NTC Industries Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasures in presenting the 30th Annual Report together with the Audited Statements of Accounts for the financial year ended 31st March 2021.

Financial Highlights

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

Particulars

Standalone

Consolidated

Financial Year 2020-21 Financial Year 2019-20 Financial Year 2020-21 Financial Year 2019-20
1.a) Income from operations 2376.38 1508.33 3066.63 2220.19
b) Other income 439.19 540.68 439.95 559.33
2. Expenses 1883.15 1796.61 2038.81 2084.95
Profit/(Loss) before interest and depreciation 932.43 252.40 1467.76 694.57
Less: a) Finance Cost 27.03 30.91 73.11 129.64
b) Depreciation 50.55 51.47 190.66 191.59
Profit/ (Loss) before Exceptional 854.85 170.02 1203.99 373.34
Items
Add: Exceptional Items -- 186.44 - 186.44
Profit/ (Loss) before taxation 854.85 356.46 1203.99 559.78
Less:- Provisions for current tax,
deferred tax and tax adjustments 225.94 76.57 400.31 118.57
for earlier years
Profit/ (Loss) After Tax 628.91 279.89 803.67 441.21
Add: Balance brought forward from last year 2314.47 2034.58 4027.82 3586.61
Less: Amount transferred to -- -- -- --
Reserves
Balance carried to the Balance Sheet 2943.38 2314.47 4831.48 4027.82

Dividend & Reserves

The Company has ongoing need of financial resources, for the purpose of expansion activities. In order to meet its growing funds requirement and conserve its resources and to plough back its entire profit into the expansion activities, the directors have decided not to declare dividend for the financial year 2020-21.

The Company has not proposed any transfer to its Reserves.

Review of operations

During the period under review, the Company focused on improving productivity, reducing costs and utilized its cash flows most effectively.

During the year under review, your company has achieved a total turnover of Rs. 1907.90 Lakhs as compared to Rs. 1108.89 Lakhs in the previous year reflecting strong growth of 72.05%. But the major evolution came in the export sales where your company achieved a praiseworthy escalation of 175.32%. The export sales increased to Rs. 1358.70 Lakhs from Rs. 493.50 Lakhs. Your company has PBT of Rs. 854.85 Lacs as compared to Profit of Rs. 356.46 Lacs in the previous year.

Change in nature of business, if any

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

Changes in Share Capital

The paid-up Equity Share Capital of the Company as at 31st March, 2021 stood at Rs. 1194.40 Lacs. During the year under review your company has issued and allotted 11,94,000 equity shares by way of preferential allotment to M/s YMS Finance Private Limited, a promoter group company.

Subsidiaries, Joint Ventures & Associate Companies

As on 31st March, 2021, your company has 4 wholly owned subsidiaries. During the financial year under review none of the companies have become or ceased to be Subsidiaries, Joint Venture or Associate Company.

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

The Annual accounts of the subsidiary will be kept at the Registered Office of the Company and also at the Registered Office of the subsidiary companies and will be available to the investors seeking information at any time during the working hours of the Company except Saturday. Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available at our website. The Company does not have any Joint Venture or Associate company.

Pursuant to proviso to Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company s subsidiaries in Form AOC-1 is attached to the consolidated financial statements of the Company.

Pursuant to Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015

(hereinafter referred to as "the Listing Regulations") the Company has formulated a Policy on Material Subsidiary and the same is available on the website of the Company at the link: http://www.ntcind.com/pdf/Secretarial-Documents/ntc_Policy_on_Material_Subsidiary.pdf.

Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and the annual audited accounts of each of the subsidiaries are available at our website at www.ntcind.com.

COVID 19

The spread of COVID-19 has severely impacted businesses around the globe. The situation is constantly evolving and Governments in certain states have imposed various restrictions with the increase in number of COVID-19 cases during the month of March 2021. The Company has considered various internal and external information available up to the date of approval of financial statements in assessing the impact of COVID-19 pandemic on the financial statements for the year ended March 31, 2021. The offices and the factory were shut down during lock down phase. Operations has been resumed at the factory which are located in non-containment zones after complying with all the requirement related to Social Distancing and mandatory to wear facemask, face cover and have proper sanitizations with proper interval with reduced work force. As part of the precautionary measures undertaken by the Company, employees have been advised to work from home to the extent feasible. The Company does not foresee any significant impact in respect of its existing contracts and agreements where the non-fulfillment of obligations by any party would lead to any material financial claim.

Board of Directors:

The Board comprises of an optimum mix of both Executive and Non-Executive Directors including Independent

Directors and a Woman Director. The Board s composition and size is in compliance with the provisions of the

Act and the Listing Regulations. The details of Directors of the Company and the remuneration drawn by them are given in the Annual Return which is available on the website of the Company.

None of the Directors of the Company are disquali ed from being appointed as Directors, as speci ed in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Quali cation of Directors) Rules, 2014.

A. APPOINTMENT/RE-APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement By Rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Ms. Vembi Krishnamurthy Radha (07141131) is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment.

