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N.K.Industries Ltd. Interim / Quarterly Report 2021

Jul 31, 2021

61616_rns_2021-07-31_bce65dba-5583-4079-b4de-39f4a58a7eb1.pdf

Interim / Quarterly Report

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Date: 31st July, 2021

To, To,
National Stock Exchange of India Limited BSELimited
Exchange Plaza, Plot C-1, 'G' Block, Phiroze Jeejeebhoy Towers,
ISB Centre, Bandra-Kurla Complex, Dalal Street, Fort,
Bandra (East), Mumbai-400 051. Mumbai -400 001.
Company Code No. NKIND Company Code No. 519494

Dear Sir /Madam,

Sub: Outcome of Board Meeting held on 31st July, 2021

In continuation to our communication dated 21st July, 2021, informing the date of Board Meeting. The Board of Directors of the Company at its meeting held today inter alia considered and approved the following:

    1. Unaudited Standalone & Consolidated Financial Results for the quarter ended 30th June, 2021. The Company also obtained Limited Review Reports on the Standalone and Consolidated Financial Results for the quarter ended on June 30, 2021.
    1. To Hold and convene the 33rd Annual General Meeting of the members of the Company on Wednesday, 01st September,2021 at 2:00 P.M. through Video Conferencing ("VC") / other Audio-Visual means ("OVAM") ("AGM" / "THE MEETING").
    1. Appointment of M/ s. Riddhi Khaneja and Associates, Practicing Company Secretaries Ahmedabad, as Scrutinizer for the E-voting facility to be provided to the Shareholders pursuant to the ensuing 33rd Annual General Meeting at the ensuing 33rd Annual General Meeting.
    1. Approve the Board's Report along with all the annexures for the Financial Year 2020-21.

The meeting of Board of Directors of the Company commenced at 11:30 A.Mand the meeting concluded at 4:00 p.m.

This is for your information and records.

Thanking You. Yours faithfully, For,N K I~TRIES LIMITED Hasmukhbhai ~ Patel

Whole Time Director Din : 06587284

Phone : 91-79-66309999 Fax : 91-79-26589214 E-mail : [email protected]

Plant : 745, Kadi-Thor Road Kadi - 382 715. Dist. Mehsa~a (N.G.) Tele : (02764) 242613, 263884 Fax: (02764) 263667 Email : [email protected]

CIN No. : L91110GJ1987PLC009905

N.K.Industries Limited

Registered Office: 7th Floor,Popular House,Ashram Road, Ahmedabad - 380 009. Works: 745, Kadi-Thor Road, KADI-382715 Dist.Mehsana (North Guj arat)

Statement o f Stan dalon e Unaudited Financ ial Results For The Quarter Ended On 30th June, 2021

CIN: L9 1110GJ198 7PLC0099 05, Phone: 91-79-663 09999, Email: [email protected]
(INR) In Lakhs, except per Share dataPart I
Standalone
Quarter Ended on Year Ended
Particulars 30/06/2021Unaudited Audited 31/03/2021 30/06/2 020Unaudited 31/03/ 2021Audited
1 Income from operations
(a)Net Sales / Income From Operations (net of ExciseDuty) 60.00 150.00 30.00 240.00
(b) Other Operating Income 17.63 7.92 9.91 42.69
Total Income (1) 77.63 157.92 3 9 .91 282.69
2 Expenses
a) Cost of materials consumed - - - -
b) Purchase of stock-in-trade - - - -
c) Changes in inventories of finished goods, work-inprogress and stock in trade - - - -
d) Excise Duty and Service Tax - - - -
e) Employee benefits expenes 15.15 32.35 10.40 60.61
f) Finance Cost 0.06 0.41 0 .24 0.91
g) Depreciation and amortisation expenses 107.91 119.58 121.28 485.71
h) Other expenses 10.19 0 .51 18.42 32.41
Total Expe nditure 133.32 152.86 15 0.34 5 79.64
3 Profit /(Loss) before ex c eptional item (1-2)" (55.69) 5.06 (110.44) (296.9 5 )
4 Exceptional Items - - -
5 Profit /(Loss) before tax (3-4) (55.69) 5.06 (110.44) (296.95 )
6 Tax expense 15.79 37.49 (0.15) 64.58
7 i) Current Tax - - - -
8 ii) Deferred Tax 15.79 37.49 (0.15) 64.58
9 Profit/ (Loss) for the pe riod (5-6) (39.89) 42.55 (110.58) (232.38)
Other Comprehensie Inc ome (OCI)
i items that will not be reclassified to Profit & Loss (7.62) (12 .52) (6.00) (30.52)
ii Income taxs relating to items that will not be reclassifiedto profit or loss 2.22 3 .65 1.75 8 .89
iii items that will be reclassified to Profit or Loss - - - -
iv Income taxs relating to items that will be reclassified toprofit or loss - - - -
10 Total Other Comprehensive Income (Net of Tax) (5.40) (8.87) (4.25) (21.63)
Total Comprehensive Income for the period (9+10) (45.30) 33.68 (114.84) (254.01)
11 Paid-Up Equity Share Capital of Rs. 10 Each 600.99 600.99 600.99 600.99
Earnings per share (for continuing operation) (of ·10;-each):
i (a) Basic (0.66) 0 .71 (1.84) (3.87)
(b) Diluted (0.66) 0 .71 (1.84) (3 .87)
Earnings per share (for discontinued operation) (of · 10/ -each):
ii (a) Basic (0.66) 0.71 (1.84) (3.87)
(b) Diluted (0.66) 0 .71 (1.84) (3.87)
Notes:
  1. The above financial results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 31st July,2021 and are published in accordance with the SEBI (LODR) Regulations, 2015.

