Dear Members,
Your Directors are pleased to present the 57th Annual Report on the business
and operations of the Company together with the audited statement of accounts of the
Company for the year ended March 31, 2023.
FINANCIAL RESULTS
The highlights of the financial results for the year ended March 31, 2023 are as
follows:
|
|
(Rs. in Crore) |
For the year ended March 31, 2023 |
Standalone |
Consolidated |
|
2023 |
2022 |
2023 |
2022 |
Total Revenue |
386.17 |
416.12 |
388.24 |
418.08 |
Profit /(Loss) before interest, depreciation and tax |
(32.79) |
(31.54) |
(32.78) |
(31.81) |
Interest & Financial Charges (Net) |
73.35 |
64.33 |
73.35 |
64.33 |
Depreciation |
29.26 |
30.00 |
29.26 |
30.00 |
Exceptional Items (Loss) |
(15.85) |
- |
(15.85) |
- |
Profit/(loss) from Continuing Operations before tax |
(151.25) |
(125.87) |
(151.24) |
(126.14) |
Provision for tax including taxes for earlier years |
|
- |
0.01 |
- |
Net Profit/(loss) from Continuing Operations after tax |
(151.25) |
(125.87) |
(151.25) |
(126.14) |
Net Profit/(loss) from Discontinuing Operations |
- |
- |
- |
- |
Profit/(loss) after tax |
(151.25) |
(125.87) |
(151.25) |
(126.14) |
REVIEW OF OPERATION
During FY 2022-23, your Company was able to achieve consolidated revenue of Rs.388.24
Crore. The revenue decreased by 7.13% over last year. The Company is enjoying strong brand
equity in the market. Consolidated EBITDA loss was Rs. (32.78) Crore in FY 2022-23.
SHARE CAPITAL
During the year under review, there is no change in the Issued, Subscribed and Paid-up
Share Capital of the Company.
As on March 31, 2023, the Authorised Share Capital of the Company is Rs.
2,300,000,000/- divided into 80,000,000 Equity Shares of Rs. 10/- each and 150,000,000
Preference Shares of Rs. 10/- each.
Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2023 is Rs.
2,218,589,550/- divided into 71,858,955 Equity Shares of Rs. 10/- each and 150,000,000
Preference Shares of Rs. 10/- each.
TRANSFERTO RESERVES
The Company has not transferred any amount to the reserves for the year ended March 31,
2023.
EMPLOYEE STOCK OPTION PLAN (ESOP)
With a view to motivate, attract and retain key employees of the Company, the Company
introduced a "Nitco - Employees Stock Option Plan 2019" (NITCO - ESOP -
2019) which was approved by the shareholders on March 30, 2019. The Plan is introduced to
create, grant, offer, issue and allot such number of Stock convertible into Equity Shares
of the Company ("Options"), in one or more tranches, not exceeding 12,00,000
(twelve lakhs) equity shares of face value of Rs. 10 (ten) each.
During the year under review, there are no material changes in the NITCO- ESOP 2019 and
the same is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 or
SEBI (Share Based Employee Benefits and Sweat Equity Shares) Regulations, 2021 ("the
Regulations"). The Disclosure pertaining to ESOPs required to be made under the
Companies Act, 2013 ("the Act") and the rules made thereunder and the
Regulations are provided on the website of the Company at
https://www.nitco.in/corporate/investors/esop
BORROWING
JM Financial Asset Reconstruction Company Limited (JMFARC) acquired 98% of the
Company's debt from its lenders and sanctioned debt restructuring effective from the
Cut-Off date 28th February 2018. Interest on restructured loans has been
provided in the books as per the Restructuring agreement with JMFARC.
The Company has fully repaid the amount due to DBS Bank. Further, the Company is
negotiating with LIC for restructuring of its facility (outstanding Rs. 18.87 Crore) on
terms similar to the restructuring done by JMFARC. Pending negotiations with LIC, no
further adjustments in respect of the LIC facility have been made.
There was a default in repayment of term loan installments fallen due and payment of
interest together aggregating Rs. 660.82 Crore as on March 31, 2023.
DIVESTMENT IN JOINT VENTURE COMPANY
Options
The Company is in the process of selling the entire stake in New Vardhman Vitrified
Pvt. Ltd. (NVVPL). Last year the Company has received the advance consideration amount
towards the said divestment, however, the transfer of shares of NVVPL could not be
completed due to the non-receipt of no objection certificate from one of the lenders of
the Company. As on March 31, 2023 the shareholding of the Company in New Vardhman
Vitrified Private Limited is 49%, however, the Company has no influence over NVVPL or its
KMP nor it controls the composition of its board.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 (the "Act") and Accounting
Standard (AS-21) on consolidated financial Statements, the audited consolidated financial
statement forms part of the Annual Report.
The Statement required under Section 129(3) of the Act in respect of the subsidiary
companies is provided in Annexure i of this report.
The annual accounts of the subsidiary companies and the related detailed information
will be made available to any member of the Company / its subsidiaries who may be
interested in obtaining the same. The annual accounts of the subsidiary companies will
also be kept for inspection by any member at the Company's / Subsidiary's
Registered Office and/or Corporate
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review, there was no change in subsidiaries, Associates and/ or
Joint Venture of the Company.
