Your Directors have pleasures in presenting the 28th Annual Report togetherwith the Audited Statements of Accounts for the financial year ended 31stMarch 2019.
The financial results of the Company during the year are given below:
|Particulars || |
| ||Financial Year 2018-2019 ||Financial Year 2017-2018 ||Financial Year 2018-2019 ||Financial Year 2017-2018 |
|1.a) Income from operations ||1169.01 ||1615.48 ||2213 .47 ||2568.96 |
|b) Other income ||943.52 ||458.81 ||993.71 ||463.30 |
|2. Expenses ||1582.24 ||1787. 11 ||1729.04 ||1961.43 |
|Profit/(Loss) before interest and depreciation ||530.29 ||287.18 ||1478.14 ||1070.83 |
|Less: a) Finance Cost ||31.45 ||36.54 ||178.76 ||225.33 |
|b) Depreciation ||49.40 ||49.57 ||188.91 ||188.88 |
|Profit/ (Loss) before Exceptional Items ||449.44 ||201. 07 ||1110.47 ||656.62 |
|Add: Exceptional Items ||- ||189.45 ||- ||189.45 |
|Profit/ (Loss) before taxation ||449.44 ||11.62 ||467.17 ||467.17 |
|Less:- Provisions for current tax deferred tax and tax adjustments for earlier years ||93.00 ||(1.33) ||248.62 ||98.67 |
|Profit/ (Loss) After Tax ||356.44 ||12.95 ||861.85 ||368.50 |
|Add : Balance brought forward from last year ||1678.14 ||1665. 19 ||2724.76 ||2356.26 |
|Less: Amount transferred to Reserves ||-- ||-- ||-- ||-- |
|Balance carried to the Balance Sheet ||2034.58 ||1678.14 ||3586.61 ||2724.76 |
In order to conserve existing resources of the Company your directors do not recommendany dividend for the financial year 2018-19.
The Company has not proposed any transfer to its Reserves.
Review of operations
During the year under review your company has PBT of र 449.44 Lacs as compared toProfit of र 11.62 Lacs in the previous year. Your Company's total turnover from businesshas decreased to र1135.39 Lacs as compared to र 1506.48 Lacs in the previous year.This reduction in turnover was much due to the applicability of GST w.e.f 1stof July 2017 due to which the Company has shown turnover figures net of GST whilst theearlier figures were including of excise duty.
SChange in nature of business if any
During the year there was no change in the nature of business of the Company.
Changes in Share Capital
The paid-up Equity Share Capital of the Company as at 31st March 2019 stood at र1075 Lacs. During the ^^year under review there has been no change in the share capital ofthe Company.
Subsidiaries Joint Ventures & Associate Companies
As on 31st March 2019 your company has 4 wholly owned subsidiaries. Duringthe financial year under review none of the companies have become or ceased to beSubsidiaries Joint Venture or Associate Company.
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 subsidiaries 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. The Company does not have any Joint Venture or Associate 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.
Pursuant to Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as "the ListingRegulations") the Company has formulated a Policy on Material Subsidiary and the sameis available on the website of the Company at the link: http://www.NTCind.com/pdf/Secretarial-Documents/NTCPolicy on Material Subsidiary.pdf.
Further as per section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and the annual audited accounts of each of the subsidiaries are available at ourwebsite at www.NTCind.com.
A. Details of Directors and Key Managerial Personnel Appointment of IndependentDirectors:
At the 27th AGM of the Company Mr. Gaurav Somani (DIN: 06368949) and Mr.Amar Chand Baid (DIN: 07741980) were re-appointed as Independent Directors of the Companyfor a term of five consecutive years w.e.f. 1st April 2019 to hold office till 31stMarch 2024 and Mr. Sumit Banthiya (DIN: 06698295) has been inducted as the newIndependent Director to hold office till 5th January 2023. However Mr. SumitBanthiya resigned from the directorship on 9th April 2019.
The Independent Directors have given their consent to be re-appointed and havefurnished necessary declarations to the Board of Directors that they meet the criteria ofindependence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations.
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 Regulations").
Key Managerial Personnel:
During the year under review there is no change in the Key Managerial Personnel of theCompany. Mr. Upmanyu Pathak (DIN: 06563100) has been appointed as the Managing Director ofthe Company w.e.f 09.11.2017 for a period of 3 (Three) year with the approval of membersin the 27th 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 Mr. Upmanyu Pathak (06563100) is due to retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.
A brief resume of the Director being reappointed as required under Regulation 36(3) ofthe Listing Regulations forms a part of the Notice convening the ensuing AGM.
B. The Board of Directors have framed a policy which lays down a framework inrelation to appointment remuneration and other matters provided in Section 178(3) of theAct for Directors Key Managerial Personnel and senior Management Personnel of theCompany. The same has been available at our website at www.NTCind.com .