  2. As the Company has only one business segment, disclosure under Indian Accounting Standard 108 on" Operating Segment" issued by the Institute of Chartered Accountants of India is not applicable.

3 .The figures of the last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the second quarter of the respective financial years.

  1. The Auditors' report on the Limited Review for the quarter ended on 30th June 2021 contains qualification regarding transactions entered by company during f.y . 2012- 13 through trading and clearing member with NSEL. With respect to the said qualification it is to be submitted that National spot Exchange Limited (NSEL) has served a notice to N K Proteins Private Limited (Formerly known as N K Proteins Limited) who was a Trading and Clearing Member at NSEL and N K Industries Limited was only a client Company of Trading Member i.e. N K Proteins Limited. As regards, the balances of trade receivables and trade payables arising out of the transactions through NSEL platform, the same cannot be confirmed pursuant to the pendency of litigations and a s the matter is still pending' before the respective authorities. Further, the Home Department, Government of Maharashtra has issued a notification under the MPID Act, 1999 securing the attachment of Land & Building and Plant & Machinery of the Company. Against this the Company had challenged the notification issued by Home department, Government of Maharashtra, before the Hon 'ble High Court of Gujarat. The Hon 'ble Gujarat High Court had disposed off the application of the Company vide its order dated 29th March 2017 .Against the said order the Company had preferred a Special Leave Petition before the Hon 'ble Supreme Court of India. The Hon'ble Su preme Court oflndia had disposed off the Special Leave Petition on 17/04/2017, with an observation to file an application before the Hon'ble Bombay High Court. The Company has filed petition before the Hon'ble Bombay High Court in June 2017. Besides the above, the Company has also filed its objections against the attachment notification before the Designated Sp! MPID Court, Mumbai. The matter is subjudice.

  2. The Auditors' report on the Limited Review for the quarter ended on 30th June 2021 contains qualification regarding proceedings initiated by the Directorate of Enforcement under the Prevention of Money Laundering Act, 2002. With respect to the said qualification it is hereby clarified that the Company has preferred an appeal before the Hon'ble Appellate Tribunal under the Prevention of Money Laundering Act, 2002. The matter is sub-judice.

  3. With regards to search and seizure carried out by the Directorate of Enforcement, Government of India on 30.05.2018 the group company NKPPL, the Company along with group company and promoters challanged the show cause notice issued by the adjudicating authority, New Delhi, before the Hon'ble High Court of Delhi and the Hon'ble High Court has set aside the show cause notice. Further against the attachment of the assets of -the Company, the Company has issued fresh show cause dated 30.08.2018 and the Company has filed an appeal before the PMLA Appellate Tribunal, Delhi.

  4. Government of Maharashtra has filed suplementary charge sheet dated 25th December,2018, under the MPID Act against the Company and the Chairman. The Company has complied with all the summons under the said charge sheet and the matter was adjourned to 07.11.2019 and further adjourned to 15.02.2020, 07.03.2020, 30.04.2020, 21.05.2020, 18.07202,08.09.202, 0910.2020, 10.012.2020 6th February,2021 ,Sth May,2021,Sth July,2021 and now the matter is further adjourned to 04.09.2021.

PLACE:AHMEDABAD 31st July, 2021

For, N.K.Industries;ited

-f~PATa Wholetime Director (DIN: 065 87284)

I . PARIKH & MAJMUDAR

CHARTERED ACCOUNTANTS

CA. (DR). HITEN PARIKH M.Com., LLB., FCA.frttfependent Auditors Review Report on the Quarterly Unaudited CA. SANJAY MAJMUOAR B.Com., LLB .• FCA Standalone Financial Results of the Company pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,as amended

Review Report to, The Board of Directors N.K. INDUSTRIES LIMITED, Ahmedabad.