CREDIT RATING
The last credit rating issued to the Company by CARE Limited was on October 1, 2012.
However, the credit rating is under suspension at present as the Company was under
Corporate Debt Restructuring.
DIVIDEND
The Board does not recommend any dividend for the Financial Year ended March 31, 2023.
MATERIAL CHANGES
Lockout at Tiles manufacturing unit at Alibaug
On January 27, 2020 lockout has been declared at the tiles manufacturing unit at
Alibaug for a temporary period. The lockout was necessitated due to non-co-operation,
coercive and threatening tactics by workmen at the factory premises and with a view to
safeguard the interest of the organisation, the safety and security of the personnel and
the property of the Company.
During the year, the Company had reached a settlement with the Alibaug Union
representing the 250 workmen of the plant out of which 240 workers had accepted the
agreement. Under the terms of the agreement, the workers had been offered a Voluntary
Retirement Scheme (VRS) and an Exgratia amount in addition to their statutory dues that
were already paid by the Company. 10 workers who had not accepted the settlement filed a
case against the Management of the Company and the matter is still pending before the
Industrial Labour Court, Thane. The Lockout at the Alibaug Plant still continues.
MATERIAL DEVELOPMENTS
Technical Training Initiatives - Internal Induction & Marble Training Program
The company conducted an induction and training program for Business Development
Executives, focusing on enhancing product knowledge, providing insights into the Silvassa
plant, and familiarizing executives with the organization's mission, rules, regulations,
and working conditions. Through comprehensive training sessions and a visit to the plant,
executives gained a deeper understanding of the product portfolio and operational
processes. The program emphasized alignment with the company's mission and values,
ensuring professionalism and ethical conduct. By familiarizing executives with working
conditions, the program facilitated their successful integration into their roles. This
investment in development supports business growth and upholds the company's commitment to
excellence.
Technical Training Initiatives - External
During the financial year of 2022-2023, the NITCO team successfully conducted a total
of 385 training meetings, showcasing our commitment to imparting technical knowledge and
expertise.
These initiatives aimed to enhance the skills and understanding. of various
stakeholders, including sales staff, engineers, dealers, masons, and contractors. Our
training programs focused on product knowledge, brand positioning, technical superiority,
and design excellence.
Dealers Salesmen Meet
Dealers Salesmen Meets were organized to train the sales staff of our dealers on our
wide range of products. These meetings aimed to equip them with the necessary knowledge
and skills to ectively promote and sell our products to customers. eff engineers meet
To showcase the technical superiority and design supremacy of our brand and products,
we conducted 34 Engineers Meets. These meetings provided a platform for our technical
experts to present the unique features and advantages of our products to engineers,
fostering a deeper understanding and appreciation of our offerings
Induction Meet with New Dealers
Thirteen Induction Meets were held specifically for newly on boarded dealers. These
sessions provided them with an overview of our products, brand identity, and established
market position. Additionally, it served as an opportunity to address any queries or
concerns and create a strong foundation for collaboration.
Mason & Contractor Meetings
We conducted 44 meetings with masons and contractors, aimed at educating them about our
products, brand, and market dominance. These interactions also served as a valuable forum
for gathering their opinions and suggestions, which were shared with our research and
development team for consideration.
warehouse Training Program
A noteworthy initiative that sets us apart in the industry is our extensive Warehouse
Training Program. We conducted 179 training programs in collaboration with our technical
specialists, focusing on best practices in logistics and product handling. This
comprehensive training aimed to optimize inventory management, reduce costs, and improve
overall efficiency. The technical initiatives undertaken by the NITCO team during the
financial year 2022-2023 reflect our dedication to empowering stakeholders with the
knowledge and skills necessary to succeed in their roles.
These efforts have not only enhanced product understanding but also strengthened
relationships with sales staff, engineers, dealers, masons, and contractors, reinforcing
our position as a leader in the market.
Team NITCO at De-suung Skilling Program
NITCO Limited proudly collaborated with the De-suung Skilling Program (DSP) initiated
by His Majesty the King of Bhutan, providing expertise in the field of construction
initiative, NITCO's team of experts conducted a two-week training program on Floor &
Wall Tiling, imparting their knowledge to 23 enthusiastic participants. The DSP aims to up
skill unemployed Bhutanese youths, empowering them with high-quality training aligned with
regional and international standards. NITCO's involvement in this program reflects their
status as pioneers in the industry, with over 70+ years of experience. This collaboration
signifies a significant milestone in knowledge transfer recognizes NITCO's contribution to
the nation-building efforts of
Bhutan.
NITCO Marble Initiatives
NITCO Marble - Superior Marble Sourcing
As part of our continuous pursuit of excellence, the Marble team's panel of experts
undertook extensive sourcing expeditions across Europe and North America. With unwavering
determination, they meticulously scoured the best quarries in the region, dedicated to
unearthing superior marble. This tireless endeavor resulted in the identification and
procurement of an exquisite range of collections
The exceptional craftsmanship applied to these marbles has resonated profoundly with
our esteemed architects and builder clientele, who have wholeheartedly embraced these
products. This successful acquisition of superior marble not only elevates the artistic
value of our offerings but also strengthens our position as a trusted provider of
exceptional materials.
NITCO Marble Awareness Campaigns
NITCO Limited's Marble sales team left no stone unturned in the previous year,
conducting an impressive 7,324 meetings with architects, interior designers, and builders.
