ntc industries ltd share price Directors report


Dear Shareholders,

Your Directors have pleasure in presenting the 32nd (Thirty-Second) Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company during the financial year 2022-23 are given herein below:

(Rs. in Lakhs

Particulars

Standalone

Consolidated

Financial

Year

2022-23

Financial

Year

2021-22

Financial

Year

2022-23

Financial

Year

2021-22

1 .a) Income from operations

4318.39 2485.64 5222.96 3312.46

b) Other income

270.74 530.24 300.40 584.07

2. Expenses

4232.02 2377.43 4394.52 2505.79

Profit/(Loss) before interest and depreciation

357.11 638.45 1128.84 1390.74

Less: a) Finance Cost

45.77 24.12 45.81 28.51

b) Depreciation

65.07 64.83 204.07 203.82

Profit/ (Loss) before Exceptional Items

246.28 549.50 878.96 1158.41

Add/Less: Exceptional Items

-- -- -- --

Profit/ (Loss) before taxation

246.28 549.50 878.96 1158.41

Less:- Provisions for current tax, deferred tax and tax adjustments for earlier years

81.52 105.22 246.52 257.22

Profit/ (Loss) After Tax

164.76 444.28 632.45 901.19

Add: Balance brought forward from last year

3387.66 2943.38 5732.67 4831.48

Less: Amount transferred to Reserves

-- -- -- --

Balance carried to the Balance Sheet

3552.42 3387.66 6365.12 5732.67

DIVIDEND & RESERVES

The Company has an 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, your directors have decided not to declare dividend for the financial year 2022-23.

The Company has not proposed any transfer of profits to its Reserves.

REVIEW OF OPERATIONS

During the year 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 an overall total turnover of Rs. 4318.39 Lakhs as compared to Rs. 2485.64 Lakhs in the previous year reflecting growth of 73.73%. The export sales decreased to Rs. 1070.30 Lakhs from Rs. 1402.33 Lakhs. Your Company has a Profit Before Tax of Rs. 246.28 Lakhs as compared to Rs. 549.50 Lakhs in the previous year. During the year under review, your Company generated a revenue of Rs. 2113.60 Lakhs from manufacturing and sale of Cigarettes and sale of FMCG products as compared to Rs. 2026.24 Lakhs of previous year. The Company had generated a revenue of Rs. 1747.66 Lakhs from high seas sales trading business during the year. The Company also generated revenue out of Rental Services of Rs. 457.13 Lakhs during the year under review as compared to Rs. 459.40 Lakhs.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the financial year, there has been no change in the nature of business of the Company.

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March, 2023 stood at Rs. 1194.40 Lakhs. There has been no change in the authorized and paid up capital of the Company during the year under purview. Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on 31st March, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

During the 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, (hereinafter referred to as ‘the Act) and applicable Indian Accounting Standards, the Company has prepared a Consolidated Financial Statement of the Company and all of its subsidiaries which is forming part of this Annual Report.

The Financial Statements of each of the subsidiaries 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, Sunday. Further, as per section 136 of the Act, the audited financial statements (both standalone & consolidated) and related information of the Company along with the audited financial statements of each of the subsidiaries are available on our website at www.ntcind.com.

Pursuant to proviso to Section 129(3) of the Act, a report on the performance and financial position of each of the subsidiaries included in the Consolidated Financial Statement is also provided in Form AOC-1 which forms a part of this Annual Report. The Company does not have any joint venture or associate company.

Pursuant to Regulation 16 of the Securities and Exchange Board of India (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: https://www.ntcind.com/wp-content/uploads/2022/08/NTC-POLICY-ON-MATERIAL-SUBSIDIARY.pdf

As on 31st March, 2023, your company has 4(four) wholly owned subsidiaries namely:

1. NTCIL Infrastructure Private Limited;

2. NTCIL Real Estate Private Limited;

3. NTCIL Siliguri Estate Private Limited; and

4. NTCIL Realty Private Limited

NTCIL Infrastructure Private Limited - NTCIL Infrastructure Private Limited is a wholly owned subsidiary. The Companys plans for securing growth in the real estate business is under way and appropriate action are taken at appropriate time for further development.

NTCIL Real Estate Private Limited - NTCIL Real Estate Private Limited is a wholly owned subsidiary. The Companys plans for securing growth in real estate business is under way and appropriate action are taken at appropriate time for further development.