We have reviewed the accompanying statement of unaudited standalone financial results of N.K.INDUSTRIES LIMITED (the "company") for the quarter ended 30th June ,2021 . (the "statement")attached herewith, being submitted by the company pursuant to the requirements of Regulation 33 of the SEBI (listing obligations & Disclosure Requirements) Regulation,2015, (the Regulation) as amended, (the "Listing Regulations")

The preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" as prescribed under Section 133 of Companies Act, 2013,as amended read with relevant rules issued there under and other accounting principles generally accepted in India, read with the circular is the responsibility of the Company's Management and approved by the Board of Directors of the Company. Our responsibility is to express a conclusion on the statement based on our review.

We conducted our review of the statement in accordance with the Standard on Review Engagement (SRE) 2410, "Review of Interim Financial information performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Basis of Qualified Opinion

  1. The Company had entered into financial arrangement with National Spot Exchange Ltd (NSEL) through trading and Clearing Member, N.K. Proteins Private Ltd (erstwhile N. K. Proteins Limited (NKPL) (Group Company) by way of purchase and sales of various goods up to financial year 2012-13. The trade payables and trade receivables arising out of the said transactions through National Spot Exchange Limited (NSEL) from the concerns other than the group concerns are subject to confirmations by the respective parties/NSEL and reconciliations/adjustments, if any. Further, NSEL has suspended the trading on ·31.07.2013, as per the directions issued by the Government of India, Ministry of Consumer Affairs. NSEL has initiated recovery proceedings against the group company NKPL and also against the company by filing a civil suit in the Hon'ble High Court of Mumbai for an alleged amount of around Rs.937 crores plus interest .and the said proceedings are pending as on date. Further, the Home department, Government of Maharashtra has issued a notification under the Maharashtra Protection of Interest of Depositors (in financial establishments)-Act, 1999 (MPID Act) attaching the Land, Building & Plant & Machinery of the company located at Kadi , Gujarat. The company had challenged the notification issued by Home department of Maharashtra before Hon'ble Gujarat High Court which was disposed off vides its order dated 29th March 2017. The company preferred a Special Leave Petition before the Hon'ble Supreme Court of India against the order of Hon'ble Gujarat High Court and The Hon'ble Supreme Court of India had disposed off the Special Leave Petition on 17th April, 2017 with a observation to file an application before Hon'ble Bombay High Court, Mumbai, and as informed by the management, the company has filed petition before the Hon'ble Bombay High Court in June 2017 which is pending .Besides the above, the company has also filed its objections against the attachment notification before the Designated Special MPID Court, Mumbai. In view of the above that the matter · subjudice, and the alleged liability /claim are not accepted b

company ,we are unable to quantify the final liability and its impact if any, on the loss of the company for the Quarter ended on 30th June,2021.

  1. The Directorate of Enforcement, Government of India has initiated proceedings against the company under section 5(1) of the prevention of Money Laundering Act, 2002, along with group company NKPL, and by virtue of the provisional attachment order dated 10/03/2015, attached the assets of the company comprising of Land, building, plant and machinery situated at Survey Nos.719, 720, 721, 732/1, 732/2, 733, 741, 743, 744, 745, Kadi Thol Road, Village Kadi Kasba , taluka- Kadi, District Mehsana-382715 Gujarat. As explained to us, The Company has preferred an appeal before the Hon'ble Appellate Tribunal under the Prevention of Money laundering Act, 2002 against the order of Adjudicating Authority.

Further. The Director of Enforcement (hereinafter referred to as ED), Government of India had initiated proceedings of search/seizure on 30.05.2018 on the group company NKPL, the promoters of the company late Shri Nilesh Patel and Shri Nimish Patel, one of the family member as well as on the company and thereafter on 29.06.2018, the ED, Government of India, had preferred an application u/s 17(4) of the Prevention of Money Laundering Act, 2002 before the Adjudicating Authority, New Delhi, vide it's Application No. OA/236 of 2018 against the company as well as group company NKPL and the promoters for retention of the seized properties and for continuation of order of freezing the properties, till finalization of the proceedings, of the properties mentioned in the application u/s 17(4) of the PMLA Act, 2002. The company along with Group Company and promoters challenged the show cause notice issued by the adjudicating authority New Delhi, before the Hon'ble High Court of Delhi and the Hon'ble High Court has set aside the said show cause notice. The Director of Enforcement has attached assets of the company, group company NKPL and the promoters of the company by issuing a fresh show cause notice dated 30/08/2018 and the ____,~ · company has filed an appeal before PMLA Appellate Tribunal, Delhi

In view of the above that the matter is subjudice, and the alleged liability /claim are not accepted by the company, we are unable to quantify the final liability and its impact if any, on the loss of the company for the Quarter ended on 30th June, 2021.