These purposeful engagements played a pivotal role in promoting NITCO's marble business
and identifying potential avenues for growth. Combining the convenience of online
interactions with the immersive experience of in-person meetings and guided tours of our
renowned Nitco Marble Factory Yards in Silvassa and Mumbai, our team successfully nurtured
numerous business opportunities. This concerted reputation as a trusted partner in the
marble industry.
Coverings Las Vegas Nevada 2022
NITCO Limited actively participated in the prestigious international trade fair and
exhibition, Coverings, held in Las Vegas, Nevada, as part of its annual activities. The
company showcased an impressive range of handcrafted tiles, exotic porcelain Tiles, water
jet mosaics, MOP mosaics, curated hardwood tile planks, press porcelain mosaics, and other
exceptional products. The captivating display, featuring exquisite combinations of Carving
marble tiles and striking High glossy Tile slabs, garnered significant attention and
engagement from both domestic and international visitors. NITCO's participation in
Coverings showcased its unwavering commitment to superior craftsmanship, innovative
design, and its strong position in the global ceramic industry.
Cersaie Italy 2022
In September 2022, NITCO Limited had the privilege of participating in the esteemed
international trade fair and exhibition, Cersaie, held in Bologna, Italy. As a leading
manufacturer in the ceramic .Aspartofthisesteemed and Porcelain tiles industry,
NITCO showcased its exotic range of tiles, attracting significant attention and generating
numerous inquiries from overseas visitors. The captivating display and exciting product
offerings showcased NITCO's commitment to innovation and design excellence. NITCO's
participation in Cersaie further strengthened its position as a key player in the global
ceramic tile market, reflecting the company's dedication to delivering high-quality
products that inspire and captivate customers worldwide.
Dialogue Event, October 2022
In October 2022, NITCO Limited actively participated in the renowned 11th Edition of
Dialogues, a distinguished design event.
This significant gathering brought together more than 40 top-notch interior designers
and architects, fostering an environment conducive to collaborative ventures and
synergistic opportunities. NITCO capitalized on this platform to present its exclusive
product line to India's esteemed architects. The company's dedicated team meticulously
curated a specialized range of products, with a captivating marble display section that
garnered considerable attention. Alongside, NITCO showcased its finest tile collections
throughout the event, capturing the interest of attendees. Over the span of three days,
the NITCO team actively engaged with industry professionals, establishing valuable
connections and exploring promising business prospects. NITCO's participation in Dialogues
exemplifies the company's unwavering commitment to excellence and its ongoing efforts to
collaborate with influential figures in the industry.
Brunch by the Sea 2023
NITCO Limited's Managing Director, Mr. Vivek Talwar, hosted a memorable seaside brunch
in Alibaug on January 21, 2023. The event was attended by esteemed members of the business
fraternity, including top architects, interior designers, and builders. Notable guests,
such as Team Hafeez Contractor and Sanjay Puri, along with other valued business partners,
gathered to relax, rejuvenate, and foster strong relationships with NITCO's senior
management and business teams. This successful initiative served to reinforce existing
connections and forge new ones within our target audience. The event showcased the unity
of our business relations, leaving a lasting impression on the industry. The strengthened
relationships resulting from the brunch translated into a positive surge in our business
in the subsequent months, demonstrating the significance of empowered connections in
driving growth.
HI-AIM Nepal, February 2023
Team NITCO actively participated in the HI-AIM Conference +Exposition in Nepal,
showcasing our extensive range of marble collections alongside the Marble & Business
development team. HI-AIM serves as a significant forum for the hospitality industry,
facilitating knowledge sharing among hoteliers, decision makers, architects, and interior
designers. This 2-day event featured renowned speakers, panel discussions, and an
exposition showcasing the top 50 brands in hospitality design and construction. With
extensive media coverage and global participation, HI-AIM provided invaluable networking
opportunities and insights on design, sustainability, and emerging trends. Attending this
event was crucial for Team NITCO's core team and key decision-makers to stay at the
forefront of industry advancements.
Casa Eterna Launch March 12, 2023
The CASA Eterna'23 Launch event, held at the Grand Hyatt Goa on March12thwas exquisite
grand range of tiles to esteemed guests, including 500+ dealers from across India. The
event took place on the open lawn facing the sea at the beautiful property, creating an
atmosphere of elegance and luxury.
NITCO unveiled over 250+ new products as part of the Casa Eterna collection, leaving
the NITCO fraternity in a state of excitement and awe. The Managing Director, Mr. VIVEK
Talwar, expressed his enthusiasm for the event and introduced the senior management team
of NITCO. Mr. Divvyang Chedda, Ms. Anikaa Wasan, and Ms. Chaandee Wasan joined the MD for
the Lamp lighting ceremony, symbolizing the inauguration of the occasion.
During the event, the top performersofthefiscalyear 2022-2023 were recognized and
felicitated on stage for their outstanding achievements. This gesture served to
commemorate their success and inspire others within the NITCO community.
The guests at the launch were captivated by the wide variety of designs showcased in
the Casa Eterna collection. Many of them were so impressed that they immediately prebooked
their preferredmilestone designs, intending to introduce them to their respective markets.