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 performance of the Chairman was also evaluatedon the key aspects of his role.
In a separate meeting of independent Directors held on 30.03.2019 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 Directors expressed their satisfaction over the evaluation process and resultsthereof.
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.
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. Details relating tonumber of Audit Committee Meetings held dates of Meeting indicating the number ofmeetings attended by each Member are also given in the Corporate Governance Report. Therehas been no instance where the Board has not accepted the recommendations of the AuditCommittee.
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.Details relating to number of Nomination and Remuneration Committee Meetings held datesof Meeting indicating the number of meetings attended by each Member are also given in theCorporate Governance 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. Details relating to number of Share Transfer cum StakeholdersRelationship Committee Meetings held dates of Meeting indicating the number of meetingsattended by each Member are also given in the Corporate Governance Report.
Auditors and Explanation to Auditor's Remarks Statutory Audit
M/s. VKR & Associates Chartered Accountants (Firm Registration No. 320323E) theStatutory Auditor of your Company have conducted the Statutory audit of the Company forthe financial year 2018-19. The Independent Auditors Report for the financial year ended31st March 2019 forms a part of this Annual Report.
The Company is pleased to inform that there is no qualification/reservation/adverseremark made by the Statutory Auditors in their report.
No frauds were reported by auditors under sub-section (12) of section 143 of the Act.
Your Company's Auditors M/s VKR & Associates Chartered Accountants (Firmregistration No 320323E) were appointed as the Statutory Auditors from the conclusion ofthis 26th Annual General Meeting till the conclusion of the 31stAnnual General Meeting of the Company subject to ratification by members every year. TheCompany has received a certificate from the Auditor under section 141 of the Companies Act2013 to the effect that they are eligible to continue as Statutory Auditors of theCompany.
Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 28th AGM.
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.
The Board has appointed Mr. Ram Mohan Goenka of M/s MR & Associates PracticingCompany Secretary to conduct Secretarial Audit for the financial year 2018-19. TheSecretarial Audit Report for the financial year ended March 312019 is annexed herewithmarked as annexure "A" to this Report.
Explanation to the Observation raised in the Secretarial Audit Report
The Secretarial Audit Report contains the following observations:
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.
a) On 05.01.2015 some minority shareholders have filed a suit against the Company inthe court of Learned Fourth Civil Judge (Junior Division) at Sealdah West Bengal. TheCompany has filed its objection and reply and the matter is still subjudice in the court
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 the Companies (Management& Administration) Rules 2014 is annexed hereto as annexure "B".
Number of meetings of the Board of Directors
During the financial year 2018-19 7 (Seven) Board Meetings were held details of whichare given in the Corporate Governance Report. Details relating to dates of Board Meetingindicating the number of meetings attended by each Director are also given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod 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 312019 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 of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;
(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; and
(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.
During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe Company on related party transactions i.e. there were no transactions exceeding tenpercent of the annual turnover as per the last audited financial statements entered intoduring the year. Accordingly the disclosure required under section 134(3)(h) of the Actread with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is notapplicable to your Company
Further there are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other Designated Personswhich may have a potential conflict with the interest of the Company at large. The detailsof related party transactions are disclosed and set out in Note 2.34 to the StandaloneFinancial Statements forming part of this Annual Report
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 http://www.NTCind.com/pdf/Secretarial-Documents/NTCPolicy on Related Party Transactions.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.
A separate report on Corporate Governance along with the Certificate from the Auditorsof the Company as required by Regulation 34(3) 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 statement adequacyof the internal control measures and reporting of the matters to the Audit Committee isalso 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"C" 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 Listing Regulations.
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.
^^Tnlicv On Prevention Of Insider Trading
Your Company has adopted a "Code of Practice & Procedure for FairDisclosure" as envisaged under SEBI (Prohibition of Insider Trading) Regulations2015 with a view to Regulate trading in equity shares of the Company by the Directors andDesignated Employees of the Company. The said Code is available on the website of theCompany at the link: http://www.NTCind.com/pdf/Secretarial- Documents/NTC Code ofPractices.pdf .
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 at the website. Nopersonnel has been denied access to the Audit Committee. The Whistle Blower Policy alsoprovides for adequate safeguards against victimization of persons who use such mechanismand is also available at the Company's website at the linkhttp://www.NTCind.com/pdf/Secretarial- Documents/NTC Vigilance Mechanism.pdf .
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 "D".
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
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.
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 Directorslook forward to the future with confidence and stand committed to creating an evenbrighter future for all stakeholders.
| ||For & on behalf of the Board |
| ||Upmanyu Pathak Gaurav Somani |
| ||Managing Director Director |
|Place: Kolkata || |
|Date: 28th May 2019 || |