.

(B) Management’s Discussion and Analysis Report

The Management’s Discussion and Analysis Report is appended to this report.

(C) Directors

As per the Companies Act, 2013 at least 2/3[rd] of the Board should consist of retiring Directors, of these at least 1/3[rd] are required to retire every year.

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Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013. Mr. Vimal Prakash will retire at the ensuing Annual General Meeting and being eligible offers himself for re appointment.

(D) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

There was no case or incident under the said act.

(E) Communication to shareholders

The unaudited quarterly/ half yearly financial statements are announced within forty five days of the end of the quarter. The aforesaid financial statements are taken on record by the Board of Directors and are communicated to the stock exchange where the shares of the company are listed.

The audited annual results are announced within two months from the end of the last quarter as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Both the unaudited as well as the audited financial results of the Company are also hosted on its website i.e. http://www.nilachal.in

(F) Investors’ Grievances and Share Transfer

As mentioned earlier, the Company has a Board-level Investors Grievance Committee to examine and redress shareholders and investors’ complaints. The status on complaints and share transfers is reported to the Committee.

For matters regarding shares transferred in physical form, share certificates, change of address etc shareholders should send in their communications to S K Infosolutions Pvt.Ltd., our registrar and share transfer agent. Their address is given in the section on shareholder information.

(G) Details of Non- Compliances

The company is regular in complying with statutory rules and regulations and no penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority, on any matter related to Capital Markets. However, the stock exchange has imposed a penalty for a late compliance issue specifically related to Regulation 7(1) about appointing a Company Secretary and Compliance Officer.

(H) General Body Meetings

The location, date and time of Annual General Meetings held during the preceding three years are given below:

Year	Venue	Day & Date	Time
2020-21	Video Conferencing	Wednesday,29th September,2021	12:30 PM
2021-22	Video Conferencing	Wednesday,28th September,2022	12:30 PM
2022-23	Video Conferencing	Saturday,11th November,2023	12:30 PM

(I) Special Resolution and Resolution through Postal Ballots

In the 46[th] AGM of the Company held on 11[th] November 2023:

~~30~~

There are no special resolutions and resolutions passed through the postal ballot.

In the 45[th] AGM of the Company held on 28[th] September 2022:

There are no special resolutions and resolutions passed through the postal ballot.

In the 44[th] AGM of the Company held on 29[th] September 2021:

There are no special resolutions and resolutions passed through the postal ballot.

(J) Proceeds from public Issue/ Preferential Allotment

During the year under review there was no issue brought out by the Company.

(K) CEO/CFO CERTIFICATION

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the certificate from Dukhabandhu Prusty, Chief Financial Officer was placed before the Board of Directors.

(L) Compliance with Corporate Governance Norms

The Company has complied with all the mandatory requirements of Corporate Governance norms as enumerated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(M) Auditors Report on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors’ certificate is given as an annexure to the Directors Report

1. GENERAL SHAREHOLDERS’ INFORMATION:

1. GENE	RAL SHAREHOLDERS’ INFORMATION:
1	28th September 2024 At 12:30 P.M via VC/OAVM
2	22nd September 2024 to 28th September 2024 (both days inclusive)
3	No dividend is recommended by the Board of Directors for the year
4	The Company’s equity Shares are listed on the following Stock Exchanges- The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street , Mumbai–400 001 The Calcutta Stock Exchange Association. Limited 7, Lyons Range Kolkata–700 001
5.	The annual listing fees has been paid to the aforesaid Stock Exchanges for the Financial Year 2023-24.

1. The annual listing fees has been paid to the aforesaid Stock Exchanges for the Financial Year 2023-24.

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----- Start of picture text -----

–
6 Calcutta Stock Exchange Scrip Code 19120Bombay Stock
Exchange - Scrip Code 502294
7 ISIN:- INE416N01013
8 Custodians:-1. Central Depository Services (India) Limited
(CDSL)
2.National Securities Depository Limited (NSDL)
9 RTA:- S K Infosolutions Pvt.Ltd.
D/42, Katju Nagar Colony, PO & PS-
Jadavpur , KOLKATA, West Bengal,
India - 700032
10 Registered Office:- Plot No- P598/599 , Kedarnath Apartment,
Mahabir Nagar,Lewis Road ,
Bhubaneswar-751 002,Odisha
11 Works :-Nilachal Refractories Limited ,
Ipitata Nagar , Dhenkanal 759 025
Odisha
Corporate Office :- 30D, J L Nehru Road, Kolkata-700016, West
12 Bengal
Investors/shareholders can correspond with the RTA and
13 directly to the Registered Office /Corporate Office of the
company or may e-mail to the Company in this mail id:
cs@nilachal.in
Stock Price Data
Year/ Month BSE
(in Rs.)
High Low
2023
April 39.00 32.50
May 40.99 31.80
June 40.00 34.37
July 39.00 29.60
August 48.50 33.55
September 45.00 37.11
October 45.50 36.31
November 46.35 37.26
December 57.30 36.45
2024
January 49.50 38.88
February 69.14 38.00
March 112.00 62.05
https://www.moneycontrol.com/stocks/hist_stock_result.php?ex=B&sc_id=I&mycomp=Nilachal%20Re
fractories
----- End of picture text -----