On the second day of the event, the NITCO fraternity revisited the display in the basking
daylight of Goa, providing an opportunity for the sales counterparts to experience the
designs first-hand. This session resulted in record-breaking pre-bookings, reflecting the
high level of interest generated by the Casa Eterna collection. In addition, around 90+
architects based in Goa were invited to interact our commitment to with NITCO expanding
experience our global footprint and the Casa Eterna collection under the golden
sunlight. The architects expressed profound inspiration drawn from every design concept in
the collection and expressed their immediate intent to utilize NITCO's products. To
celebrate the success of the Casa Eterna Launch, a town hall meeting was held at NITCO's
headquarters in Kanjurmarg. The entire team came together to acknowledge and appreciate
the efforts of every individual and team involved in making the launch a resounding
success. Overall, the Casa Eterna'23 Launch event was a remarkable showcase of NITCO's
commitment to elegance and luxury. The unveiling of the collection, the recognition of top
performers, the overwhelming guest engagement, and the celebration of success all
contributed to a memorable and successful event.
Road Shows
A total of 17 road shows were organized by NITCO Limited's Business Development Team to
enhance product awareness in the market. These road shows aimed to familiarize architects
with the texture, touch, and feel of NITCO's products. NITCO ensured that random faces
within each product were showcased during these road shows, ensuring consistency in
variation when the product was installed.
Architect Group Presentation
Team NITCO conducted 124 group presentations, both online and offline, specifically
tailored for architects. These comprehensive presentations covered various aspects,
including the company's marble processing unit, the advantages of cut-to-size marble, the
extensive range of mosaic inlay work, and the diverse selection of imported and Indian
tiles. Completed project stories and accompanying images were also shared during the
presentations. Feedback was actively sought, and any doubts or queries were promptly
addressed, ensuring a thorough and informative interaction with the architect community.
New Store Openings
NITCO Limited has been expanding its global reach, with new outlets established across
various regions, including India. The company's projects section has successfully launched
27 franchise stores with in-store features, showcasing NITCO's commitment to providing
innovative solutions to its customers. The North and East Zones have seen the most
significant growth, followed by the South Zone. These developments highlight NITCO's
continued progress and dedication to meeting the needs of its customers, both domestically
and internationally.
NITCO expands into the African Continent
NITCO is pleased to announce its entry into the Kenyan market, our first venture into
the African markingasignificant continent. We have established an exclusive distributor in
Nairobi, Kenya, boasting a spacious showroom spanning 1700 sqft. This dedicated space
showcases an extensive collection of NITCO products, featuring up to 200 captivating
designs for customers to explore.
The showroom in Nairobi has received a highly positive response from the market,
highlighting the strong demand for NITCO's offerings. The successful establishment of our
presence in Kenya exemplifies catering to diverse markets. This strategic entry into the
Kenyan market sets the stage for further growth and opportunities in the African
continent.
NITCO remains focused on delivering exceptional quality, innovative designs, and
superior customer service as we continue to strengthen our position as a global leader in
the tile industry.
New Product Introductions
NITCO is pleased to announce the introduction of an impressive range of new products in
our Casa collection. We have expanded our size range to include large format magnified
tiles measuring 120x180 cms, encompassing a captivating selection of carving, high gloss
matte, and inlay design styles in marble stone and cement typologies. This new size also
comes with special finishes which are technologically advanced products designed for
specific uses, like the Unique "LUCENT" finish designed for spaces with senior
citizens. This unique matter surface becomes more skid resistant when exposed to water
make it the best choice for houses with senior citizen and accident prone people. Another
Stride of innovation in surfaces in this size series is the Carving finishcurated without
any etching effect on the tile delivering the beautiful aesthetic in matte finish for
additional functionality.
Additionally, in the 80x160cms size category, we have unveiled a luxurious assortment
of glazed vitrified tiles in matte, high gloss, and carving effects, available in marble,
cement, and stone typologies. This Casa collection exclusive features exotic
marble-inspired designs, accompanied by four distinct - Plush, Yob, Lucent, and Iced,
which have garnered significant interest from our esteemed dealer network, architects, and
interior designers. These new impactful innovations with inspiring designs are curated to
expand our productofferings to new segments of our audience, from senior citizens to pet
friendly surfaces our new collection has the perfect choice for them.
Moving on to our wall categories, we are excited to introduce several remarkable
products in sizes 30x45 cms and 30x60cms. These Casa series products draw inspiration from
nature, incorporating elements of flora, birds, 3D punch impressions, and geometric
patterns, truly exemplifying NITCO's design superiority. Notably, the Perini, Punch, and
Handmade collections have gained widespread appreciation and acceptance among our valued
dealer network and architects in these categories.
These new product introductions reflect NITCO's commitment to innovation, exceptional
design, and meeting the evolving needs of our discerning customers. We look forward to the
continued success and growth of our Casa collection, as we strive to provide unparalleled
quality and aesthetics in the tile industry.
