26th August, 2019

To,

Corporate Service Dept.	The Listing Department,
Bombay Stock Exchange Limited	National Stock Exchange of India Limited
Jecjecbhoy Towers	Exchange Plaza, Bandra Kurla Complex, Bandra
Dalal Street,	(E),
Mumbai - 400 001	Mumbai - 400051.
Script code: 532722	Script code: NITCO

Ref. : - BSE Code : 532722; NSE Code : NITCO; ISIN : INE858F01012

Sub: Submission of Annual Report and Notice of 53•d Annual General Meeting of the Company & Book Closure dat es

Dear Sir,

This is to inform you that pursuant to provisions of section 91 of the Companies Act, 2013 and regulation 42 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 201S, Notice is hereby given that the 53•d Annual General Meeting of the Company will be held on Thursday, 19th September, 2019 at 11:00 A.M. atM. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, Kala Ghoda, M umbai - 400 001.

Pursuant to regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 an Annual Report and Notice of t he Annual general Meeting is enclosed herewith for your reference & records.

The Register of Members and Share Transfer Books of the Company will be closed from Friday, 13th September, 2019 to Thursday, 19¹ h September, 2019 (bot h days inclusive) for the purpose of Annual General Meeting.

Further it is informed that the Company wi ll provide remote e-voting facility to the shareholders for the purpose of casting vote on the resolut ions proposed to be passed in the ensuing Annual General Meeting. The remote e-voting period commences from Monday, 16th September, 2019 at 9:00A.M. and ends on Wednesday, 18th September, 2019 at 5:00 P.M.

Kindly take the same on record.

Thanking You,

Yours Faithfully, For NITCO Limited

wani p y Secretary & Compliance Officer

Corporate Information 2
Director's Report 11
Secretarial Audit Report 18
Extract of Annual Return 22
Management Discussion & Analysis 35
Report on Corporate Governance 41
Standalone Financials 53

Consolidated Financials 98

DIRECTORS' REPORT

Dear Members,

Your Directors are pleased to present the 53rd 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, 2019.

Financial results

The highlights of the fi nancial results for the year ended March 31, 2019 are as follows:

				(` in crores)
For the year ended March 31	Standalone		Consolidated
	2019	2018	2019	2018
Tiles & Related businesses	590.39	576.99	596.89	589.56
Less: Excise duty including excise duty on traded products	-	15.32	-	16.51
NET Revenue from Tiles & Related businesses (Net of Excise duty)	590.39	561.67	596.89	573.05
Revenue from Real Estate Business	1.57	29.99	1.57	32.25
Net Comparable Revenue	591.96	591.66	598.46	605.30
Profi t /(Loss) before interest depreciation and tax	3.99	5.28	0.93	8.37
Interest & Financial Charges (Net)	(19.77)	(8.46)	(23.07)	(13.86)
Depreciation	(31.12)	(72.46)	(39.23)	(80.53)
Exceptional Items	-	247.86	-	247.86
Profi t/(loss) before tax	(46.90)	172.22	(61.37)	161.84
Provision for tax including reversal of taxes for earlier years	-	20.35	1.32	22.92
Other Comprehensive Income	0.15	(0.20)	0.15	(0.20)
Profi t/(loss) after tax	(46.75)	192.37	(59.90)	184.56
Minority interest	-	-	(6.40)	(4.13)
Balance carried forward	(46.75)	192.37	(53.50)	188.69

Review of operation

Recent years have witnessed several major changes in government policies. Implementation of Goods & Service Tax (GST) Act, Real Estate (Regulation & Development) Act ("RERA") and continuing eff ect of demonetization etc have impacted real estate as well as building material industry in particular. Under such constraints, your Company was able to achieve net total revenue of Tiles & Related businesses of 590.39 crore, an increase of 5.11% over last year. This was made possible due to the strong brand equity enjoyed by the Company. The Company has achieved overall EBITDA of 3.99 crores in F.Y. 2018-19 against an EBITDA of 5.28 crores in F.Y. 2017-18. The drop in EBITDA was on account of lower sales in real estate segment. At a consolidated level, the Company has achieved EBITDA of 0.93 crores (previous year ` 8.37 crores) on account of losses incurred by subsidiary companies.

Share Capital

The paid up Equity Share Capital as at March 31, 2019 stood at ` 71.86 crore. There was no change in the share capital during the year under review.

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). The Plan is introduced to create, grant, off er, issue and allot such number of Stock Options 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 ` 10 each. Special Resolution to approve "NITCO - Employees Stock Option Plan - 2019" was passed by the shareholders through Postal Ballot on March 30, 2019.

Borrowing

JMFARC had acquired 98% of the Company's debt from its lenders and sanctioned debt restructuring eff ective from the Cut-Off date February 28, 2018. Interest on restructured loans has been provided in the books as per the Restructuring agreement with JMFARC. Further, the company is negotiating with LIC for restructuring of its facility (outstanding ` 19.05 crs.) on terms similar to restructuring done by JMFARC. Pending negotiations with LIC no further adjustments in respect of LIC facility has been made.

Pending realisation from sale of non core assets, there was default in repayment of term loan installments of ` 1101.71 lakhs., which were repayable as on 31.3.2019.

Joint Venture with New Vardhman Vitrifi ed Tiles Pvt. Ltd.

