nitco ltd Directors report

Dear Members,

Your Directors are pleased to present the 57^th 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 Companys debt from its lenders and sanctioned debt restructuring effective from the Cut-Off date 28^th 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 Companys / Subsidiarys

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 organizations 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 companys 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 companys 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, NITCOs 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. NITCOs 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 NITCOs 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 teams 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 Limiteds 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 NITCOs 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. NITCOs 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 NITCOs commitment to innovation and design excellence. NITCOs participation in Cersaie further strengthened its position as a key player in the global ceramic tile market, reflecting the companys 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 Indias esteemed architects. The companys 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. NITCOs participation in Dialogues exemplifies the companys unwavering commitment to excellence and its ongoing efforts to collaborate with influential figures in the industry.

Brunch by the Sea 2023

NITCO Limiteds 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 NITCOs 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 NITCOs core team and key decision-makers to stay at the forefront of industry advancements.

Casa Eterna Launch March 12, 2023

The CASA Eterna23 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 NITCOs products. To celebrate the success of the Casa Eterna Launch, a town hall meeting was held at NITCOs 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 Eterna23 Launch event was a remarkable showcase of NITCOs 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 Limiteds Business Development Team to enhance product awareness in the market. These road shows aimed to familiarize architects with the texture, touch, and feel of NITCOs 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 companys 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 companys projects section has successfully launched 27 franchise stores with in-store features, showcasing NITCOs 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 NITCOs 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 NITCOs 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 NITCOs 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 NITCOs 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 (Honble NCLT) to initiate corporate insolvency resolution process against the Company. The matter is pending for hearing before the Honble 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 Boards 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 arms 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 arms 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 Companys 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 LLP–Chartered Accountants (FRN: 107122W / W100672), were appointed as Statutory Auditor of the Company by the Members at the 56^th Annual General Meeting (AGM) held on September 30, 2022 to hold the office upto the conclusion of 61^st AGM to be held in the year 2027.

The Notes on the Financial Statements referred to in the Auditors 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-eter 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 exchanges) 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 promoters 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 arms 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 Companys 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 Companys 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

DIRECTORS 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, Companys 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 2^nd 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.