CHANGES IN THE NATURE OF BUSINESS
The Company continue in the business of manufacturing ceramic oor/wall) tiles,
processing of marble, outsourcing of vitrified tiles (fl and development of real estates
and hence, there was no change in the nature of business or operations of the Company,
which impacted the financial position of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the
Annual Report, subsequent to the close of FY2022-23 till the date of this Report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year 2022-23, JM Financial Asset Restructuring Company Limited (acting in
its capacity as trustee of JMFARC-LVB Ceramics September 2014 - Trust) - Financial
Creditor filed an Application under Section 7 of Insolvency and Bankruptcy Code, 2016 read
with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority)
Rules, 2016 with National Company Law Tribunal (Hon'ble NCLT) to initiate corporate
insolvency resolution process against the Company. The matter is pending for hearing
before the Hon'ble NCLT.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant and material orders have been passed by
any Regulator or Court or Tribunal which would impact the going concern status of the
Company and its future operations.
INTERNAL CONTROL SYSTEM
(i) Internal Control Systems and their adequacy finishes
The Company has in place adequate internal controls commensurate with the size of the
Company and nature of its business and the same were operating effectively throughout the
year. Internal Audit is carried out periodically which covers almost all areas of
business. The Internal Auditors evaluates the efficacy and adequacy of internal control
system, its compliance with operating systems and policies of the Company and accounting
procedures at all the locations of the Company. Based on the report of the Internal
Auditors, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
placed before the Audit Committee of the Board.
(ii) Internal Controls over Financial Reporting
The Company has in place adequate internal financial controls commensurate with size
and complexity of its operations. During the year, such controls were tested and no
reportable material weakness in the design or operations were observed. The Company has
policies and procedures in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards had except asmentioned in the been followed along with
proper explanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company as on March 31, 2023 and of the loss of the company
for that period;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
MANAGEMENT OF THE COMPANY
Directors and key Managerial Personnel
a) Appointments during the Year:
1. Mr. Shirish Suvgia was appointed as a Chief Financial Officer & Key Managerial
Personnel of the Company with effect from April 12, 2022;
2. Ms. Geeta Karira was appointed as a Company Secretary & Key Managerial Personnel
of the Company with effect from July 14, 2022;
3. Ms. Poonam Talwar (DIN: 00043300) was appointed as an Additional Non-Executive
Director of the Company, liable to retire by rotation with effect from October 2022 and
Members vide Ordinary Resolution passed through Postal Ballot on January 18, 2023 has
approved the appointment of Ms. Poonam Talwar as Non- Executive Director;
4. Mr. Ajay Bakshi (DIN: 07038685) was appointed as an Additional Non-Executive
Independent Director of the Company for a tenure of 5 years with October 19, 2022 and
Members vide Special Resolution passed through Postal Ballot on January 18, 2023 has
approved appointment of Mr. Ajay Bakshi as an Independent Directors;
5. Mr. Santhosh Kumar Shet (DIN: 09784476), Mr. Harsh Kedia (DIN: 09784141) and Ms.
Priyanka Agarwal (DIN:08089006) were appointed as Additional Non-Executive Independent
Directors of the Company for a tenure of 5 years with effect from November 11, 2022 and
Members vide Special Resolutions passed through Postal Ballot on January 18, 2023 has
approved their appointment as an Independent Director;
6. Mr. Anjanikumar Sharma was appointed as Chief Financial Officer & Key Managerial
Personnel of the Company with effect
7. Mr. Vivek Talwar (DIN: 00043180) was re-appointed as Chairman & Managing
Director the Company for a tenure of 3 years with effect from April 01, 2023 and Members
vide Ordinary Resolution passed through Postal Ballot on January 18, 2023 has approved
appointment of Mr. Vivek Talwar as Managing Director;
In the opinion of the Board, the above Independent Directors appointed during the year
have integrity, relevant expertise and experience to act as Independent Directors of the
Company.
b) Resignations during the Year:
1. Mr. Prakash Iyer (DIN: 00956349) resigned as an to Additional Non-Executive
Independent Director of the Company with effect from August 18, 2022;
2. Mr. Manish Puri (DIN: 02615918) and Mrs. Bharti Dhar (DIN: 00442471) resigned as
Non-Executive Independent Directors of the Company with effect from September 10, 2022 and
September 21, 2022 respectively;
3. Mr. Vivek Grover (DIN: 00421980) and Mr. Rakesh Kashimpuria (DIN: 08816226) ceased
to be Nominee Directors of the Company with effect from September 19, 2022; and
4. Mr. Shirish Suvgia resigned as a Chief Financial Officer & Key Managerial
Personnel of the Company With effect from closure of business hours of October 12, 2022.
After the closure of the year Mr. Anjanikumar Sharma has resigned as a Chief Financial
Officer & Whole-time Key Managerial Personnel of the Company w.e.f. closure of
business hours of April 3, 2023. However, he remained available to the Company during the
transition period till May 25, 2023.
The Board has placed on record its sincere appreciation for the valuable contribution
made by Directors & KMPs during their association with the Company as Director / KMP
of the Company.
c) Retire by Rotation
Mr. Vivek Talwar (DIN: 00043180) retires by rotation at effect from the ensuing Annual
General Meeting and being eligible offers himself for re-appointment. The re-appointment
of Mr. Vivek Talwar, on his retirement by rotation is forming part of the Ordinary
Business in the Notice of ensuing AGM.
d) Declaration by Independent Directors
The Company has received declarations from all the
Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed under section 149(6) of the Act and Regulation 16(b) SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations"). The Company has also received declarations from all the
Directors and Senior Management confirming that they complied with the provision of the
Code of Conduct for Board Members and Senior Management of the Company.
