Neycer India Ltd Directors Report

BUSINESS PERFORMANCE:

During the under review, the Company has incurred a Net Loss of Rs. 233.71lakhs for the year ended 31^st March, 2021 as compared to Net Profit of Rs. 699.64 lakhsin the previous year.

SHARE CAPITAL:

The paid up Equity Share Capital of your Company as on 31^st March, 2021 was 10,16,69,160. No additions and alterations to the Capital were made during the financial year 2020-21.

DIVIDEND:

Since the Company has incurred a loss of Rs.233.71 lakhs ,your Board of Directors does not recommend any dividend to the Shareholders for the financial year 2020-21.

STATE OF AFFAIRS OF THE COMPANY:

During the year under the review there is no change in the nature of activity of the Company.

TRANSFER OF PROFIT TO RESERVES:

During the year the Company has incurred loss of Rs. 233.71 lakhs. However, Company has not transferred to the reserve account.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries associates and joint venture Companies.

LISTING OF SHARES:

The Equity Shares of the Company are listed in the Bombay Stock Exchange of India.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in the Section 134 (3) (c) of the Companies Act, 2013, the Board to the best of its knowledge and belief and according to the information and explanation obtained by it confirm that:

a) In the preparation of the Audited Accounts, the applicable Accounting Standards had been followed and there were no material departures there from;

b) The Directors had selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company at the end of the 12 months period ended on 31^st March, 2021 and of profit of the Company for that period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company for that period.

d) The Directors had prepared the Annual Accounts on a going concern basis.

e) They have laid down internal financial controls, which are adequate and are operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulations 34 (3), 18(3) and 46 of SEBI (LODR) Regulations, 2015, the Board of Directors had approved the policy on Vigil Mechanism, Whistle Blower and the same was hosted on the website of the Company. The Policy inter alia provides to direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no director/employee has been access to the Chairman of the Audit Committee and that no complaints were received during the year.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has formulated a framework on Internal Financial Controls in accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business process, financial reporting and compliance with applicable regulations and they are operating effectively. The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors report, key issues and area of improvement, significant process and accounting policies.

INTERNAL AUDITORS:

As per the provisions of the Companies Act, 2013 the Company has M/s. R. Sundararaman & Co., as an Internal Auditor for the Company for the financial year 2020-21. The Company proposes to continue their services and appoint M/s. Sundararaman & Co., as an Internal Auditor for the financial year 2020-21, to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS:

The Board of Directors comprises of the Three IndependentDirectors and one Non-Executive Directors out of which one is woman Director. During the financial year under review, the following changes occurred in the Board of Directors and Key Managerial Personnel of the Company:- a) Mr. Nishant Rathore was appointed as Chief Financial Officer of the Company on 19^th December, 2020. b) Mr. Ramasami Ananthakrishnan was resigned from the post of Chief Financial Officer of the Company with effect from 19^th December, 2020.

The Following changes occurred in the Board of Directors and Key Managerial Personnel after that reporting period:

c) Due to sudden demise of Mr. Y. Mohan Prasad, his position as Whole Time Director in the Company had become vacant on 26^th April, 2021. However, Company has not filled the vacant position till date. d) Mr. Raviteja Anne was appointed as an Additional Non-Executive Director of the Company on 08^th July, 2021. However, the same has been put up for members approval in Annual General Meeting via item No. 3.

Board Composition:

NUMBER OF MEETINGS OF THE BOARD:

6 (Six) Meetings of the Board of Directors of the Company were held during the year 2020-2021, which were on 27^th June20, 30^thJuly20, 12^th September 20, 9^th November20, 19^thDecember 20 and 12^th February 21. The Maximum time gap between any two consecutive meetings did not exceed 120 days.