  1. The Government of Maharashtra, (at the instance of Economic wing offence Mumbai), has filed supplementary Charge sheet dated 25th December, 2018 under the various sections of IPC AND MPID Act. against the company and its chairman Shri Nimish Patel. Further MPID Court on the basis of above supplementary charge sheet has issued summons dated 19th March,2019 against the company asking them to remain present on 26th April 2019.The Company has complied with the said summons and the matter was adjourned to th November,2019 and further adjourned adjourned to 15th February,2020 ,7th March,2020, 30th April 2020 ,21st May,2020, 18thJuly,2020,8th September ,2020 9th October 2020,10th December,2020,Gth February,2021,Sth May,2021,Sth July,2021 and now the matter is further adjourned to 4th September,2021. Thus, in view of the fact that the said criminal proceedings which have been initiated, inter alia, against the company and its Chairman Shri Nimish Patel are pending, we are unable to ascertain/quantify the final liability, if any, that may arise from the said criminal proceedings and therefore we are unable to quantify its impact, if any, on the loss of the company for the Quarter ended on 30th June , 2021.

Based on our review conducted as above, except as mentioned in qualified opinion, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard (" Ind AS") as specified under Section 133 of Companies Act, 2013 as amended, read with relevant rules issued there under and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of the Regulation, read with the Circular including the manner in which it is to be disclosed, or that it contains any material misstat --··--...

EMPHASIS OF MATTER

  1. The company is having accumulated losses (after taking into account the balance of reserves) of Rs 344.44 crores as at 30.06.2021 and the net worth of the company is negative However, as per the business plan and future cash flow projections submitted by the management to us and accepted by us. The Company is making sincere efforts for the revival of the Business & the management is confident to recover the losses through improved profitability in foreseeable future. Therefore no provision for the impairment has been made and accounts for the year have been prepared on "going concern basis." Further the above projections also contains business plan/ projected cash flow prepared by the management and accepted by us with respect to the subsidiaries company i.e Banpal Oil Chem Private limited and NK OIL Mills Private limited ,( Except Tirupati Retail India Pvt ltd where proper provision of Impairment has been done )the management is confident to also revive the operations of the loss making these two subsidiary companies, hence no provision for impairment in the fair value of the investment made in the said subsidiary companies has been made in the books of accounts of the company.

Our report is not modified in respect of this matter of Emphasis.

Place: AHMEDABAD FOR PARIKH & MAJMUDAR COUNT ANTS M.No.40230 UDIN: 21040230AAAAHW8005

DATE: 31-07-2021

N.K.lndustries limited

Registered Office: 7th Floor,Popular House,Ashram Road, Ahmedabad - 380 009. Works : 745, Kadi-Thor Road, KADl-382715 Dist. M ehsana (North Gujarat)

Consolidated Unaudited Financial Results For The Quarter Ended On 30th June, 2021

CIN: L91110GJ1987PLC009905, Phone: 91-79-66309999, Email: [email protected] Part I INR In Lacs, except per Share data Consolidated Quarter Ended on Year Ended Particulars 30/06/2021 31/03/2021 30/06/2020 31/03/2021 Unaudited Audited Unaudited Audited 1 Income from operations {a)Net Sales/ Income From Operations {net of Excise Duty) 522.45 677.03 489.73 2,204.51 (b) Other Operating Income 18.90 5.62 18.85 60.62 Total Income (1) 541.34 682.65 508.58 2,265.13 2 Expenses a) Cost of materials consumed - {8.04) - b) Purchase of stock-in-trade - - - c) Changes in inventories of finished goods, work-in-progress - - - - and stock in trade d) Excise Duty and Service Tax - - - e) Employee benefits expenes 92.91 120.79 88.06 396.02 f) Finance Cost 0.07 (4.79) 2.12 1.16 g) Depreciation and amortisation expenses 113.62 122.55 128.35 509.90 h) Other expenses 427.18 401.94 375.40 1,645.78 Total Expenditure 633.78 632.45 593.93 2,552.86 3 Profit /(Loss) before exceptional item (1-2) (92.44) 50.20 (85.35) (287.73) 4 Exceptional Items - - - - 5 Profit /{Loss) before tax (3-4) (92.44) 50.20 (85.35) (287.73) 6 Tax expense (25.04) (32.17) 8.63 (61.60) 7 i) Current Tax - 2.70 10.25 2.70 8 ii) Deferred Tax (25.04) (35.10) (1.62) (64.17) 9 Profit/ (Loss) for the period (5-6) (67.40) 82.37 (93.98) (226.13) Other Comprehensie Income (OCI) i items that will not be reclassified to Profit & Loss (7.62) (12.52) (6.00) (30.52) ii Income taxs relating to items that will not be reclassified to 2.22 3.65 1.75 8.89 profit or loss iii items that will be reclassified to Profit or Loss - - - iv Income taxs relating to items that will be reclassified to profit - - - - or loss 10 Total Other Comprehensive Income {Net of Tax) (5.40) (8.87) (4.25) (21.63) Total Comprehensive Income for the period (9+10) (72.80) 73.50 (98.23) (247.76) 11 Paid-Up Equity Share Capital of Rs. 10 Each 600.99 600.99 600.99 600.99 Earnings per share (for continuing operation) (of INR 10/ ieach): {a) Basic (1.12) 1.37 (1.63I (3.761 {b) Diluted (1.121 1.37 (1.63) (3.76] Earnings per share (for discontinued operation) (of INR 10/ ii each): (a) Basic (1.21) 1.22 (1.63I (4.12] {b) Diluted (1.21) 1.22 {1.63) (4.12)

Notes:

  1. The above financial results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on31st July,2021, and are published in accordance with the SEBI (LODR) Regulations, 2015.