Evaluation of the Board, its Committees and Individual Directors from November 22,
2022; and Pursuant to the provisions of the Act and the Listing Regulations, the Board has
carried out an annual evaluation of its own performance and that of its Committees as well
as performance of the Directors individually. Feedback was sought covering various aspects
of the Board's functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and
governance and the evaluation was carried out based on responses received from the
Directors.
The performance evaluation of the Non-Independent Directors, the Board as a whole and
the Chairman of the Company was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.
Key Managerial Personnel (kMP)
As on March 31, 2023, the following are the KMP of the Company: Mr. Vivek
Talwar, (DIN: 00043180) Chairman & Managing Director; Ms. Geeta Karira, Company
Secretary & Compliance Officer. Mr. Anjanikumar Sharma, Chief Financial Officer CFO
& KMP w.e.f April 03, 2023.
Meetings of the Board
Nine meetings of the Board of Directors were convened and held during the year. The
maximum gap between two meetings was not more than 120 days. The details of meetings of
the Board of Directors are provided in the Corporate Governance Report which forms part of
the Annual Report.
Committee Composition
The details of the composition of the Committees, number of the meeting held,
attendance of the Committee members at such meetings and other relevant details are
provided in the Corporate Governance Report' which forms the part of the Annual
Report.
Recommendations of Audit Committee
During the year under review, there were no instances of non-acceptance of any
recommendation of Audit Committee of the Company by the Board of Directors.
Remuneration Policy
The Board has on the recommendation of the Nomination and Remuneration Committee framed
a policy for the selection and appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration. This policy along with the criteria for determining the
qualification, positive attributes and independence of a director is available on the
website of the Company i.e. https://www.nitco.in/corporate/investors/nitco-policy.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a detailed
report on the Corporate Governance forms part of the Annual Report. A certificate from the
Secretarial Auditors of the Company confirming compliance with the conditions of
Corporate Governance as stipulated under Regulation 34 of the Listing Regulations is
given in as separate statement which forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis on matters related to business performance, as
stipulated in Regulation 34 of the Listing Regulations is given as separate statement
which forms part of the Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the
Company during the financial year with related parties were in the ordinary course of
business and on an arm's length basis. During the year, the Company had not entered into
any material significant related party transaction with the related party of the Company
which may have a potential conflict with the interest of the Company at large.
The related party transactions are placed before the Audit Committee for review and
approval. Prior omnibus approval is obtained for related party transactions which are of
repetitive nature and/or entered in the ordinary course of business and are at arm's
length basis.
There are no material related party transactions and hence disclosure of related party
transactions as required under Section (CFO) ceased to be 134(3)(h) of the Act in FORM
AOC-2 is not applicable for financial year ended March 31,2023.
The Policy on the materiality of related party transactions and dealing with related
party transactions as approved by the Board, may be accessed on the Company's website at
the link: https:// nitco.in/corporate/investors/nitco-policy. Your Directors draw
attention of the members to Note 34 to the standalone financial statement which sets out
related party disclosures.
DISCLOSURE OF ONE TIME SETTLEMENT OF LOAN
There is no incidence of one-time settlement in respect of any loan taken from Banks or
Financial Institutions during the year. Hence, disclosure pertaining to the difference
between the amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan is not applicable.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the Company was not liable to transfer any amount to
Investor Education & Protection Fund (IEPF) account. In accordance with the provisions
of Section 124(6) of the Act and Rule 6(3)(a) of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules'),
the Company in previous years had transferred 95,929 equity shares of Rs. 10 each held by
258 shareholders to IEPF. The said shares correspond to the dividend which had remained
unclaimed for a period of seven consecutive years from the financial year(s) 2005-06,
2006-07, 2007-08, 2008-09 and 2010-11. Subsequent to the transfer, the concerned
shareholders can claim the said shares along with the dividend(s) by making an application
to IEPF Authority in accordance with the procedure available on www.iepf. gov.in and on
submission of such documents as prescribed under the IEPF Rules. All corporate benefits
accruing on such shares viz. bonus shares, etc. including dividends shall be credited to
IEPF.
CORPORATE SOCIAL RESPONSIBILITY
The Board had constituted a Corporate Social Responsibility ("CSR")
Committee, in terms of the provisions of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, inter-alia to give strategic
direction to the CSR initiatives, formulate and review annual CSR plans and programmes,
formulate annual budget for the CSR programmes and monitor the progress on various CSR
activities of the Company.
In view of continuous losses in the preceding financial years, Company is not required
to contribute to the CSR activities as mandated under the provisions of Section 135 of the
Act and consequently, the Company had dissolved the CSR Committee w.e.f. August 11, 2021.
RISk AND CONCERN
Changes in macro economic factors like GDP growth, inflation, energy cost, interest
rate, world trade, exchange rate, etc. also play an important role in our industry thereby
affecting the operations of business. Any adverse change in the above may affect the
performance of your Company. Your Company periodically reviews the risk associated with
the business and takes steps to mitigate and minimize the impact of risk.
PUBLIC DEPOSITS
The Company has neither accepted nor renewed any deposit from the public within the
meaning of Section 73 and 74 of the Act, read with Companies (Acceptance of Deposits)
Rules, 2014 during the year ended March 31, 2023.
