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NTC Industries Ltd.

BSE: 526723 Sector: Consumer
NSE: N.A. ISIN Code: INE920C01017
BSE 11:45 | 23 Jun 68.10 3.65
(5.66%)
OPEN

66.00

HIGH

68.90

LOW

63.00

NSE 05:30 | 01 Jan NTC Industries Ltd
OPEN 66.00
PREVIOUS CLOSE 64.45
VOLUME 24673
52-Week high 92.65
52-Week low 22.45
P/E 10.79
Mkt Cap.(Rs cr) 81
Buy Price 68.10
Buy Qty 14.00
Sell Price 68.65
Sell Qty 100.00
OPEN 66.00
CLOSE 64.45
VOLUME 24673
52-Week high 92.65
52-Week low 22.45
P/E 10.79
Mkt Cap.(Rs cr) 81
Buy Price 68.10
Buy Qty 14.00
Sell Price 68.65
Sell Qty 100.00

NTC Industries Ltd. (NTCINDUSTRIES) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasures in presenting the 29th AnnualReport together with the Audited Statements of Accounts for the financial year ended 31stMarch 2020.

FINANCIAL HIGHLIGHTS

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

(Rs in Lacs)

Particulars Standalone Consolidated
Financial Year 2019-2020 Financial Year 2018-2019 Financial Year 2019-2020 Financial Year 2018-2019
1.a) Income from operations 1508.33 1169.01 2220.19 2213.47
b) Other income 540.68 943.52 559.33 993.71
2. Expenses 1796.61 1582.24 2084.95 1729.04
Profit/(Loss) before interest and depreciation 252.40 530.29 694.57 1478.14
Less: a) Finance Cost 30.91 31.45 129.64 178.76
b) Depreciation 51.47 49.40 191.59 188.91
Profit/ (Loss) before Exceptional Items 170.02 449.44 373.34 1110.47
Add: Exceptional Items 186.44 - 186.44 -
Profit/ (Loss) before taxation 356.46 449.44 559.78 467.17
Less:- Provisions for current tax deferred tax and tax adjustments for earlier years 76.57 93.00 118.57 248.62
Profit/ (Loss) After Tax 279.89 356.44 441.21 861.85
Add: Balance brought forward from last year 2034.58 1678.14 3586.61 2724.76
Less: Amount transferred to Reserves - - - -
Balance carried to the Balance Sheet 2314.47 2034.58 4027.82 3586.61

DIVIDEND

In order to conserve existing resources of the Company your directorsdo not recommend any dividend for the financial year 2019-20.

RESERVES

The Company has not proposed any transfer to its Reserves.

REVIEW OF OPERATIONS

During the year under review your company has PBT of Rs. 356.46 Lacsas compared to Profit of Rs. 449.44 Lacs in the previous year. Your Company's totalturnover from business has decreased to Rs. 1108.89 Lacs as compared to Rs. 1135.39 Lacsin the previous year.

CHANGE IN NATURE OF BUSINESS IF ANY

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

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31st March 2020stood at Rs. 1075 Lacs. During the year under review there has been no change in the sharecapital of the Company.

SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2020 your company has 4 wholly ownedsubsidiaries. During the financial year under review none of the companies have become orceased to be Subsidiaries Joint Venture or Associate Company.

In accordance with Section 129(3) of the Companies Act 2013 theCompany has prepared a Consolidated Financial Statement of the Company and all of itssubsidiaries which is forming part of the Annual Report.

The Annual accounts of the subsidiary will be kept at the RegisteredOffice of the Company and also at the Registered Office of the subsidiary companies andwill be available to the investors seeking information at any time during the workinghours of the Company except Saturday. Further as per section 136 of the Companies Act2013 the audited financial statements including the consolidated financial statementsand related information of the Company and audited accounts of each of the subsidiariesare available at our website. The Company does not have any Joint Venture or Associatecompany.

Pursuant to proviso to Section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's subsidiaries inForm AOC-1 is attached to the consolidated financial statements of the Company.