  2. As the Company has only one business segment, disclosure under Accounting Standa rd 108 on "Segment Reporting" issued by the Institute of Chartered Accountants of India is not applicable.

3 The figures of the last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the second quarter of the respective financial years.

  1. During the year Company had three Wholly Owned Subsidiries viz. M/s. Banpal Oilchem Private Limited and M/s. N.K.Oil Mills Private Limited and M/s. Tirupati Retail (India) Private Limited whose accounts have been consolidated herewith.

  2. The Holding Company had entered into financial arrangement with National Spot Exchange Ltd (NSEL) through trading and Clearing Member, N.K. Proteins Private Ltd (erstwhile N. K. Proteins Limited (NKPL) (Group Company) by way of purchase and sales of various goods up to financial year 2012-13. The trade payables and trade receivables arising out of the said transactions through National Spot Exchange Limited (NSEL) from the concerns other than the group concerns are subject to confirmations by the respective parties/NSEL and reconciliations/adjustments, if any. Further, NSEL has suspended the trading on 31.07.2013, as per the directions issued by the Government of India, Ministry of Consumer Affairs. NSEL has initiated recovery proceedings against the group company NKPL and also against the Holding company by filing a civil suit in the Hon'ble High Court of Mumbai for an alleged amount of around Rs.937 crores plus interest and the said proceedings are pending as on date. Further, the Home department, Government of Maharashtra has issued a notification under the Maharashtra Protection of Interest of Depositors (in financial establishments)-Act, 1999 (MPID Act) attaching the Land, Building & Plant & Machinery of the Holding company located at Kadi , Gujarat. The Holding company had challenged the notification issued by Home department of Maharashtra before Hon'ble Gujarat High Court which was disposed off vides its order dated 29th March 2017. The Holding company preferred a Special Leave Petition before the Hon'ble Supreme Court of India against the o_rder of Hon'ble Gujarat High Court and The Hon'ble Supreme Court of India had disposed off the Special Leave Petition on 17th April, 2017 with a observation to file an application before Hon'ble Bombay High Court, Mumbai, and as informed by the management, the Holding company has filed petition before the Hon'ble Bombay High Court in June 2017 which is pending.Besides the above, the Holding company has also filed its objections against the attachment notification before the Designated Special MPID Court, Mumbai. In view of the above that the matter is subjudice, and the alleged liability /claim are not accepted by the company we are unable to quantify the final liability and its impact if any, on the loss of the Holding company for the quarter ended on 30th June, 2021.

6.The Directorate of Enforcement, Government of India has initiated proceedings against the Holding company under section 5(1) of the prevention of Money Laundering Act, 2002, along with group company NKPL, and by virtue of the provisional attachment order dated 10/03/2015, attached the assets of the Holding company comprising of Land, building, plant and machinery situated at Survey Nos.719, 720, 721, 732/1, 732/2, 733, 741, 743, 744, 745, Kadi Thol Road, Village Kadi Kasba, ta Iuka Kadi, District Mehsana-382715 Gujarat. As explained to us, The Holding Company has preferred an appeal before the Hon'ble Appellate Tribunal under the Prevention of Money laundering Act, 2002 against the order of Adjudicating Authority.

Futher,The Director of Enforcement (hereinafter referred to as ED), Government of India had initiated proceedings of search/seizure on 30.05.2018 on the group company NKPL, the promoters of the Holding company late Shri Nilesh Patel and Shri Nimish Patel, one of the family member as well as on the Holding company and thereafter on 29.06.2018, the ED, Government of India, had preferred an application u/s 17(4) of the Prevention of Money Laundering Act, 2002 before the Adjudicating Authority, New Delhi, vide it's Application No. OA/236 of 2018 against the company as well as group company NKPL and the promoters for retention of the seized properties and for continuation of order of freezing the properties, till finalization of the proceedings, of the properties mentioned in the application u/s 17(4) of the PMLA Act, 2002. The Holding company along with Group Company and promoters challenged the show cause notice issued by the adjudicating authority New Delhi, before the Hon'ble High Court of Delhi and the Hon'ble High Court has set aside the said show cause notice. The Director of Enforcement has attached assets of the Holding company, group company NKPL and the promoters of the Holding company by issuing a fresh show cause notice dated 30/08/2018 and the Holding company has filed an appeal before PMLA Appellate Tribunal, Delhi .