AUDITORS
Statutory Auditor and Audit report
M/s. M.M Nissim & Co LLPChartered Accountants (FRN: 107122W / W100672), were
appointed as Statutory Auditor of the Company by the Members at the 56th Annual
General Meeting (AGM) held on September 30, 2022 to hold the office upto the conclusion of
61st AGM to be held in the year 2027.
The Notes on the Financial Statements referred to in the Auditor's Report are
self-explanatory and do not call for any comments. The Statutory Auditor has issued a
qualified Audit Report for the year ended March 31, 2023. As regards the Auditors'
qualified opinion, the Company is in the process of negotiating with JM Financial Asset
Reconstruction Company Limited for the restructuring/ extension of restructuring of its
facilities. Pending negotiations, no further adjustment is made.
There was no instance of fraud during the year under review, which was required by the
Statutory Auditors to report to the Audit Committee, Board and/or Central Government under
Section 143(12) of the Act and Rules framed thereunder.
Secretarial Audit and Secretarial Audit Report
In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/s. Mihen Halani & Associates, (CP No.: 12015, FCS No.: 9926) Practising
Company Secretaries, to conduct Secretarial audit for F.Y. 2022-23. The Secretarial Audit
Report for the Financial Year ended March 31, 2023 is annexed herewith marked as Annexure
ii to this Report. The Company has also obtained Secretarial Compliance Report for
FY2022-23 from M/s. Mihen Halani & Associates, Practising Company Secretaries in
practice in relation to compliance of all applicable SEBI Regulations/circulars/
guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing
Regulations.
The Secretarial Audit Report/ Annual Secretarial Compliance Report does not contain any
qualification, reservation or adverse remarks except the following:
Observations made by the Secretarial Auditor |
Management Response |
There was a delay in co-ducting Board meeting of the Company for acprcving financial
results of the Comoany fo- the c-e'ter end half year ended Septemse- SO. 2020.
Accordingly. the 5SE Limbed 1BS3 Ivice .ts etcerSCR-CReview-December 2022 dated Decem.aer
14.2022} and National Stock Exchange of Inca Limited INSE) (vide its letter
NSE/UST-SCP/FNCS/1022 cated December 14.2022) have levied penalties of Rs. 47.2CC.'- each
on the Companywfth rescet: to non-submission o?the financial results within
the time period at stipulated under Regulation 33(3) of SEB (LOOK) Regulations. 2015. As
informed to us. the Company has fiec relevant replies to the Stock exchange: for waiver of
penalties along with the supporting documents. The Company is yet to receive response from
the stork exchange^) for the seme. |
Owing to the circumstances i.e.. resignation of five directo-s within e short span,
the constitution of the Board Sr 5cerd Committees, finatcation of the financial Results
for the qua-te-and half year ended September 30. 2022, end to acquaint the new Board
Members with the Company, additional time was required. Therefore the Company was
compelled to extend the Audit Committee Meeting and/ or Board Meeting date for submission
o:the Unaudited Standalone e-d Consolidated financ a! results along with the
Limited Review Report fo- the quarter e-d na.:year ended September 30. 2022.
The Company hat an epp..cetion to the Designated Stock exchange li.e.BSE Limited) for
waiver of penalties eong with the supporting doc uments end also paid waive- application
fees of Rs. 10,000/-. The Company is ye: to receive resaonse from the stock exchange(s)
for the seme. |
BSE end NSE have imposed/levied penalty of Rs. 10.000/- each on the Company for
conducing Beard Meeting, held on Octoaer 19. 2022, without the preserve of requisite
quorum as requi-ed under Regulation 17(2A) of SE5 {LOBfll Regulations. 20" 5. As
informed to us. the Company has filed relevant replies to the Stock exchanges for waiver
of penalties eong with the supaorting documents. The Company is yet to receive response
from the stock exchange's) for the seme. 2)of the Act. which stipulates that the
continuing directo-s may act notwithstanding any vacancy in the Board: but i:and
so long a: the.- numbe- s reduced below the quorum fixed by the Act for a meeting of the
Board, the continuing directo-s o- director may act fo- the purpose o:
increas.ng the number |
D-e to resignation of five c.-ectors. the Company had only one Director on the Board
Le. Managing Director, thus to comply with the provision of Section 14911) (a) of the
Compan.es Act 2013. the 5oard Meeting da tec Octoae- 19. 2022. was called fo- the
appointment of D.-ectors. as oer the provisions of Section i74 of directors to that fixed
for the quorum, or of summoning a general meeting of the company and for no other purpose.
Therefore, the Board Meeting held on October 19, 2022, was called to appoint and increase
the number of Directors with one existing Director on the Board which formed a proper
quorum for the meeting as per Section 174(2) of the Act. The Company has an application to
the Designated Stock exchange (i.e.BSE Limited) for waiver of penalties along with the
supporting documents and also paid waiver application fees of Rs. 10,000/-. The Company is
yet to receive response from the stock exchange(s) for the same. |
Out of the total shareholding of promoter and promoter group only 4242 Equity Shares
i.e. 0.01% of the total shareholding of Promoter Category is not in dematerialized form as
required under Regulation 31(2) of Listing Regulations |
The Company along with promoters is taking appropriate steps for dematerialization of
4242 promoter's shares. Please note that the Promoters entities whose shares are not in
demat form were formed decades ago. Further in one of the cases their senior most member
who formed the entity expired and PAN was not available for them. The same resulted in
nonconversion of physical shares into demat form. |
No instance of fraud has been reported by the Secretarial Auditor.