Pursuant to Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) 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/ntc_Policy_on_Material_Subsidiary.pdf.

Further as per section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and the annual audited accounts of each of the subsidiaries areavailable at our website at www.ntcind.com.

COVID 19

The Business operation of the Company was disturbed since thedeclaration of lockdown which will impact the financial position of the Company due toclosure of manufacturing activities. The offices and the factory were shut down duringlock down phase. Operations has been resumed at the factory sites which is located innon-containment zone after complying with all the requirement related to Social Distancingand mandatory to wear face mask face cover and have proper sanitizations with properinterval with reduced work force. As part of the precautionary measures undertaken by theCompany employees have been advised to work from home to the extent feasible. The Companydoes not foresee any significant impact in respect of its existing contracts andagreements where the non-fulfillment of obligations by any party would lead to anymaterial financial claim.

BOARD OF DIRECTORS:

The Board comprises of an optimum mix of both Executive andNon-Executive Directors including Independent Directors and a Woman Director. The Board'scomposition and size is in compliance with the provisions of the Act and the ListingRegulations. The details of Directors of the Company and the remuneration drawn by themare given in the Extract of Annual Return which is annexed to this report as Annexure- B.

None of the Directors of the Company are disqualified from beingappointed as Directors as specified in

Section 164(2) of the Act and Rule 14(1) of the Companies (Appointmentand Qualification of Directors) Rules

2014.

A. APPOINTMENT/RE-APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEYMANAGERIAL PERSONNEL

• Retirement By Rotation: In accordance with the provisions ofthe Companies Act 2013 and the Articles of Association of your Company Ms. VembiKrishnamurthy Radha (07141131) is due to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for reappointment.

A brief resume of the Director being reappointed as required underRegulation 36(3) of the Listing Regulations forms a part of the Notice convening theensuing AGM.

• Independent director: At the 27th AGM of theCompany Mr. Gaurav Somani (DIN: 06368949) and Mr. Amar Chand Baid (DIN: 07741980) werere-appointed as Independent Directors of the Company for a term of five consecutive yearsw.e.f. 1st April 2019 to hold office till 31st March 2024 and Mr. Sumit Banthiya (DIN:06698295) has been inducted as the new Independent Director to hold office till 5thJanuary 2023. However Mr. Sumit Banthiya resigned from the directorship on 9thApril 2019.

• Statement On Declaration Given By Independent Directors UnderSub- Section (6) Of Section 149:

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Act and Regulation 25 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 ("Listing Regulations").

• Key Managerial Personnel: During the year under reviewthere is no change in the Key Managerial Personnel of the Company. Mr. Upmanyu Pathak(DIN: 06563100) has been appointed as the Managing Director of the Company w.e.f09.11.2017 for a period of 3 (Three) year with the approval of members in the 27thAnnual General Meeting of the Company.

B. NOMINATION & REMUNERATION POLICY

The Board of Directors have framed a policy which lays down a frameworkin relation to appointment remuneration and other matters provided in Section 178(3) ofthe Act 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 ownperformance Board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed under Listing Regulations. Theperformance of the Board was evaluated after seeking inputs from all the directors on thebasis of the criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc.

The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the performance of the Chairman wasalso evaluated on the key aspects of his role.

During the year under review no meeting of independent Directors helddue to Covid-19 pandemic. However Independent directors on 30.03.2020 through telephonicdiscussion evaluated the performance of non-independent directors performance of theboard as a whole and performance of the Chairman taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent Directors at which the performanceof the Board its committees and individual directors was also discussed.

The Directors expressed their satisfaction over the evaluation processand results thereof.

D. FAMILIARISATION PROGRAMME:

The Company has devised a programme for familiarisation of IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company and relatedmatters and the same has been put up on the website of the Company.