In view of the above that the matter is subjudice, and the alleged liability /claim are not accepted by the company we are unable to quantify the final liability and its impact if any, on the loss of the Holding company for the quarter ended on 30th June, 2021.

  1. The, Government of Maharashtra, (at the instance of Economic wing offence Mumbai), has filed supplementary Charge sheet dated 25th December, 2018 under the various sections of IPC AND MPID Act. Against the Holding Company and its Chairman Shri Nimish Patel.Further MPID Court on the basis of above supplementary charge sheet has issued summons dated 19th March,2019 against the holding Holding company asking them to remain present on 26th April 2019.The Holding Company has complied with the said summons and the matter was adjourned to 7th November,2019 and further adjourned to 15th February,2020 ,7th March,2020,30th April 2020 ,21st May,2020,18th July,2020,8th September,2020 ,9th October 2020,l0th December,2020, 6th February,2021,Sth May,2021,Sth July,2021 and now the matter is further adjourned to 04th Septemeber, 2021. Thus, in view of the fact that the said criminal proceedings which have been initiated, inter alia, against the holding company and its Chairman Shri Nimish Patel are pending, we are unable to ascertain/quantify the final liability, if any, that may arise from the said criminal proceedings and therefore we are unable to quantify its impact, if any, on the loss of the Holding company for the quarter ended on 30th June, 2021.

  2. The Subsidiary Company Tirupati Retail (India) Pvt ltd had entered into financial arrangement with National Spot Exchange Ltd (NSEL) through trading and Clearing Member, N.K. Proteins private Limited erstwhile N.K Proteins Limited (NKPL)( Group Company) by way of purchase and sales of various goods up to financial year 2012-13. The trade payables and trade receivables (now reflected under non current financial liabilities & non current financial assets) arising out of the transactions through National Spot Exchange Limited (NSEL) from the concerns other than the group concerns are subject to confirmations by the respective parties and reconciliations/ adjustments, if any. Further, NSEL has initiated recovery proceedings against the group company viz. N.K. Proteins private Limited and Holding Company viz. N K Industries limited and also against the subsidiary Companies ar:id the said proceedings are pending as on date. In view of the fact that the matter is sub-judice, and the alleged liability/Claim are not accepted by the said subsidiary company, we are unable to quantify the final liability and its impact if any, on the loss of the Consolidated Accounts.

PLACE : AHMEDABAD 31st July, 2021 ·: • • ' For, N.K.lndustries Limited HASMUKHBHAI ~~ KACHARABHAI PATEL Wholetime Director (DIN: 06587284)

CHARTERED ACCOUNTANTS

00

CA. (DR). HITEN PARIKH M.G,m., LLB., FCA., PH.D. CA. SANJAY MAJMUDAR

s Com .. LLB., F1ndependent Auditors Review Report on the Quarterly Unaudited Consolidated Financial Results of the Company pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,as amended

Review Report to, The Board of Directors N.K. INDUSTRIES LIMITED, Ahmadabad.

We have reviewed the accompanying statement of unaudited consolidated financial results of N.K.INDUSTRIES LIMITED (the "company") and its subsidiaries (the parent and its Subsidiaries together referred to as "the Group) for the quarter ended 30th June ,2021. (the "statement") attached herewith, being submitted by the parent pursuant to the requirements of Regulation 33 of the SEBI (Listing obligations & Disclosure Requirements) Regulation,2015, (the Regulation) as amended, (the "Listing Regulations").

This statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" as prescribed under Section 133 of Companies Act, 2013,as amended read with relevant rules issued there under and other accounting principles generally accepted in India, read with the circular is the responsibility of the Company's Management and approved by the Board of Directors of the Company. Our responsibility is to express a conclusion on the statement based on our review.

We conducted our review of the statement in accordance with the Standard on Review Engagement (SRE) 2410, "Review of Interim Financial information performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less

~ ....

assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the SEBI (Listing obligations & Disclosure Requirements) Regulation,2015, (the Regulation) as amended, to the extent applicable.

The statement includes the results of the following entities

Parent Company:

i. N.K.INDUSTRIES LIMITED

Subsidiaries:

  • i. Banpal Oilchem Private limited
  • ii. NK Oil mills Private limited.
  • iii. Tirupati Retail (India) Pvt Ltd.