Cost Audit
In terms of the provisions of Section 148 of the Act read with Rule 14 of the Companies
(Audit and Auditors) Rules, 2014, the cost records, in respect of the marble business, are
required to be audited by a qualified Cost Accountant. The Board of Directors, upon the
recommendation of the Audit Committee, had appointed R. K. Bhandari & Co, Cost
Accountants, as cost auditor for conducting the audit of cost records of the Company for
the applicable segment for the Financial Year 2022-23.
The Board, on the recommendation of the Audit Committee, has appointed M/s. R. K.
Bhandari & Co, Cost Accountant (Firm Registration No. 101435) as the Cost Auditor of
the Company for
FY 2023-24. Mr. R.K Bhandri has confirmed that he is free from disqualification
specified under Section 141(3) and proviso Section 148(3) read with Section 141(4) of the
Act and that the appointment meets the requirements of Section 141(3)(g) of the Act. He
has further confirmed his independent status and an arm's length relationship with the
Company. The remuneration payable to the Cost Auditor is required to be placed before the
Members in a General Meeting for their ratification. Accordingly, a resolution seeking
Members' approval for ratification of the remuneration payable to Mr. R.K Bhandri is
included in the Notice convening the AGM.
AUdit committee
The Company has in place an Audit Committee in terms of the requirements of the Act
read with the rules made thereunder and Regulation 18 of the Listing Regulations. The
Audit Committee details are given in the report on Corporate Governance forming a part of
the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with mandatory applicable Secretarial Standards as prescribed
by the Institute of Company Secretaries of India.
VIGIL MECHANISM / WHISTLE BLOWER MECHANISM
The Vigil Mechanism as envisaged in the provisions of sub-section (9) of Section 177 of
the Act, the rules framed thereunder and Regulation 22 of the Listing Regulations is
implemented by the Company through a Whistle Blower Policy to enable the Directors, its
employees to voice their concerns or observations without fear, or raise reports of
instance of any unethical or unacceptable business practice or event of misconduct/
unethical behavior, actual or suspected fraud and violation Code of conduct etc. to the
Audit Committee.
Under the Whistle Blower Policy, confidentiality of those who are reporting
violation(s) is protected and they shall not be subject to any discriminatory practices.
The Policy also provides for adequate safeguards against victimization of persons who use
such mechanism and make provision for direct access to the Chairman of the Audit Committee
in appropriate and exceptional cases. The Policy on vigil mechanism and whistle blower
policy may be accessed on the Company's website: https://www.nitco.in/
corporate/investors/nitco-policy.
During the year under review, the Company has not received any Complaint through Vigil
Mechanism.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy
on prevention, prohibition and redressal of sexual harassment at the workplace. This has
been widely communicated internally and is uploaded on the Company's intranet portal. The
Company has constituted Internal Complaints Committee (ICC) to redress the complaints
received regarding sexual harassment. During the year under review, no complaints were
received by the Committee for Redressal.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the notes to the standalone financial statement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act, is annexed
herewith as Annexure iii.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and
Administration) Rules, 2014, the extract of the Annual Return of the Company for the
Financial Year ended March 31, 2023 is hosted on the website of the Company and can be
accessed at https://www. nitco.in/corporate/investors/PDFFiles/Annual-Return-2022-23.pdf
DIRECTOR'S FAMILIARISATION PROGRAMME
The Company through its Chairman & Managing Director/ Senior Managerial Personnel/
CFO etc. had made presentations at the Board Meetings to the Independent Directors
covering inter alia, aspects on business and performance updates of the Company, global
business environment, business strategy and risks involved. The programmes were aimed to
provide insights into the Company to enable the Independent Directors to take well
informed timely decisions and contribute in the growth of the Company.
The details of the training and familiarisation programme are provided in the Corporate
Governance Report and is also available on the website of the Company at
https://www.nitco.in/corporate/investors/ nitco-policy
Number of programmes held during Financial Year 2022-23:
Details of attendance of Independent Directors in familiarization programmes:
Sr No. Subject Matter of the Programme |
Day/ Date |
Time Duration |
No. of programmes attended |
No of hours spent |
|
|
|
during the year |
Cumulative till date |
during the year |
Cumulative till date |
1 Nature of business and business model of the Company, Company's strategic and
operating plans |
Friday, March 31, 2023 |
1:15 Hours |
FY 2022- 23 |
1 |
2022-23 |
1:15 Hours |
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided at Annexure - IV.
In terms of the provisions of rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 read with 2nd proviso of the
rules, a statement showing the names of employees and other particulars of the top ten
employees and employees drawing remuneration in excess of the limits as provided in the
said rules will be provided on a request made in writing to the Company.
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors acknowledges with gratitude and wish to place on record, their deep
appreciation of continued support and co-operation received by the Company from JM
Financial Asset Reconstruction Company (JMFARC), Banks, Lenders, various Government
Authorities, Shareholders, Business Associates, Dealers, Customers, Investors and
Employees during the year.
For and on behalf of the Board
Vivek Talwar
Chairman & Managing Director
DIN: 00043180
Date: May 30, 2023
Place: Mumbai.