Appointment of Directors

Pursuant to the resignation of Mr. Upmanyu Pathak (DIN : 06563100) as Managing Director of the Company with effect from the close of business hours on 22nd May, 2021, the Board of the Directors of the Company, on the basis of the recommendation of the Nomination & Remuneration ( N & RC ) appointed Mr. Priyawart

Dipakbhai Jariwala as Managing Director, liable to retire by rotation, with effect from 22nd May, 2021 and the said appointment is subject to the approval of shareholders.

Mr. Niraj Sinha (DIN: 06979287) was appointed as additional director (Independent) w.e.f 25.04.2021 and Mr. Tapan Kumar Chakraborty (DIN: 09175798) was appointed as additional directors (Non Executive), liable to retire by rotation, w.e.f 22.05.2021. They holds office upto the date of the ensuing Annual General Meeting and their appointment is subject to approval of shareholders in the ensuing annual general meeting.

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

Independent director

At the 27th AGM of the Company, Mr. Gaurav Somani (DIN: 06368949) and Mr. Amar Chand Baid (DIN: 07741980) were re-appointed as Independent Directors of the Company for a term of five consecutive years w.e.f. 1st April, 2019 to hold office till 31st March, 2024.

Statement On Declaration Given By Independent Directors Under Sub- Section (6) Of Section 149:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 25 of the SEBI

(Listing Obligation and Disclosure Requirements) Regulations 2015 ("Listing Regulations").

Appointment & Resignation of Whole time Key Managerial Personnel (KMP):

Mr. Upmanyu Pathak (DIN: 06563100) has been appointed as the Managing Director of the Company w.e.f 09.11.2017 for a period of 3 (Three) year with the approval of members in the 27th Annual General Meeting of the Company. He was re-appointed by the Company for a further period of 3 years w.e.f 09.11.2020 at the Extra Ordinary General meeting of the Company held on 11.02.2021. However due to his preoccupation, Mr. Upmanyu Pathak has resigned from the post of Director and Managing Director from the Board of Directors of the Company w.e.f 22.05.2021. The Board of the Directors of the Company, on the basis of the recommendation of the Nomination & Remuneration ( N & RC ) appointed Mr. Priyawart

Dipakbhai Jariwala as Managing Director, liable to retire by rotation, with effect from 22nd May, 2021 and the said appointment is subject to the approval of shareholders in the ensuing annual general meeting. The present KMP of the Company are as follows :

Sl. No. Name Designation
1. Mr. Priyawart Dipakbhai Jariwala Managing Director
2. Mr. Prem Chand Khator Chief Financial Officer
3. Mr. Sunil Kumar Varma Company Secretary & Compliance Officer

B. NOMINATION & REMUNERATION POLICY

The Board of Directors have framed a policy which lays down a framework in relation to appointment, remuneration and other matters provided in Section 178(3) of the Act for Directors, Key Managerial Personnel and senior Management Personnel of the Company. The same has been available at our website at www.ntcind.com.

C. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations. The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

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

During the year under review, 1 (one) meeting of independent Directors held on 30.03.2021, where directors evaluated the performance of non-independent directors, performance of the board as a whole and performance of the Chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The Directors expressed their satisfaction over the evaluation process and results thereof.

D. FAMILIARISATION PROGRAMME:

The Company has devised a programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the same has been put up on the website of the Company.

Committees

Audit Committee

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

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. Details relating to number of Nomination and Remuneration Committee Meetings held, dates of Meeting indicating the number of meetings attended by each Member are also given in the Corporate Governance Report.

Share Transfer cum Stakeholders Relationship Committee

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. Details relating to number of Share Transfer cum Stakeholders Relationship Committee Meetings held, dates of Meeting indicating the number of meetings attended by each Member are also given in the Corporate Governance Report.

Auditors and Explanation to Auditor s Remarks

Statutory Audit

M/s. VKR & Associates, Chartered Accountants (Firm Registration No. 320323E), the Statutory Auditor of your Company have conducted the Statutory audit of the Company for the financial year 2020-21. The Independent Auditors Report for the financial year ended 31st March, 2021 forms a part of this Annual Report.

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

No frauds were reported by auditors under sub-section (12) of section 143 of the Act.

Statutory Auditors

Your Company s Auditors, M/s VKR & Associates, Chartered Accountants (Firm registration No 320323E), were appointed as the Statutory Auditors from the conclusion of 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company subject to ratification by members every year. The Company has received a certificate from the Auditor under section 141 of the Companies Act 2013 to the effect that they are eligible to continue as Statutory Auditors of the Company.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 30th AGM.

The Auditors Report to the shareholders for the year under review does not contain any qualifications or adverse remarks. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

The Board has appointed Miss Prachi Todi, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2020-21. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit and the report of the Secretarial Auditor along with the Compliance Report for the financial year 2020-21 is annexed herewith marked as annexure gAh to this Report.