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Distribution of Shareholding as at 31[st ] March 2024

(i) According to Category of Holding:

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(A) Promoter Group Shareholders No. of % of total No. of % of total
Shareholders number of shares held number of
shareholders shares
DIR.RELV. 22 00.50 5572657 27.37
PROM.COM. 8 00.18 8804865 43.24
Sub-total(A) 30 00.68 14377522 70.61
(B) Non-Promoters Shareholders
(a) MUT. FUND
(b) FIN. INST
(c) Insurance companies 1 00.02 15160 00.07
(d) NBFCs 0 00.00 0 00.00
(e) Foreign Portfolio 0 00.00 0 00.00
(f) Alternative investment funds 0 00.00 0 00.00
(g) F.I.I.S 0 00.00 0 00.00
(h) Central Government/ State
Government(s)/ President of India
(i) DOM. COM. 18 00.41 41368 00.20
(j) FOR. COM. 0 00.00 0 00.00
(k) RES. IND. 4324 98.27 5919272 29.07
(l) N. R. I. 8 00.18 1131 00.01
(m) NAL. BANK 0 00.00 0 00.00
(n) HUF 18 00.41 6797 00.03
(l) CLIENT MARGING TRADING 1 00.02 200 00.01
Sub-total (B) 4370 99.33 5983928 29.39
Total (A)+(B) 4400 100.00 20361450 100.00
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ii) According to Number of Shares held: 31-03-2024

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Shareholding Range No. of % of No. of % of
shareholders Shareholders shares Shareholding
1-500 4194 95.318 385493 1.89
501-1000 115 2.614 88227 0.43
1001-2000 37 0.841 54259 0.27
2001-3000 7 0.159 17085 0.08
3001-4000 2 0.045 6284 0.03
4001-5000 1 0.023 4450 0.02
5001-10000 4 0.091 28215 0.14
10001-50000 7 0.159 232282 1.14
50001-100000 4 0.091 287500 1.41
100001 and above 29 0.659 19257655 94.58
Total 4400 100.00 20361450 100.00
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Dematerialisation of Shares:

As stated earlier, the Company’ shares are listed on the Stock Exchange. As per the SEBI notifications, trading in Company’s shares has been made compulsorily in dematerialized form w.e.f. 26[th] December, 2000 and Company’s Registrar & Transfer Agent have established connectivity with NSDL & CDSL.

~~33~~

~~Auditors Certificate on compliance with the conditions of Corporate Governance~~ Code under (LODR) Regulations, 2015

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36

ANNEXURE – IV MANAGEMENT DISCUSSION AND ANALYSIS

1. Industry structure and developments:

Fortune of your Company which is in refractory industry is directly linked to the performance of Steel Industry as it is the largest consumer of refractory products. The other consumers of refractory products are Cement, Copper, Glass, Aluminum and Petro-chemical industries etc. which are witnessing reasonable growth, all these factors will have a very positive impact on the growth of refractory industry in near future. Nilachal Refractories Ltd. (NRL) is having its manufacturing unit in the State of Odisha near Dhenkanal. The Plant is strategically located and the Company hopes to take advantage of the boom in Steel and Aluminium industry in the region in times to come.

2. Opportunity, threats, risks and concerns:

Consequent upon technology advancement in steel making processes, major opportunity lies in manufacturing of continuous casting refractories, special monolithic viz. Castables, Plastic based ramming mass and gunning materials, etc. The Company is having its vision in line to this technology change.

Competition in refractory industry is building up. Lot of consolidation and re-organization is taking place in refractory industry. Input costs mainly the increase in cost of raw materials is also a cause of concern for refractory industry. Cost reduction measures will play an important role in keeping the unit viable in the face of stiff competition.

Further the company is continuously pursuing for some large orders from the consumers in India and overseas and also trying to rope in companies of repute to introduce new product categories for manufacture of its Dhenkanal plant.

3. Outlook:

Production in steel industry has increased and the demand for refractory products is also increasing. NRL will not be able to survive by basing its products mix on low-end products. For a sustained growth , NRL will have to go for high value products for which your Company has started taking initiatives.

There are many small and large Steel and Aluminium Plants coming up around Dhenkanal and Odisha State on the whole which will demand high-end products. With this we estimate a large requirement of quality products with high value which should boost our total turnover as well as bottom line. In order to face this challenge, your Company emphasis on Human Resource Management and Human Resource Development, this will ensure a capable and motivated team in place post settlement of all these labour issues. The Company is going to start afresh and shall have a new horizon.

4. Internal control system and their adequacy:

Significant internal audit systems are put in place.The firm of Chartered Accountant is conducting internal audit to ensure that the system are adhered to and controls are not flouted.

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5. Discussion on financial performance

Your Company is making all round efforts for its revival and the prospects of such efforts should bear fruits in the financial year 2023-24

.

6. Ratios where has been a significant change from F.Y. 2022-23 to 2023-24

There has not been any significant change in the key financial ratios from the financial year ended 31[st] March, 2023 to 31[st] March, 2024.

7. Details of any change in return on net worth as compared to previous year

There has not been change in return on net worth as compared to previous year.

Place: Kolkata

For and on behalf of the Board of Directors

Dated: 05[th] September 2024

Niraj Jalan (Director) DIN : 00551970

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