COMMITTEES Audit Committee

The composition and terms of reference of the Audit Committee has beenfurnished in the Corporate Governance Report forming a part of this Annual Report. Detailsrelating to number of Audit Committee Meetings held dates of Meeting indicating thenumber of meetings attended by each Member are also given in the Corporate GovernanceReport. There has been no instance where the Board has not accepted the recommendations ofthe Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination andRemuneration Committee has been furnished in the Corporate Governance Report forming apart of this Annual Report. Details relating to number of Nomination and RemunerationCommittee Meetings held dates of Meeting indicating the number of meetings attended byeach Member are also given in the Corporate Governance Report.

Share Transfer cum Stakeholders Relationship Committee

The composition and terms of reference of the Share transfer cumStakeholders Relationship Committee has been furnished in the Corporate Governance Reportforming a part of this Annual Report. Details relating to number of Share Transfer cumStakeholders Relationship Committee Meetings held dates of Meeting indicating the numberof meetings attended 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) the Statutory Auditor of your Company have conducted the Statutory audit of theCompany for the financial year 2019-20. The Independent Auditors Report for the financialyear ended 31st March 2020 forms a part of this Annual Report.

The Company is pleased to inform that there is no qualification /reservation / adverse remark made by the Statutory Auditors in their report.

No frauds were reported by auditors under sub-section (12) of section143 of of the Act.

Statutory Auditors

Your Company's Auditors M/s VKR & Associates CharteredAccountants (Firm registration No 320323E) were appointed as the Statutory Auditors fromthe conclusion of 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 CorporateAffairs the requirement of seeking ratification of appointment of statutory auditors bymembers at each AGM has been done away with. Accordingly no such item has been consideredin notice of the 29th AGM.

 

[ The Auditors' Report to the shareholders for the year underreview does not contain any qualifications or adverse remarks. The Notes on FinancialStatements referred to in the Auditors' Report are self-explanatory and do not call forany further comments.

Secretarial Auditors

The Board has appointed M/s MR & Associates Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2019-20. The SecretarialAudit Report for the financial year ended March 312020 is annexed herewith marked asannexure "A" to this Report.

Explanation to the Observation raised in the Secretarial Audit Report

The Secretarial Audit Report contains the following observations:

Observation:

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

b) Pursuant to Regulation 24(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 an Independent Director of the Company is yetto be appointed as a Director in unlisted material subsidiary of the Company.

Boards' Reply:

a) On 05.01.2015 some minority shareholders have filed a suit againstthe Company in the court of Learned Fourth Civil Judge (Junior Division) at Sealdah WestBengal. The Company has filed its objection and reply and the matter is still subjudice inthe court.

b) The management will appoint an Independent director in the unlistedmaterial subsidiary of the Company at the earliest and comply with the Regulation 24(1) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT-9as required under 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 2019-20 6 (Six) Board Meetings were helddetails of which are given in the Corporate Governance Report. Details relating to datesof Board Meeting indicating the number of meetings attended by each Director are alsogiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the informationand explanations obtained by them your Directors make the following statement in terms ofSection 134(3)(c) and 134(5) of the Companies Act 2013.

(a) in the preparation of the annual accounts for the year ended March312020 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;

(b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and the statement of profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

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

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the notes to standalone financialstatement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Companyduring the financial year with Related Parties as defined under the Companies Act 2013and Listing Regulations were in the ordinary course of business and on an arm's lengthbasis.

During the year the Company had not entered into any contract /arrangement/transaction with related parties which could be considered material inaccordance with the policy of the Company on related party transactions

i.e. there were no transactions exceeding ten percent of the annualturnover as per the last audited financial statements entered into during the year.Accordingly the disclosure required under section 134(3)(h) of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is not applicable to yourCompany

Further there are no materially significant related party transactionsmade by the Company with Promoters Directors Key Managerial Personnel or otherDesignated Persons which may have a potential conflict with the interest of the Company atlarge. The details of related party transactions are disclosed and set out in Note 34 tothe Standalone Financial Statements forming part of this Annual Report.

Your Company has framed a Policy on materiality of related partytransactions and dealing with related party transactions as approved by the Board. Thesame can be accessible on the Company's website athttp://www.ntcind.com/pdf/Secretarial-Documents/ntc Policy on Related PartyTransactions.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis containing adetailed analysis of the Company's performance as per Regulation 34 of the ListingRegulations is annexed hereto.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Certificatefrom the Auditors of the Company as required by Regulation 34(3) of the ListingRegulation for its due compliance is annexed hereto forming part of this Annual Report.