Explanation to the Observation raised in the Secretarial Audit Report

The Secretarial Audit Report contains the following observations:

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

b) Pursuant to Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019, every Independent Director is required to get himself registered in the Data Bank of Independent Directors for a particular period. However, the requisite compliance has not been done by the Company as on the closure of the financial year under review.

Boards Reply:

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

b) The management will register all the Independent directors of the Company in the Data Bank of Independent Directors at the earliest and comply with Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

Internal Auditors

Pursuant to Section 138(1) of the Act, M/s Garg Narender & Co., Chartered Accountants had been appointed as the Internal Auditor of the Company for the financial year 2020-21 to conduct the Internal Audit of the Company. The Internal Auditor reports to the Audit Committee of the Board and the report of Internal Audit is also placed at the Meetings of the Audit Committee for review.

No frauds were reported by auditors under sub-section (12) of Section 143 of the Act.

Annual Return

In accordance with Section 92 (3) read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https:// https://www.ntcind.com/.

Number of meetings of the Board of Directors

During the financial year 2020-21, 9 (Nine) Board Meetings were held, details of which are given in the Corporate Governance Report. Details relating to dates of Board Meeting indicating the number of meetings attended by each Director are also given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors Responsibility Statement

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

(a) in the preparation of the annual accounts for the year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the directors 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 at the end of the financial year and the statement of profit and loss of the company for that period;

(c) the directors 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 have prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Particulars of Loan, Guarantees and Investments under Section 186

Particulars of loans given, investments made, guarantees given and securities 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 standalone financial statement.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered into by the Company during the financial yearwith Related Parties as defined under the Companies Act, 2013 and Listing Regulations were in the ordinary course of business and on an arm s length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions, i.e., there were no transactions exceeding ten percent of the annual turnover as per the last audited financial statements, entered into during the year. Accordingly, the disclosure required under section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to your Company

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large. The details of related party transactions are disclosed and set out in Note 35 to the Standalone Financial Statements forming part of this Annual Report.

Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board. The same can be accessible on the Company s website at https://www.ntcind.com/wp-content/uploads/2019/09/Policy-on-Related-Party-Transactions_ntc.pdf

Management Discussion and Analysis

A separate report on Management Discussion and Analysis containing a detailed analysis of the

Company s performance as per Regulation 34 of the Listing Regulations is annexed hereto.

Corporate Governance

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

A certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of Listing Regulations, inter alia, confirming the correctness of the financial statement, adequacy of the internal control measures and reporting of the matters to the Audit Committee is also annexed.

Material Changes and Commitments Affecting the Financial Position of the Company

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

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in annexure gBh to this Report.

Risk Management Policy

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

In this ever changing economic environment, your company is exposed to various risks such as market risk, financial risk, liquidity risk, principally interest rate risk, credit risk and risks associated with the economy, regulations, competition among others. The aforesaid Risk Management framework helps in identifying, assessing, monitoring and mitigationof various risks to key business objectives. The Audit Committee of the company oversee and evaluate overall risk management framework which is periodically reviewed by the Board of Directors to ensure that the executive management controls the risk as per decided policy. The risk management issues are discussed in detail in the Management Discussion and Analysis.

Adequacy of Internal Financial Controls

The Company s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the

Company s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company s risk management policies and systems.

Policy On Prevention of Insider Trading

Your Company has adopted a "Code of Practice & Procedure for Fair Disclosure" as envisaged under SEBI

(Prohibition of Insider Trading) Regulations, 2015 with a view to Regulate trading in equity shares of the Company by the Directors and Designated Employees of the Company. The said Code is available on the website of the Company at the link: https://www.ntcind.com/wp-content/uploads/2019/09/Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-Unpublished-Price-Sensitive-Information_ntc.pdf

Vigil Mechanism

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the Listing Regulations with stock exchanges and it can be accessed at the website. No personnel has been denied access to the Audit Committee. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use such mechanism and is also available at the Company s website at the link https://www.ntcind.com/wp-content/uploads/2019/09/Vigilance-Mechanism-or-Whistle-Blower-Policy_ntc.pdf

Human Resources

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

Particulars of Employees

Details pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report and are annexed herewith as annexure gCh.

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Health, Safety and Environmental Protection

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

Deposits

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

Details of Significant & Material Orders Passed by The Regulators or Courts or Tribunal

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

Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

An Internal Complaints Committee has been constituted under the Anti Sexual Harassment Policy approved by the Board of Directors of the Company, which provides a forum to all female personnel to lodge complaints (if any) therewith for redressal. Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Board is grateful to the Independent Directors for their valuable contributions. All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company forward. Your Directors are also wish to place on record their appreciation for the whole-hearted co-operation, dedication, commitment and contribution made by all the employees and look forward to their continued support. Inspired by this vision, driven by values and powered by internal vitality, your Directors look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

For & on behalf of the Board
Priyawart Dipakbhai Jariwala Niraj Sinha
Managing Director Director
Place: Kolkata
Date: 29th June, 2021