NTCIL Siliguri Estate Private Limited and NTCIL Realty Private Limited are wholly owned subsidiary and were incorporated with a view to expand Companys real estate business and to tap on newer opportunities however the companies are yet to commence its business operations.

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 Boards 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.

As on 31st March, 2023, none of the Directors of the Company are disqualified from being appointed as Directors, as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification 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, Mr. Priyawart Jariwala (DIN: 09148113), eligible to retire by rotation, being eligible offered

himself for re-appointment and accordingly he was re-appointed at the Annual General Meeting of the Company held on 24th September, 2022.

Further, Mr. Tapan Kumar Chakraborty (DIN: 09175798) is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

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

• Independent directors

At the 27th AGM of the Company, Mr. Gaurav Somani (DIN: 06428114) 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 and Mr. Niraj Sinha (DIN: 06979287) has been appointed on 25th April, 2021 as an Independent Director to hold office till 24th April, 2026.

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 laid down in Section 149(6) of the Act, read with the Rules made thereunder and Regulation 16 and 25 of the Listing Regulations.

The Independent Directors of the Company have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

• Woman Director

Ms. Vembi Krishnamurthy Radha (DIN: 07141131) continues as the Woman Director on the Companys Board in conformity with the requirements of Section 149(1) of the Act and Regulation 17 of the Listing Regulations.

• Whole time Key Managerial Personnel (‘KMP):

Due to personal reasons, Mr. Sunil Kumar Varma (ACS 31574) has resigned from the post of Company Secretary cum Compliance Officer of the Company with effect from the closure of working hours on 31st March, 2023. Subsequently, Ms. Anushree Chowdhury (ACS 69161) was appointed by the Board of Directors as the Company Secretary & Compliance Officer of the Company with effect from 20th April, 2023 and also designated as the KMP of the Company. The present KMPs of the Company are as follows :

Sl.Name o.

Designation

1. Mr. Priyawart Jariwala

Managing Director

2. Mr. Prem Chand Khator

Chief Financial Officer

3. Ms. Anushree Chowdhury

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 is also available on our website at www.ntcind.com.

C. Board Formal Annual Evaluation

An annual evaluation of the performance of the Board, its committees and of individual directors has been made by the Board of Directors of the Company pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under the 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 the Independent Directors was held on 31st March, 2023, 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 were 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

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The details of all the above committees along with composition, terms of reference, number and dates of meeting held, attendance at meetings are provided in the report on Corporate Governance forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

AUDITORS AND EXPLANATION TO AUDITORS REMARKS

Statutory Auditors

During the year under review, M/s. R. Rampuria & Co., Chartered Accountants (FRN: 325211 E/Membership No.108771) were appointed as the Statutory Auditors at the Annual General Meeting (‘AGM) of the Company held on 24th September, 2022 for a period of 5(five) years beginning from the conclusion of 31st Annual General Meeting until the conclusion of 36th Annual General Meeting of the Company. Further, in this regard, the statutory auditors so appointed have submitted their written consent to the effect that their appointment as Statutory Auditors of the Company, if made, will be as per the requirements as laid down under Section 139 and 141 of the Act read with Rule 4 of Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for appointment.

Further, M/s. R. Rampuria & Co., has also subjected themselves to peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI. Statutory Audit M/s. R. Rampuria & Co., Chartered Accountants (FRN: 325211E/Membership No.108771), the Statutory Auditor of your Company have conducted the statutory audit of the Company for the financial year 2022-23. The Independent Auditors Report for the financial year ended 31st March, 2023 forms a part of this Annual Report.

Your 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.

Secretarial Auditors and Reports

The Board has appointed Ms. Prachi Todi, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2022-23. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit and the report of the Secretarial Auditor for the financial year 2022-23 is annexed herewith and marked as “Annexure A1” to this Report.

Explanation to the Remarks/Comments/Observation raised in the Secretarial Audit Report

The Secretarial Audit Report contains the following comments:

Comment / Observation:

a) A suit that had been filed by a group of shareholders of the Company in Sealdah Civil & Criminal Court against Resolutions passed in pursuance of Section 180(1) (a) and 180(1) (b) of the Act, and which was later transferred to the Learned 2nd Civil Judge (Junior Division) at Barrackpore, West Bengal vide TS No. 04/2015. However, the ex parte stay order was vacated by the Honble Court.

b) Another suit had been filed by the same group of shareholders of the Company having Title Suit No. 1048 of 2015 before the Ld. Civil Judge (Senior Division) 1st Court at Barasat challenging the sale of property to its wholly-owned subsidiary and/or nominees. However, the Company had already filed its reply to the said suit and the matter is currently sub judice before the Court.