BOARD COMMITTEES:

Board Committees plays a vital role in improving the Board effectiveness in areas where more focused and discussions are required. Board has constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The Board Committees meet at regular intervals; take necessary steps to perform their duties entrusted by the Board. The details pertaining to the composition of the various Committees and attendance of Members are detailed in the Corporate Governance Report is annexed in Annexure-III

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and of the Listing Agreement, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Committees. The manner in which the evaluation has been carried out is explained below.

During the year under review, the Independent Directors met on 12^th February 2021 inter alia to: i. Review the performance of non-independent directors and the Board as a whole. ii. Review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors. iii. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have been declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of financial year ended 31^st March, 2021, which have been relied on by the Company and placed at the Board Meeting of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of a director and other matters provided under Section 178 (3) of the Act are covered in Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided Under Section 92 (3) of the Act, is enclosed at Annexure-V in the prescribed form MGT-9 and forms part of this Report.

BOARD DIVERSITY:

The Company recognizes that building a Board of diverse and inclusive culture is integral to its success. The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted a Board diversity policy which sets out the approach to diversity of the Board of Directors.

NOMINATION AND REMUNERATION POLICY:

The Company has a Nomination and Remuneration Policy for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters as required under Section 178(3) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors had adopted a Code of Conduct for the Board Members and of the Company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company. The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. Detailed policy on Code of Conduct in pursuance to SEBI (Prohibition of Insiders Trading) Regulations 2015 as amended, is available in the company website www.neycer.in.

Statutory Auditors:

M/s. SNS Associates, Chartered Accountants, (Firm Registration No. 006297S) have been appointed as statutory auditors of the Company for a period of Five Consecutive years at the Annual General Meeting held on 26^th September, 2017 and their term of office expire in the year 2022.

REPLY TO THE OBESERVATIONS MADE BY THE STATUTORY AUDITORS:

Statutory Auditors in their report have made the following observations:

1. GMB Ceramics had filed an arbitration case against the Company. Against the award passed by the

Arbitrator, the Company has filed an appeal before the High Court of Calcutta. The Calcutta High Court had passed an order directing the Company has to pay GMB Ceramics an amount of Rs. 1169 lakhs and 15% simple interest and is Contingent Liability. From the date umpire award.

2. Against the said order of the High Court, the Company has filed an SLP before the Honble

Supreme Court which has directed the Company to deposit a sum of Rs.400 Lakhs and the SLP has been admitted. The Company has deposited the said amount. Pending disposal of the SLP by the Honble Supreme Court, the amount deposited with the Supreme Court is shown under Advances and necessary adjustments will be made on the disposal of the SLP.

OUR REPLY:

Since, the notes given in the financial statements are Self Explanatory, the Management taking all necessary efforts to address the issue.

EMPHASIS MATTER

With reference to Note No.33 of the notes forming part of the financial statements regarding the adoption of going concern concept for the preparation of financial statement and the efforts being made by the Company to restart the manufacturing operations. Since the Auditor has not qualified the emphasis matter, management is not required to reply on the subject matter.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Copies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Secretarial Auditor to conduct the Secretarial Audit for the financial year 2020-2021. The Secretarial Audit Report as received from the Secretarial auditor is annexed to this report as

COMMENT ON SECRETARIAL AUDIT REPORT:

There are no material qualifications in the Secretarial Audit Report except for few observations in the Secretarial Audit Report and the same has been taken on record for due action.

COST AUDITOR:

Since the Company has no manufacturing activity at present, and the provisions of Appointment of Cost Auditor pursuant to the Companies Act, 2013 is not applicable, no Cost Auditor has been appointed by the Company during the financial year.

RISK MANAGEMENT POLICY:

The risk management is overseen by the Audit Committee of the Company on a continuous basis, therefore constituting a Risk Management Committee does not arise. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There has been no loan, guarantees and investment given or made by the Company under Section 186 of the Act during the financial year 2020-21.