Basis of Qualified Opinion

1. The Holding Company had entered into financial arrangement with National Spot Exchange Ltd (NSEL) through trading and Clearing Member, N.K. Proteins Private Ltd (erstwhile N. K. Proteins Limited (NKPL) (Group Company) by way of purchase and sales of various goods up to financial year 2012-13. The trade payables and trade receivables arising out of the said transactions through National Spot Exchange Limited (NSEL) from the concerns other than the group concerns are subject to confirmations by the respective parties/NSEL and reconciliations/adjustments, if any. Further, NSEL has suspended the trading on 31.07.2013, as per the directions issued by the Government of India, Ministry of Consumer Affairs. NSEL has initiated recovery proceedings against the group company NKPL and also against the Holding company by filing a civil suit in the Hon'ble High Court of Mumbai for an alleged amount of around Rs.937 crores plus interest and the said proceedings are pending as on date. Further, the Home department, Government of Maharashtra has issued a notification under the Maharashtra Protection of Interest of Depositors (in financial establishments)-Act, 1999 (MPID Act) attachi ···~ 0 the Land, Building & Plant & Machinery of the Holding company locate ,_;) Kadi , Gujarat. The Holding company had challenged the notification issued by Home department of Maharashtra before Hon'ble Gujarat High Court which was disposed off vides its order dated 29th March 2017. The Holding company preferred a Special Leave Petition before the Hon'ble Supreme Court of India against the order of Hon'ble Gujarat High Court and The Hon'ble Supreme Court of India had disposed off the Special Leave Petition on 17th April, 2017 with a observation to file an application before Hon'ble Bombay High Court, Mumbai, and as informed by the management, the Holding company has filed petition before the Hon'ble Bombay High Court in June 2017 which is pending.Besides the above, the Holding company has also filed its objections against the attachment notification before the Designated Special MPID Court, Mumbai.

In view of the above that the matter is subjudice, and the alleged liability /claim are not accepted by the company we are unable to quantify the final liability and its impact if any, on the loss of the Holding company for the quarter ended on 30th June , 2021.

  1. The Directorate of Enforcement, Government of India has initiated proceedings against the Holding company under section 5(1) of the prevention of Money Laundering Act, 2002, along with group company NKPL, and by virtue of the provisional attachment order dated 10/03/2015, attached the assets of the Holding company comprising of Land, building, plant and machinery situated at Survey Nos.719, 720, 721, 732/1, 732/2, 733, 741, 743, 744, 745, Kadi Thol Road, Village Kadi Kasba , taluka- Kadi, District Mehsana-382715 Gujarat. As explained to us, The Holding Company has preferred an appeal before the Hon'ble Appellate Tribunal under the Prevention of Money laundering Act, 2002 against the order of Adjudicating Authority.

Futher,The Director of Enforcement (hereinafter referred to as ED), Government of India had initiated proceedings of search/seizure on 30.05.2018 on the group company NKPL, the promoters of the Holding company late Shri Nilesh Patel and Shri Nimish Patel, one of the family member as well as on the Holding company and thereafter on 29.06.20 the ED, Government of India, had preferred an application u/s 17(4) oft ·i

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Prevention of Money Laundering Act, 2002 before the Adjudicating Authority, New Delhi, vide it's Application No. OA/236 of 2018 against the company as well as group company NKPL and the promoters for retention of the seized properties and for continuation of order of freezing the properties, till finalization of the proceedings, of the properties mentioned in the application u/s 17(4) of the PMLA Act, 2002. The Holding company along with Group Company and promoters challenged the show cause notice issued by the adjudicating authority New Delhi, before the Hon'ble High Court of Delhi and the Hon'ble High Court has set aside the said show. cause notice. The Director of Enforcement has attached assets of the Holding company, group company NKPL and the promoters of the Holding company by issuing a fresh show cause notice dated 30/08/2018 and the Holding company has filed an appeal before PMLA Appellate Tribunal, Delhi.

In view of the above that the matter is subjudice, and the alleged liability /claim are not accepted by the company we are unable to quantify the final liability and its impact if any, on the loss of the Holding company for the quarter ended on 30th June , 2021.

  1. The, Government of Maharashtra, (at the instance of Economic wing offence Mumbai ), has filed supplementary Charge sheet dated 25th December, 2018 under the various sections of IPC AND MPID Act. Against the Holding Company and its Chairman Shri Nimish Patel.Further MPID Court on the basis of above supplementary charge sheet has issued summons dated 19th March,2019 against the holding Holding company asking them to remain present on 26th April 2019.The Holding Company has complied with the said summons and the matter was adjourned to 7th November,2019 and further adjourned to 15th February,2020 ,7th March,2020,30th April 2020 ,21st May,2020, 18th July,2020,ath September,2020 ,9th October 2020, 10th December,2020, 6th February,2021,5th May,2021,5th July,2021 and now the matter is further adjourned to 04th Septemeber, 2021. Thus, in view of the fact that the said criminal proceedings which have been initiated, inter alia, against the holding company and its Chairman Shri Nimish Patel are pending, w unable to ascertain/quantify the final liability, if any, that may arise 1 1i

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the said criminal proceedings and therefore we are unable to quantify its impact, if any, on the loss of the Holding company for the quarter ended on 30th June , 2021.

4. The Subsidiary Company Tirupati Retail (India) Pvt ltd had entered into financial arrangement with Na~ional Spot Exchange Ltd (NSEL) through trading and Clearing Member, N.K. Proteins private Limited erstwhile N.K Proteins Limited (NKPL)( Group Company) by way of purchase and sales of various goods up to financial year 2012-13. The trade payables and trade receivables (now reflected under non current financial liabilities & non current financial assets) arising out of the transactions through National Spot Exchange Limited (NSEL) from the concerns other than the group concerns are subject to confirmations by the respective parties and reconciliations / adjustments, if any. Further, NSEL has initiated recovery proceedings against the group company viz. N.K. Proteins private Limited and Holding Company viz. N K Industries limited and also against the subsidiary Companies and the said proceedings are pending as on date. In view of the fact that the matter is sub-judice, and the alleged liability/Claim are not accepted by the said subsidiary company, we are unable to quantify the final liability and its impact if any, on the loss of the Consolidated Accounts.

Based on our review conducted as above, except as mentioned in qualified opinion, and based on the consideration referred to in paragraph below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard (" Ind AS") as specified under Section 133 of Companies Act, 2013 as amended, read with relevant rules issued there under and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of the Regulation, read with the Circular including the manner in which it is to be disclosed, or that it contains any material misstatement.

EMPHASIS OF MATTER

    1. the Consolidated financial statements reflects accumulated losses (after taking into account the balance of reserves) of Rs 346.40 Crores as at 30.6.2021 and the net worth of the Consolidated accounts as well as Holding Company and Subsidiary Companies as at 30.06.2021 is negative. However, as per the business plan and future cash flow projections submitted by the management of the holding company to us and accepted by us. As informed by the management of the Holding Company, the Holding Company is making sincere efforts for the revival of the Business & the management is confident to recover the losses through improved profitability in foreseeable future. Therefore, provision for the impairment has not been provided for and accounts for the year have been prepared on "going concern basis."Similarly, on the basis of the Certificate received from the respective auditors of the subsidiary company i.e Banpal Oil Chem Private limited and NK Oil Mills Private limited, (Except Tirupati Retail India Pvt limited, where proper provision of Impairment has been done) the management of the said two subsidiary companies is also making sincere efforts to revive the business and the management of the said Subsidiary companies is confident to recover the losses through improved profitability in foreseeable future. Therefore no provision for the impairment has been made in the books of said subsidiary companies and in the consolidated accounts and accounts of the Holding and said Subsidiary Companies for the year have been prepared on " going concern basis."
    1. NSEL has initiated recovery proceedings against the group company N. K. Proteins Private Ltd and has made one of the Subsidiary Company viz. N. K. Oil Mills Pvt Ltd., a party to the said proceedings and these proceeding are pending as on date.
  • 3. One the Subsidiary Company viz. Banpal Oil Chem Pvt ltd , The Directorate of Enforcement, Government of India has initiat ·· proceedings against the company under section 5(1) of the preventi ;

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of Money Laundering Act, 2002, and by virtue of the provisional attachment order dated 27.08.2014, attached the assets of the subsidiary company comprising of Factory Plant, Land, Building & Plant & Machinery of the company located at plot No. 144/64,65,66 of Chandisar Industrial Area. GIDC Mauje chandisar, Taluka-Palanpur, Dist- Banaskantha, Gujarat. As explained to us, The said Subsidiary company has preferred an appeal before the Hon'ble Appellate Tribunal under the Prevention of Money laundering Act, 2002.However, matter is subjudice, we are unable to quantify the liability and its impact if any, on the loss of the consolidated accounts.

4. On the basis of certificate received from the Management of Holding company, the holding company does not have any control on its joint Venture viz "AWN AGRO PRIVATE LIMITED" and hence no consolidation of the said joint venture is taken in to accounts while consolidation of accounts.

Our report is not modified in respect of this matter of Emphasis.

The accompanying unaudited consolidated financial results includes unaudited interim financial results and other unaudited financial information of two of the Subsidiaries which have not been reviewed by their auditors, whose interim financial statements reflect total Revenue of Rs 4.56 Crores and total net loss after tax of Rs 0.28 Crore for the Quarter ended June 30,2021 as considered in the unaudited consolidated financial results. These unaudited financial results and other unaudited financial information have been approved and furnished to us by the management. Our Conclusion, in so far as it relates to the affairs of these subsidiaries, is based solely on such unaudited financial results and other unaudited financial information.

Place: AHMEDABAD

FOR IKH & MAJMUDAR CHA OUNTANTS FR (C.A r . rikh) RTNER .No.40230 UDIN: 21040230AAAAHX5621

DATE: 31-07-2021