Boards Reply:

The Board of Directors took note of the comments/observation made by the Auditors. Further, with respect to the order TS No. 04/2015, the stay was vacated on 16.03.2023 and the matter is pending for hearing & still sub- judice before the court, furthermore with respect to Order having Title Suit No. 1048 of 2015, we would like to inform that the Company had already filed its reply against the said suit and the matter is currently sub judice before the Court.

Secretarial Audit of Material Subsidiary

The Board of NTCIL Real Estate Private Limited, material subsidiary of the Company had appointed Ms. Prachi Todi, Practicing Company Secretary, to conduct the Secretarial Audit of the said material subsidiary of the Company for the financial year 2022-23. The report of the Secretarial Auditor for the financial year 2022-23 is annexed herewith and marked as “Annexure A2” to this Report.

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 2022-23 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 the auditors under sub-section (12) of Section 143 of the Act.

COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Directors of your Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the ICSI and that such systems are adequate and operating effectively.

WEB ADDRESS FOR ANNUAL RETURN REFERRED TO IN SECTION 92(3) SHALL BE PUBLISHED

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://www.ntcind.com/others/.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2022-23, 7(Seven) Board Meetings were held, details of which are given in the Corporate Governance Report forming part of this Annual 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 well 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 financial statements for the year ended 31st March, 2023, 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 financial statements 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 OF THE ACT

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 related party transactions are reported to and approved by the Audit Committee / Board. An omnibus approval from the Audit Committee for the financial year is obtained for the transactions which are repetitive in nature. The details of such transactions were also placed before the Audit Committee and the Board for their review, on a quarterly basis.

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 36 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 Companys website at https://www.ntcind.com/wp-content/uploads/2022/08/NTC-POUCY-ON-RELATED-PARTY-TRANSACTIONS- 2022.pdf

CORPORATE GOVERNANCE

A detailed report on Corporate Governance together with the certificate of compliance from a Practicing Company Secretary, as required under the Listing Regulations, is presented in a separate section and is annexed to this report as “Annexure B” and “Annexure B1”, respectively.

CEO-CFO CERTIFICATION

A certificate of the Managing Director 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 hereto as “Annexure B3”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Management Discussion and Analysis containing a detailed analysis of the Companys performance as per Regulation 34 of the Listing Regulations is annexed hereto as “Annexure C” and forms part of the Annual Report.

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 under “Annexure D” which forms part of the Directors Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement under Section 135 of the Act and Rules made thereunder a Report on CSR activities and initiatives taken during the year is given in in the prescribed format and annexed to this report as

“Annexure E” and forms part of the Directors Report. The policy is available on the website of the Company at the weblink: https://www.ntcind.com/wp-content/uploads/2022/08/NTC-CSR-POLICY-2022.pdf

RISK MANAGEMENT POLICY

Your Company has developed and implemented a Risk Management framework which consist of plans & policies pursuant to requirement of the provisions of the Act 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, principal 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 mitigation of 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 Report forming part of this Directors Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Companys 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 Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys 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/codes-and-policies/.

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 from the website of the Company. No personnel have 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 also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The policy is available on the Companys 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 Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as “Annexure F”.

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.

COST RECORDS

The company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

HEALTH. SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable laws. 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. In order to support the “Green Initiative in the Corporate Governance” by the Ministry of Corporate Affairs,

the Annual Report for the FY 2022-23 and the Notice of the 32nd AGM of the Company are being sent through electronic mode to all such Members whose email IDs/addresses are registered with the Company/Depository Participants/Companys Registrar & Share Transfer Agent.

DEPOSITS

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

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

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations. You may also refer to Note No. 37, 38 and 39 of the Standalone Financial Statements of the Company, forming part of this report for further details.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no other applications were filed or proceedings were pending under the Insolvency and Bankruptcy Code, 2016 except for one application which was filed by M/s. IFCI Limited against one of our wholly owned subsidiary companies i.e., NTCIL Infrastructure Private Limited on 1st February, 2023 with NCLT, Kolkata Bench which was served to us on 31st March, 2023 and the said matter is pending to be heard.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/FI (S) ALONG WITH REASONS

Your Company has not made any one-time settlement with the Banks.

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 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

Place: Kolkata Date: 30th May, 2023

Priyawart Jariwala

Niraj Sinha

Managing Director

Director

DIN:09148113

DIN: 06979287