RELATED PARTY TRANSACTIONS:

During the year 2020-21 the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material as per sub-section (1) f Section 188 of the Companies Act, 2013. Hence the question of reporting under this requirement of said section does not arise.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the Social initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure – IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) Section 134 and sub-section 3 of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at March 31, 2020 in Form MGT-9 forms part of this report as Annexure-I. DISCLOSURES REQUIREMENTS:

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, which are placed on the website of the Company.

i) Code of conduct for Directors and Senior Management

ii) Whistle Blower Policy/ Vigil Mechanism

iii) Policy of Directors Appointment and remuneration

iv) Policy on determining materiality of events

v) Policy on documents preservation and archival

vi) Terms of appointment of independent directors

vii) Nomination & Remuneration policy

viii) Policy on related party transactions

ix) Policy on Corporate Social Responsibility Committee

x) Policy on sexual harassment of women at work place (prevention, prohibition and redressal) Act 2013.

POLICY ON INSIDER TRADING:

On December 31, 2018, the Securities and Exchange Board of India amended the Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements with effect from 1st April 2019. In line with the amendments, your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information.

DISCLOSURE AS PER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has constituted a separate committee under the sexual harassment of women at workplace (Prevention, prohibition and redressal) Act, 2013. The following are the details of the Committee:

Sexual Harassment Committee Composition:

Mr.GanapathyKrishnamoorthy Mr.Bachiame Mrs.Jayalakshmi

The Company has zero tolerance for sexual harassment at work place. During the Financial Year 2020-21 the Members met on 12^th February 2021for review and no complaints were received. The Policy is available in the Company website: www.neycer.in

PUBLIC DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, EARNINGS AND OUTGO:

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014 are as follows:

A.Conservation of Energy

At present there is no manufacturing activity in the Company. Hence the Scope for conservation of energy is very limited. Hence reporting this clause is not applicable.

B.Technology Absorption:

Your Company is planning to adopt improved technology for better quality improvement, energy saving, materials consumption and reduction of wastages.

Since the Company has not carried on any export during the financial year under review, the disclosures requirement relating to exports, initiatives taken to increase exports, development of new markets for products and services and export plans does not arise.

MATERIALS ORDERS PASSED BY THE REGULATORS, COURT, TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant/ material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your company except, Adjudication order passed by SEBI by imposing penalties. Your Company had appealed against the order of SEBI and order has been passed in this regard, reducing the penalty amount.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Detailed analysis of the Companys progress and future outlook is separately discussed in the Management and Discussion and Analysis Report.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements, set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreements forms an integral part of this Report. The requisite certificate from the

Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. In terms of Regulation 34 (3) and 53(f) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement and the Auditors Certificate regarding compliance of conditions of Corporate Governance are part of this Annual Report as Annexure III. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS:

Pursuant to the provisions of Companies Act, 2013 and of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder ‘s Relationship committee. The manner in which the evaluation has been carried out is explained below:

A) EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS MEETING

During the year under review, the Directors (other than Independent Directors) met on 10th February 2020, inter alia to: i. Review the performance of the independent directors of the company, taking into account the views of executive directors and non-executive directors. ii. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

HUMAN RESOURCES:

The management envisions trained and motivated employees as the backbone of the Company Special attention is given to recruit trained and experienced personnel only in the production department but also in marketing finance and accounts. The management strives to retain and improve employees morale. The Company is in the process of revamping the employer employee engagement program.

PARTICULARS ON REMUNERATION:

According to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. None of the employees fall under the category specified under the said Section and Rules made there-under the disclosures are annexed with.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance sheet.

GENERAL DISCLOSURES:

Your directors state that no reporting is required in respect of the following matters as there were no transaction on these matters during the year under review. a) No significant material orders were passed by the Regulators or Courts or tribunals which impact the going concern status of the Company. b) There has been no change in the nature of business of the Company c) There were no proceedings pending under the Insolvency Bankruptcy Code, 2016

ACKNOWLEDGEMENTS:

The Directors thank the various Departments of the Central and State Governments, the Bankers of the Company for the support and cooperation extended throughout the year.

Director

Place: Chennai

Date: 14.08.2021