A certificate of the CEO and CFO of the Company in terms of Regulation17(8) of Listing Regulations inter alia confirming the correctness of the financialstatement adequacy of the internal control measures and reporting of the matters to theAudit Committee is also annexed.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 areprovided in annexure"C" to this Report.

RISK MANAGEMENT POLICY

Your Company has developed and implemented a Risk Management frameworkwhich consist of Plan & Policies pursuant to requirement of the provisions of theCompanies Act 2013 read with provisions of the Listing Regulations.

In this ever changing economic environment your company is exposed tovarious risks such as market risk financial risk liquidity risk principally interestrate risk credit risk and risks associated with the economy regulations competitionamong others. The aforesaid Risk Management framework helps in identifying assessingmonitoring and mitigation of various risks to key business objectives. The Audit Committeeof the company oversee and evaluate overall risk management framework which isperiodically reviewed by the Board of Directors to ensure that the executive managementcontrols the risk as per decided policy.

The risk management issues are discussed in detail in the ManagementDiscussion and Analysis.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company's internal control systems are commensurate with the natureof its business and the size and complexity of operations. These systems are routinelytested and certified by Statutory as well as Internal Auditor and cover all officesfactories and key business areas. Significant audit observations and follow up actionsthereon are reported to the Audit Committee. The Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompany's risk management policies and systems.

POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a "Code of Practice & Procedure forFair Disclosure" as envisaged under SEBI (Prohibition of Insider Trading)Regulations 2015 with a view to Regulate trading in equity shares of the Company by theDirectors and Designated Employees of the Company. The said Code is available on thewebsite of the Company at the link: http://www.ntcind.com/pdf7Secretarial-Documents/ntc_Code_of_Practices.pdf.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of the Section177(9) of the Act and the Listing Regulations with stock exchanges and it can be accessedat the website. No personnel has been denied access to the Audit Committee. The WhistleBlower Policy also provides for adequate safeguards against victimization of persons whouse such mechanism and is also available at the Company's website at the linkhttp://www.ntcind.com/pdf/Secretarial- Documents/ntc Vigilance Mechanism.pdf.

HUMAN RESOURCES

Your Company believes in best HR practices by providing its employees aworld class working environment giving them equal opportunities to rise and grow. Wecontinue to implement the best of HR policies so as to ensure that talent retention isensured at all levels. Employee relations continued to be cordial and harmonious at alllevels and in all divisions of the Company during the year.

PARTICULARS OF EMPLOYEES

Details pursuant to section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 form part of this Report and are annexed herewith as annexure "D".

None of the employees of the Company is in receipt of remunerationexceeding the limits prescribed under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

HEALTH SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the laws applicable to the Company.The Company has been complying with relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

DEPOSITS

The Company has not invited or accepted deposits from the publiccovered under Section 73 of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNAL

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

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

An Internal Complaints Committee has been constituted under the AntiSexual Harassment Policy approved by the Board of Directors of the Company which providesa forum to all female personnel to lodge complaints (if any) therewith for redressal.

Your directors further state that during the year underreview therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep sense of appreciationto the shareholders bankers business associates retailers suppliers customersgovernment and other regulatory agencies for their continued support and faith in theCompany. Your Board is grateful to the Independent Directors for their valuablecontributions. All of them despite other business exigencies have shared their richexperience and knowledge with the management to take your Company forward. Your Directorsare also wish to place on record their appreciation for the whole-hearted co-operationdedication commitment and contribution made by all the employees and look forward totheir continued support. Inspired by this vision driven by values and powered by internalvitality your Directors look forward to the future with confidence and stand committed tocreating an even brighter future for all stakeholders.

Place: Kolkata Date: 14th August 2020

For & on behalf of the Board

Upmanyu Pathak Gaurav Somani
Managing Director Director