With a view to get assured supply of Soluble Salt Vitrifi ed Tiles, your Company had acquired 51% equity stake in New Vardhman Vitrifi ed Tiles Pvt. Ltd (NVVPL) during F.Y. 2011-12 with a view to get assured supply of vitrifi ed tiles at competitive prices. Due to adverse market conditions the market prices of the products being manufactured by NVVPL has been continuously coming down. As a result, the cost of production of NVVPL was higher than the prevailing market prices. Considering the market conditions, the production at NVVPL was temporarily suspended from October 2018. With suspension of production at NVVPL, Company made alternate arrangements for sourcing of the products manufactured by NVVPL from other vendors at competitive prices. During the F.Y. 2018-19, NVVPL has achieved net total turnover of 56.46 crore (previous year 126.59 crores), EBITDA loss of 3.59 crore (previous year EBITDA profi t of 1.32 crores) and loss before tax of 14.38 crore (previous year 11.00 crores). NVVPL has fully repaid the term loan sanctioned by the bank. The outstanding balance of cash credit as on March 31, 2019 stands at `15.49 crores. The banker to NVVPL has sent a recall notice dated April 22, 2019 for withdrawal of the facilities being enjoyed by NVVPL. Details of transactions with NVVPL (including investments and loans & advances have been provided in note no 36 (B) - "Related party disclosures" of the fi nancial statements

Subsidiary Companies and Consolidated Financial Statements

In accordance with the Companies Act 2013, and Accounting Standard (AS-21) on consolidated fi nancial statement, the audited consolidated fi nancial statement is provided in the Annual Report. The statement required under section 129(3) of the Companies Act, 2013 in respect of the subsidiary companies is provided in Annexure I of this report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company / its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member at the Company's Registered Offi ce and Corporate Offi ce and that of the respective subsidiary companies.

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

Board does not recommend any dividend for the fi nancial year ended March 31, 2019.

Material Changes

No material changes or commitments have occurred between the end of the fi nancial year and the date of this report which aff ect the fi nancial statements of the Company in respect of the reporting year.

Internal Control System

(i) Internal Control Systems and their adequacy

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 eff ectively throughout the year. Internal Audit is carried out by external auditors and periodically covers all areas of business. The Internal Auditors evaluates the effi cacy 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. Signifi cant 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 fi nancial 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 effi cient 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 fi nancial information.

Directors' Responsibility Statement

The Directors confi rm that:

a) In the preparation of the annual accounts for the year ended March 31, 2019 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed with proper explanation relating to material departures;
b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of aff airs of the company as on March 31, 2019 and of the loss of the Company for the year ended March 31, 2019;
c) Proper and suffi cient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis.
e) The Directors have laid down internal fi nancial controls to be followed by the Company and that such internal fi nancial controls are adequate and are operating eff ectively; 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 eff ectively.

Directors

During the year, JM Financial Asset Reconstruction Company Limited (JMFARC) nominated Mr. Vivek Grover and Mr. Samir Chawla as nominee Directors. Mr. Pradeep Saxena- Independent Director of the company has resigned from the Board w.e.f. April 23, 2019 due to his pre-occupation.

The Company has received declarations from all the Independent Directors of the Company confi rming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specifi c duties, obligation and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman was carried out by the Independent Directors.

Key Managerial Personnel

The Company has following Key Managerial Personnel:

Sr. No.	Name of the person	Designation
1.	Mr. Vivek Talwar	Chairman & Managing Director
2.	#Mr. Mahesh Shah	Chief Executive Offi cer
4.	Mr. B. G. Borkar	Chief Financial Offi cer
5.	Mr. Puneet Motwani	Company Secretary & Compliance Offi cer

Appointed as Chief Executive Offi cer w.e.f. October 24, 2018

Corporate Governance

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance forms a part of this Annual Report. A certifi cate from the auditors of the Company confi rming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in a separate statement which forms part of this Annual Report.

Management Discussion and Analysis

Management Discussion and Analysis on matters related to business performance, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in a 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 fi nancial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any new contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Material related party transactions which are at arm's length are disclosed in form AOC-2 annexed as Annexure II.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.nitco. in/investors/nitco-policy.aspx. Your Directors draw attention of the members to Note 36 to the standalone fi nancial statement which sets out related party disclosures.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has transferred ` 1.01 lakhs to Investor Education & Protection Fund (IEPF) account during the year under review on account of unclaimed dividend.

Corporate Social Responsibility

The Board has 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. Details of the composition of the CSR Committee have been disclosed separately as part of the Corporate Governance Report.

In view of continuous losses in the preceding fi nancial years the Company is not required to contribute to the CSR activities as mandated under the provisions of section 135 of the Companies Act 2013.

Risk and Concern

Changes in macro economic factors like GDP growth, infl ation, energy cost, interest rate, world trade, exchange rate, etc. also play an important role in our industry thereby aff ecting the operations of business. Any adverse change in the above may aff ect 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 Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year ended March 31, 2019.

Auditors

At the Company's 51st Annual General Meeting (AGM) held on September 20, 2017, M/s. Nayak & Rane, Chartered Accountants (ICAI FRN 117249W), Mumbai were appointed as the Company's Statutory Auditors from the conclusion of the 51st AGM till the conclusion of the 56th AGM (subject to ratifi cation of their reappointment by the Members at every AGM held after the AGM in which the appointment was made) of the Company, on a remuneration as may be agreed upon by the Board of Directors and the Auditors. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 eff ective from May 7, 2018, the requirement of seeking ratifi cation of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratifi cation of the Members for continuance of their appointment at this AGM is not being sought.

Auditor's Report

The Board has duly examined the statutory auditor's report to accounts and clarifi cations, wherever necessary, have been included in the Notes to Accounts section of the Annual Report. There is no qualifi cation in statutory auditor's report.

Secretarial Audit

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 appointed M/s. Mayur More & Associates, Practising Company Secretary, to conduct Secretarial Audit for F.Y. 2018-19. The Secretarial Audit Report for the fi nancial year ended March 31, 2019 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualifi cation, reservation or adverse remark.

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 marble business, are required to be audited by a qualifi ed Cost Accountant. The Board of Directors, upon the recommendation of the Audit Committee, had appointed M/s. R. K. Bhandari & Co, Cost Accountants, as cost auditor for conducting the audit of cost records of the Company for the applicable segment for F.Y. 2018-19.

The Cost Auditors' Report does not contain any qualifi cations or reservations.

Audit Committee

The Audit Committee comprises Independent Directors namely *Mr. Pradeep Saxena (Chairman), Mr. Sharath Bolar and Mr. Vivek Talwar Managing Director.

(*Mr. Pradeep Saxeena has resigned from the offi ce of the Company w.e.f. April 23, 2019)

Vigil 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 Corporate Ethics and Governance Committee.

Under the Whistle Blower Policy, confi dentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. The Policy also provides for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.nitco. in/investors/nitco-policy.aspx.

Meetings of the Board

Four meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance.

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 qualifi cation, positive attributes and independence of a director is available on the website of the Company i.e. http://www.nitco.in/Investors/PDFFiles/ Nomination-and-Remuneration-Policy.pdf.

Prevention of Sexual Harassment of Women at Workplace

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace. This has been widely communicated internally and is uploaded on the Company's intranet portal. The company has constituted Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Note 5, 13, 19.1 to the standalone fi nancial 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 IV.

Extract of Annual Return

Extract of Annual Report (form MGT-9) of the Company is annexed herewith as Annexure V of this Report.

Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided at Annexure- VI.

In terms of the provisions of rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with 2nd proviso of the rules, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules will be provided on a request made in writing to the Company.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act;
1. Issue of equity shares with diff erential rights as to dividend, voting or otherwise;
1. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;
1. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries;
1. No signifi cant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Appreciation and acknowledgement

Your Directors acknowledges with gratitude and wish to place on record, their deep appreciation of continued support and cooperation received by the Company from the JMFARC, Banks, Lenders, various Government Authorities, Shareholders, Business Associates, Dealers, Customers and Investors during the year.

For and on behalf of the Board

Vivek Talwar Chairman & Managing Director DIN: 00043180 Mumbai, May 31, 2019

AOC-1 (Annual Perfoprmance of Subsdiaries)

(Pursuant to fi rst proviso to subsection (3) of section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014

Name of Subsidiary Company	Vardhman Vitrifi ed Pvt. Ltd. New	Realties Pvt. Ltd. Nitco	Glamorous Properties Pvt. Ltd.	Properties Pvt. Ltd. Opera	Parks Pvt. Nitco IT Ltd.	Feel Better Housing Pvt Ltd	Maxwealth Properties Pvt Ltd	Aviation Pvt Ltd Nitco	Properties Solution Quick Pvt Ltd	Properties Roaring Pvt Ltd Lion	Properties Meghdoot Pvt Ltd	Silver Sky Estate Pvt Ltd Real	Property Ferocity Pvt Ltd	Properties Aileen Pvt Ltd
	31/03/19	31/03/19	31/03/19	31/03/19	31/03/19	31/03/19	31/03/19	31/03/19	31/03/19	31/03/19	31/03/19	31/03/19	31/03/19	31/03/19
Paid up Capital	3,438.78	2.00	125.00	5.00	1.00	1.00	1.00	100.00	1.00	1.00	1.00	1.00	1.00	1.00
Reserves	(1,184.91)	698.73	258.99	(0.40)	(0.88)	(1.25)	(0.93)	(0.28)	(0.33)	(0.33)	(0.96)	(0.92)	(0.15)	(0.25)
Total Assets	9,115.59	8,075.37	497.90	368.12	50.33	452.96	334.83	103.70	243.99	138.01	597.79	436.54	394.48	3.37
Total Liabilities	6,861.72	7,374.64	113.91	363.52	50.21	453.21	334.76	3.98	243.32	137.34	597.75	436.46	393.63	2.61
(except investment in subsidiary Investments companies)	0.15	Nil	Nil	Nil	Nil	Nil	Nil	Nil	25.00	Nil	Nil	Nil	Nil	Nil
NET Turnover (Incl. other Income)	5,646.39	Nil	239.42	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Profi t before taxation	(1,437.75)	(0.62)	(0.49)	(0.15)	(0.04)	(0.92)	(0.64)	(0.04)	(0.04)	(0.04)	(0.66)	(0.63)	(0.04)	(0.04)
Provision for taxation	(131.38)	Nil	(0.18)	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Profi t after taxation	(1,306.37)	(0.62)	(0.31)	(0.15)	(0.04)	(0.92)	(0.64)	(0.04)	(0.04)	(0.04)	(0.66)	(0.63)	(0.04)	(0.04)
Proposed dividend	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
% of shareholding	51%	100%	75%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%	100%

ANNEXURE

(` in Lakh)

- I

ANNEXURE II

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014).

Details of material contracts or arrangement or transactions at arm's length basis as on March 31, 2019

Name(s) of the Related Party and Nature of Relationship	Nature of Contract	Duration of the Contract	Salient terms of contract	Date of Approval by the Board	Amount paid as Advance (Net)
New Vardhman Vitrifi ed Private Limited (Subsidiary)	Purchase of tiles	continuous in nature and not for a specifi c period	In ordinary course of business	November 7, 2012	1,941.87 Lakhs

For and on behalf of the Board

Vivek Talwar Chairman & Managing Director DIN : 00043180 Mumbai, May 31, 2019

ANNEXURE III

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

[Pursuant to section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members,

NITCO Limited

Plot No.3, Nitco House, Kanjur Village Road, Kanjurmarg (East) Mumbai- 400 042.

Dear Sir / Madam,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good Corporate Governance practice by Nitco Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verifi cation of the Company's Books, Papers, Minutes Books, Forms and Returns fi led with regulatory authorities and other records maintained by the Company and also the information provided by the Company, its offi cers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the fi nancial year ended March 31, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We further report that, maintenance of proper and updated Books, Papers, Minutes Books, Forms and Returns fi led and other record maintained by NITCO Limited (''the Company'') for the fi nancial year ended March 31, 2019, according to the provisions of:

(i) The Companies Act, 2013 and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, to the extent the same was applicable to the Company;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (to the extent applicable);
(e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;
(f) The Securities and Exchange Board of India (Share Based Employee benefi ts) Regulations, 2014;

We have also examined compliance with the applicable clauses of the following:-

(i) Listing Agreements entered into by the Company with BSE Limited and NSE Limited;
(ii) Secretarial Standard issued by the Institute of Company Secretaries of India;

We further Report that, during the year, it was not mandatory on the part of the Company to comply with the following Regulations / Guidelines:

(a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(b) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998;
(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(d) The Securities and Exchange Board of India (Issue of Sweat Equity) Regulations, 2002;
(e) SEBI (Issue and Listing of Non-convertible Redeemable Preference shares) Regulations, 2013

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Independent Directors and Nominee Directors. During the period under review 2 Nominee Directors namely Mr. Vivek Grover and Mr. Samir Chawla, were appointed on the Board of the Company through circular resolution on September 18, 2018 by JM Financial Asset Reconstruction Company Limited (JMFARC).

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a reasonable system exists for Board Members for seeking and obtaining further information and clarifi cations on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at the Board Meetings were taken unanimously as recorded in the minutes of the meetings of the Board of Directors.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company conducted one postal ballot to conduct its business from March 1, 2019 to March 30, 2019 to approve "NITCO- Employees Stock Option Plan- 2019" ("ESOP- 2019") which was passed as Special Resolution with requisite majority by shareholders on March 30, 2019.

Note: This Report is to be read along with attached Letter provided as "Annexure - A"

For, Mayur More & Associates Company Secretaries

Mayur M More

ACS No. 35249 COP No. 13104 Mumbai, May 20, 2019

'ANNEXURE A'

To The Members,

NITCO Limited

Plot No.3, Nitco House, Kanjur Village Road, Kanjurmarg (East) Mumbai- 400 042.

Dear Sir / Madam,

Sub: Our Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
1. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verifi cation was done on test basis (by verifying records as was made available to us) to ensure that correct facts are refl ected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
1. We have not verifi ed the correctness and appropriateness of fi nancial records and Books of Accounts of the company and we rely on Auditors Independent Assessment on the same.
1. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
1. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verifi cation of process followed by Company to ensure adequate Compliance.
1. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the effi cacy or eff ectiveness with which the management has conducted the aff airs of the company.

For, Mayur More & Associates Company Secretaries

Mayur M More

ACS No. 35249 COP No. 13104 Mumbai, May 20, 2019

ANNEXURE IV

Particulars as per the Companies (Accounts) Rules, 2014.

A) Following actions has been taken for the Energy Conservation

1. Shifting usage of Hot Air Generator for producing Powder.
1. Replaced conventional Lights( HPMV Lamp/HPSV Lamp/CFL Lamps) by LED lights and reduced Power consumption.
1. Continuous monitoring of energy consumption parameters.
1. Ensuring plant and machinery is not running in idle conditions.

B) Technology Absorption

Nitco has always invested in the best available technology. Our machinery is state of the art, and our factory operations are almost fully automated. We have a continuous quest for perfection. We therefore ensure that only those tiles, which match our highest standards, are given the Nitco brand label, an assurance for quality. We also have one of the very few automated marble processing plants in the world & the only plant in India.

In case of imported technology (imported during the last three years reckoned from the beginning of the fi nancial year):

a. Technology imported : No technology has been imported in the last 3 years
b. Year of import : Not Applicable
c. Has the technology been fully absorbed? : Not Applicable
d. If not fully absorbed, areas where this has not taken place, reasons hereof and future plans of action : Not Applicable
e. The expenditure incurred on Research & Development : ` 84.93 lakhs

C) Foreign exchange earnings and outgo:

1. Foreign Exchange earned : ` 3579.51 lakhs
2. Foreign Exchange outgo : ` 3300.59 lakhs

For and on behalf of the Board

Vivek Talwar Chairman & Managing Director DIN: 00043180 Mumbai, May 31, 2019

ANNEXURE V

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the fi nancial year ended on 31/03/2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i)	CIN	L26920MH1966PLC016547
ii)	Registration Date	25/07/1966
iii)	Name of the Company	NITCO Limited
iv)	Category / Sub Category of the Company	Public Company/ Limited by shares
v)	Address of the Registered Offi ce and Contact details	Plot No. 3, NITCO House, Kanjur Village Road, Kanjur Marg (E), Mumbai - 400 042. Tel: +91 22 6752 1555 Fax: +91 22 6752 1500
vi)	Whether listed Company	Yes
vii)	Name, Address and Contact details of Registrar & Transfer Agents	Link Intime India Private Limited C-101, 247 Park, L B S Marg, Vikhroli (west), Mumbai - 400083 Tel: 022 4918 6000 Fax: 022 4918 6060

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

Sr. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1	Manufacture and Trading of Ceramic Wall and Floor Tiles, Polished and Glazed Vitrifi ed Tiles	23939	82.00%
2	Cutting, Shaping and Finishing of Stone	23960	18.00%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary / Associate	% of holding	Applicable Section
1	Nitco Realties Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U45201MH2006PTC165337	Subsidiary	100%	Section 2(87)
2	New Vardhman Vitrifi ed Private Limited Plot no. 2/52, Rupal Industrial Area, Opp. Manahar Dying, Damroli Road, Surat - 394221	U26933GJ2011PTC066282	Subsidiary	51%	Section 2(87)
3	Nitco IT Park Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U70109MH2007PTC172768	Step down Subsidiary	100%	Section 2(87)
4	Nitco Aviation Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U93090MH2008PTC184057	Step down Subsidiary	100%	Section 2(87)

Sr. No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary / Associate	% of holding	Applicable Section
5	Meghdoot Properties Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U45201MH2006PTC166528	Step down Subsidiary	100%	Section 2(87)
6	Opera Properties Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U70100MH1996PTC100383	Step down Subsidiary	100%	Section 2(87)
7	Feel Better Housing Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U45400MH2007PTC169306	Step down Subsidiary	100%	Section 2(87)
8	Glamorous Properties Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U70100MH2006PTC159880	Step down Subsidiary	75%	Section 2(87)
9	Roaring - Lion Properties Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U70102MH2007PTC176175	Step down Subsidiary	100%	Section 2(87)
10	Quick-Solution Properties Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U70109MH2007PTC174899	Step down Subsidiary	100%	Section 2(87)
11	Max Wealth Properties Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai- 400030	U45201MH2007PTC174231	Step down Subsidiary	100%	Section 2(87)
12	Ferocity Properties Private Limited. Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U70100MH2003PTC142221	Step down Subsidiary	100%	Section 2(87)
13	Silver-Sky Real Estates Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U70109MH2008PTC181581	Step down Subsidiary	100%	Section 2(87)
14	Aileen Properties Private Limited Inside Municipal Asphalt Compound, Recondo Compound, S. K. Ahire Marg, Worli, Mumbai - 400030	U45201MH2011PTC213316	Step down Subsidiary	100%	Section 2(87)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

A) Category-wise Share Holding

Category of Shareholders			No. of Shares held at the beginning of the year [As on April 1, 2018]				No. of Shares held at the end of the year [As on March 31, 2019]		% Change
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	during the year
A Promoters	b	b	b	b	b	b	b	b	b
(1) Indian
a) Individual/ HUF	7149657	0	7149657	9.95	7149657	-	7149657	9.95	-

Category of Shareholders	No. of Shares held at the beginning of the No. of Shares held at the end of the year year [As on April 1, 2018] [As on March 31, 2019]				% Change
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	during the year
b) Central Govt / State Govt(s)	-	-	-	-	-	-	-	-	-
c) Banks / FI	-	-	-	-	-	-	-	-	-
d) Any other	30887208	4242	30891450	42.99	30933952	4242	30938194	43.05	0.06
Sub-Total shareholding of Promoter (1)	38036865	4242	38041107	52.94	38083609	4242	38087851	53.00	0.06
(2) Foreign
a) Individuals (Non Resident /Foreign Individuals)	-	-	-	-	-	-	-	-	-
b) Government	-	-	-	-	-	-	-	-	-
c) Institutions	-	-	-	-	-	-	-	-	-
d) Foreign Portfolio Investor	-	-	-	-	-	-	-	-	-
e) Any Other (specify)	-	-	-	-	-	-	-	-	-
Sub-Total shareholding of Promoter (2)	-	-	-	-	-	-	-	-	-
Total of Promoter shareholding (A) = (1) + (2)	38036865	4242	38041107	52.94	38083609	4242	38087851	53.00	0.06
B. Public Shareholding
(1) Institutions
a) Mutual Funds	-	-	-	-	-	-	-	-
b) Venture Capital Funds	-	-	-	-	-	-	-	-
c) Alternate Investment fund	-	-	-	-	-	-	-	-
d) Foreign Venture Capital Investors	-	-	-	-	-	-	-	-
e) Foreign portfolio Investors	847169	-	847169	1.18	159844	-	159844	0.22	(-0.96)
f) FI / Banks	17440593	2585	17443178	24.27	17347329	2585	17349914	24.14	(-0.13)
g) Insurance Companies	-	-	-	-	-	-	-	-	-
h) Provident funds/ Pension Funds	-	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-	-
Sub Total = (B)(1)	18287762	2585	18290347	25.45	17507173	2585	17509758	24.36	(-1.09)
2. Central Govt. /State Govt. / President of India	-	-	-	-	2000	-	2000	0.00	0.00
Sub Total = (B)(2)	-	-	-	-	2000	-	2000	0.00	0.00

	Category of Shareholders			No. of Shares held at the beginning of the year [As on April 1, 2018]					No. of Shares held at the end of the year [As on March 31, 2019]			% Change
		Demat	Physical	Total	% of Total Shares	Demat		Physical	Total		% of Total Shares	during the year
	3. Non-Institutions
a) i)	Individual shareholders holding nominal share capital upto ` 1 lakh	4300354	87474	4387828	6.11	7001047		83934	7084981		9.86	3.75
	ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh	4500016	0	4500016	6.26	2872126		-	2872126		4.00	(-2.26)
	b) NBFCs Registered with RBI	-	-	-	-		64335	-	64335		0.09	0.09
	c) Employee Trust	-	-	-	-		-	-		-	-	-
	d) Overseas depositories (Holding DRs) (Balancing Figure)	-	-	-	-		-	-		-	-	-
	e) Any other (Specify)	6637306	2351	6639657	9.24	6235553		2351	6237904		8.68	(-0.56)
	Sub-total (B)(3):-	15437676	89825	15527501	21.61	16173061		86285	16259346		22.63	1.03
	Total Public Shareholding (B)=(B) (1)+(B)(2)+(B)(3)	33725438	92410	33817848	47.06	33682234		88870	33771104		47.00	(-0.06)
	C. Non Promoter / Non Public Shareholding
	a) Custodian/DR Holder	-	-	-	-		-	-		-	-	-
	b) Employee Benefi t trust	-	-	-	-		-	-		-	-	-
	Total Non Promoter/ Non Public Shareholding (c) = a+b	-	-	-	-		-	-		-	-	-
	Grand Total (A+B+C)	71762303	96652	71858955	100.00	71765843		93112	71858955		100.00	-
	Shareholding of Promoter & Promoter Group
Sr. No.	Shareholder's Name			No. of Shares held at the beginning of the year [As on April 1, 2018]					year [As on March 31, 2019]		No. of Shares held at the end of the	% change in share
			No. of Shares	% of total Shares of the company		% of Shares Pledged / encumbered to total shares		No. of Shares	% of total Shares of the company		% of Shares Pledged / encumbered to total shares	holding during the year
1	Aurella Estates and Investments Pvt. Ltd.		25676949	35.73		35.73		25676949	35.73		35.73	0

2 Vivek Prannath Talwar 6323669 8.80 8.80 6323669 8.80 8.80 0 3 Watco Engineering Co. Pvt. Ltd. 1616712 2.25 0.00 1616712 2.25 0.00 0 4 Nitco Paints Pvt. Ltd. 1598299 2.22 2.22 1598299 2.22 2.22 0 5 Anjali Talwar 543146 0.76 0.00 543146 0.76 0.00 0

Sr. No.	Shareholder's Name		of the year [As on April 1, 2018]	No. of Shares held at the beginning		year [As on March 31, 2019]	No. of Shares held at the end of the	% change in share
		No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	holding during the year
6	Rajeshwari Prannath Talwar	825988	1.15	0.00	825988	1.15	0.00	0
7	Rang Mandir Builders Pvt. Ltd.	280269	0.39	0.39	280269	0.39	0.39	0
8	Ushakiran Builders Pvt. Ltd.	209417	0.29	0.29	209417	0.29	0.29	0
9	Lavender Properties Pvt. Ltd.	208072	0.29	0.29	208072	0.29	0.29	0
10	Prakalp Proprties Pvt. Ltd.	175785	0.24	0.24	175785	0.24	0.24	0
11	Eden Garden Builders Pvt. Ltd.	156951	0.22	0.22	156951	0.22	0.22	0
12	Lovraj Talwar	87301	0.12	0.00	87301	0.12	0.00	0
13	Nitco Tiles And Marble Industries (Andhra) Pvt. Ltd.	85517	0.12	0.00	85517	0.12	0.00	0
14	Sanjnaa Talwar	85517	0.12	0.12	85517	0.12	0.12	0
15	Enjoy Builders Pvt. Ltd.	72646	0.10	0.10	72646	0.10	0.10	0
16	Poonam Wasan	63363	0.09	0.00	110107	0.15	0.00	0.06
17	Vivek Prannath Talwar (HUF)	27264	0.04	0.00	27264	0.04	0.00	0
18	Northern India Tiles Corporation	2240	0.00	0.00	2240	0.00	0.00	0
19	Northern India Tiles (Sales) Corporation	1	0.00	0.00	1	0.00	0.00	0
20	A N Talwar (HUF)	2001	0.00	0.00	2001	0.00	0.00	0
Total		38041107	52.94	48.41	38087851	53.00	48.41	0.06

C) Change in Promoter's Shareholding

There was a change in the Promoters' shareholding which is as under:

Purchase of 46,744 Shares by Ms. Poonam Wasan constituting to 0.06% of the shareholding in the fi nancial year 2018-19.

D) Shareholding Pattern of top ten Shareholders (other than Directors & Promoters)

Sr. No.	Name & Type of Transaction		Shareholding at the beginning of the year-2018	Transactions during the year			Cumulative shareholding at the end of the year-2019
		No. of shares held	% of total shares of the company	Date of transaction	No. of shares	No. of shares held	% of total shares of the company
1.	JM FINANCIAL ASSET RECONSTRUCTION COMPANY	17159617	23.88
	AT THE END OF THE YEAR					17159617	23.88
2.	SANJEEV RAJ KAPOOR	1541459	2.15
	AT THE END OF THE YEAR	b	b			1541459	2.15
3.	POLARIS BANYAN HOLDING PRIVATE LIMITED	489376	0.68
	Market Sell			01 Feb 2019	-104443	384933	0.53
	Market Sell			08 Feb 2019	-1582	383351	0.53
	Market Sell			15 Feb 2019	-3992	379359	0.53
	Market Sell			22 Feb 2019	-301135	78224	0.11
	Market Buy			29 Mar 2019	411152	489376	0.68
	AT THE END OF THE YEAR					489376	0.68

Sr. No.	Name & Type of Transaction		Shareholding at the beginning of the year-2018	Transactions during the year			Cumulative shareholding at the end of the year-2019
		No. of shares held	% of total shares of the company	Date of transaction	No. of shares	No. of shares held	% of total shares of the company
4.	ASHOK VISHWANATH HIREMATH	804000	1.12
	Market Sell	b	b	06 Apr 2018	-52600	751400	1.04
	Market Sell	b	b	13 Apr 2018	-10000	741400	1.03
	Market Sell	b	b	27 Apr 2018	-16290	725110	1.00
	Market Sell	b	b	01 Jun 2018	-33500	691610	0.96
	Market Sell	b	b	08 Jun 2018	-14235	677375	0.94
	Market Sell	b	b	15 Jun 2018	-23264	654111	0.91
	Market Sell	b	b	20 Jul 2018	-15152	638959	0.89
	Market Sell	b	b	14 Sep 2018	-100200	538759	0.75
	Market Sell	b	b	21 Sep 2018	-104933	433826	0.60
	Market Sell	b	b	26 Oct 2018	-44612	389214	0.54
	Market Sell	b	b	02 Nov 2018	-5388	383826	0.53
	AT THE END OF THE YEAR	b	b	b	b	383826	0.53
5.	SEA GLIMPSE INVESTMENTS PVT LTD	440042	0.61
	Market Sell	b	b	06 Apr 2018	-75042	365000	0.51
	AT THE END OF THE YEAR					365000	0.51
6.	GLOBE CAPITAL MARKET LIMITED	100684	0.14
	Market Buy	b	b	06 Apr 2018	261100	361784	0.50
	Market Buy	b	b	13 Apr 2018	31781	393565	0.55
	Market Sell	b	b	20 Apr 2018	-7177	386388	0.54
	Market Buy	b	b	27 Apr 2018	1286	387674	0.54
	Market Sell	b	b	04 May 2018	-3847	383827	0.53
	Market Buy	b	b	11 May 2018	72910	456737	0.63
	Market Buy	b	b	18 May 2018	5759	462496	0.64
	Market Buy	b	b	25 May 2018	54822	517318	0.72
	Market Sell Market Sell	b b	b b	01 Jun 2018 08 Jun 2018	-11719 -2063	505599 503536	0.70 0.70
	Market Sell	b	b	15 Jun 2018	-49861	453675	0.63
	Market Buy	b	b	22 Jun 2018	17360	471035	0.65
	Market Sell	b	b	30 Jun 2018	-16525	454510	0.63
	Market Sell	b	b	06 Jul 2018	-1230	453280	0.63
	Market Sell	b	b	13 Jul 2018	-22229	431051	0.56
	Market Sell	b	b	20 Jul 2018	-10074	420977	0.58
	Market Buy	b	b	27 Jul 2018	2058	423035	0.59
	Market Buy	b	b	03 Aug 2018	1276	424311	0.59
	Market Buy	b	b	10 Aug 2018	9913	434224	0.60
	Market Buy	b	b	17 Aug 2018	222	434446	0.60
	Market Buy	b	b	24 Aug 2018	2243	436689	0.61

Sr. No.	Name & Type of Transaction	Shareholding at the beginning of the year-2018		Transactions during the year		Cumulative shareholding at the end of the year-2019
		No. of shares held	% of total shares of the company	Date of transaction	No. of shares	No. of shares held	% of total shares of the company
	Market Buy	b	b	31 Aug 2018	4560	441249	0.61
	Market Buy	b	b	07 Sep 2018	142260	583509	0.81
	Market Buy	b	b	14 Sep 2018	67007	650516	0.90
	Market Buy	b	b	21 Sep 2018	4194	654710	0.91
	Market Sell	b	b	29 Sep 2018	-28762	625948	0.87
	Market Sell	b	b	05 Oct 2018	-3215	622733	0.87
	Market Sell	b	b	12 Oct 2018	-9000	613733	0.85
	Market Buy	b	b	19 Oct 2018	1700	615433	0.86
	Market Buy	b	b	26 Oct 2018	4240	619673	0.86
	Market Sell	b	b	02 Nov 2018	-100	619573	0.86
	Market Sell	b	b	09 Nov 2018	-100	619473	0.86
	Market Sell	b	b	16 Nov 2018	-1200	618273	0.86
	Market Buy	b	b	23 Nov 2018	18691	636964	0.89
	Market Sell	b	b	30 Nov 2018	-1475	635489	0.88
	Market Buy	b	b	07 Dec 2018	791	636280	0.88
	Market Sell	b	b	14 Dec 2018	-1150	635130	0.88
	Market Sell	b	b	21 Dec 2018	-23627	611503	0.85
	Market Sell	b	b	28 Dec 2018	-1249	610254	0.85
	Market Sell	b	b	31 Dec 2018	-93	610161	0.85
	Market Buy	b	b	04 Jan 2019	450	610611	0.85
	Market Sell	b	b	11 Jan 2019	-1074	609537	0.85
	Market Sell	b	b	18 Jan 2019	-461	609076	0.85
	Market Buy	b	b	25 Jan 2019	10458	619534	0.86
	Market Sell	b	b	01 Feb 2019	-579	618955	0.86
	Market Sell	b	b	08 Feb 2019	-850	618105	0.86
	Market Buy	b	b	15 Feb 2019	145025	763130	1.06
	Market Buy	b	b	22 Feb 2019	1184	764314	1.06
	Market Sell	b	b	01 Mar 2019	-2393	761921	1.06
	Market Sell	b	b	08 Mar 2019	-2144	759777	1.06
	Market Sell	b	b	15 Mar 2019	-260702	499075	0.69
	Market Sell	b	b	22 Mar 2019	-221955	277120	0.38
	Market Sell	b	b	29 Mar 2019	-4848	272272	0.38
	AT THE END OF THE YEAR	b	b	b	b	272272	0.38
7.	BARCLAYS WEALTH TRUSTEES INDIA PVT LTD	190000	0.26
	Market Sell	b	b	20 Apr 2018	-20000	170000	0.24
	Market Sell	b	b	04 May 2018	-11839	158161	0.22
	Market Sell	b	b	11 May 2018	-38161	120000	0.16
	Market Sell	b	b	18 May 2018	-12556	107444	0.15
	Market Sell	b	b	25 May 2018	-12444	95000	0.13
	Market Sell	b	b	08 Feb 2019	-89132	5868	0.01

Sr. No.	Name & Type of Transaction	Shareholding at the beginning of the year-2018		Transactions during the year		Cumulative shareholding at the end of the year-2019
		No. of shares held	% of total shares of the company	Date of transaction	No. of shares	No. of shares held	% of total shares of the company
	Market Buy	b	b	15 Feb 2019	6136	12004	0.02
	Market Buy	b	b	22 Feb 2019	19275	31279	0.04
	Market Buy	b	b	01 Mar 2019	77920	109199	0.15
	Market Buy	b	b	08 Mar 2019	25315	134514	0.19
	Market Buy	b	b	15 Mar 2019	20583	155097	0.21
	Market Buy	b	b	29 Mar 2019	95000	250097	0.35
	AT THE END OF THE YEAR	b	b	b	b	250097	0.35
8.	MUKUL AGRAWAL	1300000	1.81
	Market Buy	b	b	01 Jun 2018	100000	1400000	1.95
	Market Buy	b	b	06 Jul 2018	61142	1461142	2.03
	Market Buy	b	b	13 Jul 2018	38858	1500000	2.09
	Market Sell	b	b	24 Aug 2018	-200000	1300000	1.81
	Market Sell	b	b	21 Sep 2018	-100000	1200000	1.67
	Market Sell	b	b	12 Oct 2018	-300000	900000	1.25
	Market Sell	b	b	19 Oct 2018	-264255	635745	0.88
	Market Sell	b	b	02 Nov 2018	-9257	626488	0.87
	Market Sell	b	b	09 Nov 2018	-11433	615055	0.85
	Market Sell	b	b	23 Nov 2018	-8104	606951	0.84
	Market Sell	b	b	14 Dec 2018	-6951	600000	0.83
	Market Sell	b	b	11 Jan 2019	-100000	500000	0.69
	Market Sell	b	b	25 Jan 2019	-17978	482022	0.67
	Market Sell	b	b	22 Feb 2019	-82022	400000	0.56
	Market Sell	b	b	15 Mar 2019	-46384	353616	0.49
	Market Sell	b	b	22 Mar 2019	-53616	300000	0.42
	Market Sell	b	b	29 Mar 2019	-50500	249500	0.35
	AT THE END OF THE YEAR	b	b	b	b	249500	0.3472
9.	SMC GLOBAL SECURITIES LTD	257262	0.36
	Market Buy	b	b	06 Apr 2018	5333	262595	0.36
	Market Sell	b	b	13 Apr 2018	-1680	260915	0.36
	Market Buy	b	b	20 Apr 2018	10550	271465	0.38
	Market Buy	b	b	27 Apr 2018	6977	278442	0.39
	Market Sell	b	b	04 May 2018	-6809	271633	0.38
	Market Buy	b	b	11 May 2018	807	272440	0.38
	Market Buy	b	b	18 May 2018	2553	274993	0.38
	Market Sell	b	b	25 May 2018	-562	274431	0.38
	Market Sell	b	b	01 Jun 2018	-10471	263960	0.37
	Market Sell	b	b	08 Jun 2018	-2991	260969	0.36
	Market Sell	b	b	15 Jun 2018	-77	260892	0.36
	Market Buy	b	b	22 Jun 2018	2468	263360	0.37
	Market Buy	b	b	30 Jun 2018	853	264213	0.37
	Market Sell	b	b	06 Jul 2018	-3934	260279	0.36

Name & Type of Transaction	Shareholding at the beginning of the year-2018		Transactions during the year		Cumulative shareholding at the end of the year-2019
	No. of shares held	% of total shares of the company	Date of transaction	No. of shares	No. of shares held	% of total shares of the company
Market Sell	b	b	13 Jul 2018	-1459	258820	0.36
Market Sell	b	b	20 Jul 2018	-3802	255018	0.35
Market Buy	b	b	27 Jul 2018	2046	257064	0.36
Market Sell	b	b	03 Aug 2018	-65115	191949	0.27
Market Sell	b	b	10 Aug 2018	-21	191928	0.27
Market Buy	b	b	17 Aug 2018	10592	202520	0.28
Market Sell	b	b	24 Aug 2018	-10979	191541	0.27
Market Buy	b	b	31 Aug 2018	15620	207161	0.29
Market Buy	b	b	07 Sep 2018	5098	212259	0.29
Market Sell	b	b	14 Sep 2018	-238	212021	0.29
Market Buy	b	b	21 Sep 2018	7002	219023	0.30
Market Buy	b	b	29 Sep 2018	51513	270536	0.38
Market Sell	b	b	05 Oct 2018	-6987	263549	0.37
Market Buy	b	b	12 Oct 2018	21840	285389	0.40
Market Sell	b	b	19 Oct 2018	-142448	142941	0.20
Market Buy	b	b	26 Oct 2018	9466	152407	0.21
Market Sell	b	b	02 Nov 2018	-4030	148377	0.21
Market Buy	b	b	09 Nov 2018	72665	221042	0.31
Market Buy	b	b	16 Nov 2018	1835	222877	0.31
Market Sell	b	b	23 Nov 2018	-10960	211917	0.29
Market Buy	b	b	30 Nov 2018	28872	240789	0.33
Market Buy	b	b	07 Dec 2018	1756	242545	0.34
Market Buy	b	b	14 Dec 2018	1194	243739	0.34
Market Buy	b	b	21 Dec 2018	45080	288819	0.40
Market Buy	b	b	28 Dec 2018	46269	335088	0.47
Market Sell	b	b	31 Dec 2018	-650	334438	0.46
Market Sell	b	b	04 Jan 2019	-4715	329723	0.46
Market Sell	b	b	11 Jan 2019	-41218	288505	0.40
Market Buy	b	b	18 Jan 2019	731	289236	0.40
Market Buy	b	b	25 Jan 2019	22338	311574	0.43
Market Sell	b	b	01 Feb 2019	-4107	307467	0.43
Market Buy	b	b	08 Feb 2019	170558	478025	0.66
Market Sell	b	b	15 Feb 2019	-102427	375598	0.52
Market Buy	b	b	22 Feb 2019	4824	380422	0.52
Market Sell	b	b	01 Mar 2019	-107865	272557	0.38
Market Sell	b	b	08 Mar 2019	-5025	267532	0.38
Market Buy	b	b	15 Mar 2019	27119	294651	0.41
Market Sell	b	b	22 Mar 2019	-52521	242130	0.34
Market Sell	b	b	29 Mar 2019	-4572	237558	0.33
Market Sell	b	b	30 Mar 2019	-5525	232033	0.32
AT THE END OF THE YEAR	b	b	b	b	232033	0.32

Sr. No.	Name & Type of Transaction	Shareholding at the beginning of the year-2018		Transactions during the year		Cumulative shareholding at the end of the year-2019
		No. of shares held	% of total shares of the company	Date of transaction	No. of shares	No. of shares held	% of total shares of the company
10.	LUNAR COMMERCIALS PVT LTD	0	0
	Market Buy	b	b	22 Mar 2019	209964	209964	0.29
	AT THE END OF THE YEAR	b	b	b	b	209964	0.29

E) Shareholding of Directors and Key Managerial Personnel

Sr. No.	Shareholding of each Directors and each Key Managerial Personnel		Shareholding at the beginning of the year	Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Mr. Vivek Talwar - Managing Director	6323669	8.80	6323669	8.80
2	* Mr. Pradeep Saxena - Independent Director	-	-	-	-
3	Mr. Sarath Bolar - Independent Director	-	-	-	-
4	Ms. Bharti Dhar - Independent Director	-	-	-	-
5	\$Mr. