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NTC Industries Ltd.

BSE: 526723 Sector: Consumer
NSE: N.A. ISIN Code: INE920C01017
BSE LIVE 19:40 | 19 Oct 46.00 0.50
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OPEN 45.50
PREVIOUS CLOSE 45.50
VOLUME 2275
52-Week high 75.00
52-Week low 34.65
P/E 170.37
Mkt Cap.(Rs cr) 49
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 45.50
CLOSE 45.50
VOLUME 2275
52-Week high 75.00
52-Week low 34.65
P/E 170.37
Mkt Cap.(Rs cr) 49
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NTC Industries Ltd. (NTCINDS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasures in presenting the 25th Annual Report together with theAudited Statements of Accounts for the financial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS

The financial results of the Company during the year are given below:

Particulars Standalone Consolidated
Financial Year 2015-2016 Financial Year 2014-2015 Financial Year 2015-2016 Financial Year 2014-2015
1.a) Income from operations 888.53 2302.95 1831.89 2510.92
b) Other income 320.52 190.88 327.31 191.19
2. Expenses 1177.65 2252.12 1476.98 2256.10
Profit/(Loss) before interest and depreciation 31.40 241.71 863.18 446.01
Less: a) Finance Cost 38.15 60.24 427.84 92.10
b) Depreciation 50.03 84.30 180.96 110.90
Profit/ (Loss) before Exceptional Items (56.78) 97.17 254.38 243.01
Add: Exceptional Items - - - -
Profit/ (Loss) before taxation (56.78) 97.17 254.38 243.01
Less:- Provisions for current tax deferred tax and tax adjustments for earlier years (7.04) (25.60) 81.96 10.40
Profit/ (Loss) After Tax (49.74) 122.77 172.42 232.61
Add: Balance brought forward from last year 1692.12 1569.35 1801.95 1569.34
Less: Amount transferred to Reserves -- -- -- --
Balance carried to the Balance Sheet 1642.38 1692.12 1974.37 1801.95

DIVIDEND

Due to loss incurred during the financial year 2015-16 your directors regret theirinability to recommend any dividend.

RESERVES

The Company has not proposed any transfer to its Reserves.

REVIEW OF OPERATIONS

The fiscal year 2015-16 was another tough year for the cigarette industry coupled withvarious factors affecting sales volume of cigarettes manufacturers in India. Your Companywas also influenced by these various factors.

During the year under review your company has incurred loss of Rs. 56.78 Lacs ascompared to PBT of Rs. 97.17 Lacs in the previous year. Your Company's total turnover fromcigarettes business has also decreased to Rs. 1781.76 Lacs as compared to Rs. 2607.85 Lacsin the previous year. Export sales also decreased to Rs. 517.57 Lacs from Rs. 1549.55Lacs. However domestic sales increased to Rs. 1267.19 Lacs from Rs. 1058.29 Lacs in theprevious year. The Consolidated PBT also increased to Rs. 254.38 from Rs. 243.01 Lacs inthe previous year.

Change in nature of business if any

During the year there was no change in the nature of business of the Company.

Subsidiaries Joint Ventures And Associate Companies

As on 31st March 2016 your company has 4 wholly owned subsidiaries.

In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda Consolidated Financial Statement of the Company and all of its subsidiary which isforming part of the Annual Report.

The Annual accounts of the subsidiary will be kept at the Registered Office of theCompany and also at the Registered Office of the subsidiary companies and will beavailable to the investors seeking information at any time during the working hours of theCompany except Saturday. Further as per section 136 of the Companies Act 2013 theaudited financial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of the subsidiaries are availableat our website at www.ntcind.com. The Company does not have any Joint Venture orAssociate company.

Pursuant to proviso to Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the consolidated financial statements of the Company.

The Company has also formulated a Policy for determining material subsidiaries asapproved which can also be accessed on the Company's website at the link: http://www.ntcind.com/pdf/STLD/ntc%20Policy%20on%20Material%20Subsidiary.pdf

DIRECTORS:

A. Details of Directors and Key Managerial Personnel

Appointment Of Independent Directors:

At the Annual General Meeting of the Company held on 5th September 2014 the Membersof the Company appointed Mr. Gaurav Somani (DIN: 06368949) Sri Ravi Prakash Pincha (DIN :00094695) and Sri Dilip Chakraborty (DIN : 01839950) as Independent Directors under theAct for a term of up to 31st March 2019.

Statement On Declaration Given By Independent Directors Under Sub- Section (6) OfSection 149:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 (Listing Regulation).

Key Managerial Personnel:

The Board of Directors have re-appointed Mr. Nilotpal Deb as the Managing Director ofthe Company w.e.f 14.02.2016 for a period of 1(One) year subject to the approval ofmembers in the ensuing Annual General Meeting of the Company.

Retirement by Rotation:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of your Company Ms. Vembi Krishnamurthy Radha Director of the Company isdue to retire by rotation at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment.

B. Nomination & Remuneration Policy

The Board of Directors have framed a policy which lays down a framework in relation toappointment remuneration and other matters provided in Section 178(3) of the Act forDirectors Key Managerial Personnel and senior Management Personnel of the Company. Thesame has been enclosed as an annexure "A".

C. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under Listing Regulations. The performanceof the Board was evaluated after seeking inputs from all the directors on the basis of thecriteria such as the Board composition and structure effectiveness of board processesinformation and functioning etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors held on 31.03.2016 performance ofnon-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

The Director expressed their satisfaction over the evaluation process result thereafter.

D. Familiarisation Programme:

The Company has devised a programme for familiarisation of Independent Directors withthe Company their roles rights responsibilities in the Company nature of the industryin which the Company operates business model of the Company and related matters and thesame has been put up on the website of the Company at the link:http://www.ntcind.com/pdf/STLD/ntc%20Familiarisation%20programme.pdf

COMMITTEES:

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There has been noinstance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.

Share Transfer cum Stakeholders Relationship Committee

The composition and terms of reference of the Share transfer cum StakeholdersRelationship Committee has been furnished in the Corporate Governance Report forming apart of this Annual Report.

AUDITORS AND EXPLANATION TO AUDITOR'S REMARKS

Statutory Auditors

M/s S. M. Daga & Co Chartered Accountants were appointed as Statutory Auditors ofyour Company at the 23 Annual General Meeting held on 5 September 2014 for a term ofthree consecutive years. As per the provisions of Section 139 of the Companies Act 2013the appointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting. Accordingly the Board recommends to the Members of the Company for ratificationof the appointment of M/s S. M. Daga & Co Chartered Accountants as the StatutoryAuditors of the Company for the financial year 2016-17. In this regard M/s S. M. Daga& Co Chartered

Accountants have submitted their written consent that they are eligible and qualifiedto be continue as Statutory Auditors of the Company in terms of Section 139 of theCompanies Act 2013 and also satisfy the criteria provided in Section 141 of the CompaniesAct 2013.

The Auditors' Report to the shareholders for the year under review does not contain anyqualifications or adverse remarks. The Notes on Financial Statements referred to in theAuditors' Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

The Board has appointed Mr. Ram Mohan Goenka of M/s MR & Associates PracticingCompany Secretary to conduct Secretarial Audit for the financial year 2015-16. TheSecretarial Audit Report for the financial year ended March 31 2016 is annexed herewithmarked as annexure "B" to this Report.

Explanation to the Observation raised in the Secretarial Audit Report

The Secretarial Audit Report contains an observation as follows:

Observation:

a) Suit had been filed by shareholders of the Company in Sealdah Civil & CriminalCourt against Resolution passed in pursuance of Section 180(1)(a) and 180(1)(b) of theCompanies Act 2013 and the matter is subjudice.

b) The Company has not filed Form MGT-14 for appointment of Internal Auditor for thefinancial year 2015-16.

Boards' Reply:

a) On 05.01.2015 some minority shareholders have filed a suit against resolution passedby the Company in the court of Learned Fourth Civil Judge (Junior Division) at SealdahWest Bengal. Company has filled its objection and reply and the matter is still subjudicein the court

b) The form has been left out inadvertently. The company has taken a note of the sameand the same will be complied with in this year.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT-9 as requiredunder section 92 of the Companies Act 2013 read with Rule 12 of Companies (Management& Administration) Rules 2014 is annexed hereto as annexure "C".

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2015-16 Board Meetings were convened and held details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your directors make the following statement in terms of section134(3)(c) and 134(5) of the companies act 2013.

(a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any;

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

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

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the notes to standalone financial statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during thefinancial year with Related Parties as defined under the Companies Act 2013 and ListingRegulations were in the ordinary course of business and on an arm's length basis.

There are no materially significant related party transactions made by the Company withpromoters directors key managerial personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

The details of the related Party transaction in Form AOC-2 is enclosed and marked asAnnexure "D".

All related party transactions are placed before the Audit Committee for its approval.In accordance with Accounting Standard 18 the Related Party Transactions are disclosedunder Note No2.29 of the Standalone Financial Statements.

Your Company has framed a Policy on materiality of related party transactions anddealing with related party transactions as approved by the Board. The same can beaccessible on the Company's website at the link:http://www.ntcind.com/pdf/STLD/ntc%20Policy%20on%20Material%20Subsidiary.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis containing a detailed analysisof the Company's performance as per Regulation 34 of the Listing Regulations is annexedhereto.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Certificate from the Auditorsof the Company as required by Regulation 17(7) of the Listing Regulation for its duecompliance is annexed hereto forming part of this Annual Report.

A certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of ListingRegulations inter alia confirming the correctness of the financial statementadequacy of the internal control measures and reporting of the matters to the AuditCommittee is also annexed.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided in annexure"E" to this Report.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a Risk Management framework which consist ofPlan & Policies pursuant to requirement of the provisions of the Companies Act 2013read with provisions of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.

In this ever changing economic environment your company is exposed to various riskssuch as market risk financial risk liquidity risk principally interest rate riskcredit risk and risks associated with the economy regulations competition among others.The aforesaid Risk Management framework helps in identifying assessing monitoring andmitigation of various risks to key business objectives. The Audit Committee of the companyoversee and evaluate overall risk management framework which is periodically reviewed bythe Board of Directors to ensure that the executive management controls the risk as perdecided policy.

The risk management issues are discussed in detail in the Management Discussion andAnalysis.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of operations. These systems are routinely tested andcertified by Statutory as well as Internal Auditor and cover all offices factories andkey business areas. Significant audit observations and follow up actions thereon arereported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness ofthe Company's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company's riskmanagement policies and systems.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the Listing Regulations with stock exchanges and it can be accessed athttp://www.ntcind.com/pdf/STLD/ntc%20Vigilance%20Mechanism.pdf.

HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees a world classworking environment giving them equal opportunities to rise and grow. We continue toimplement the best of HR policies so as to ensure that talent retention is ensured at alllevels. Employee relations continued to be cordial and harmonious at all levels and in alldivisions of the Company during the year.

PARTICULARS OF EMPLOYEES

Details pursuant to section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 form part ofthis Report and are annexed herewith as annexure "F".

None of the employees of the Company is in receipt of remuneration exceeding the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

HEALTH SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the laws applicable to the Company. The Company hasbeen complying with relevant laws and has been taking all necessary measures to protectthe environment and maximize worker protection and safety.

DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

An Internal Complaints Committee has been constituted under the Anti Sexual HarassmentPolicy approved by the Board of Directors of the Company which provides a forum to allfemale personnel to lodge complaints (if any) therewith for redressal.

Your directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGMENTS

Your Directors wish to place on record their deep sense of appreciation to theshareholders bankers business associates retailers suppliers customers governmentand other regulatory agencies for their continued support and faith in the Company. YourBoard is grateful to the Independent Directors for their valuable contributions. All ofthem despite other business exigencies have shared their rich experience and knowledgewith the management to take your Company forward. Your Directors are also wish to place onrecord their appreciation for the whole-hearted co-operation dedication commitment andcontribution made by all the employees and look forward to their continued support.Inspired by this vision driven by values and powered by internal vitality your Directorsand employees look forward to the future with confidence and stand committed to creatingan even brighter future for all stakeholders.

For & on behalf of the Board
Nilotpal Deb Ravi Prakash Pincha
Managing Director Director

Place: Kolkata

Date: 30 Day of May 2016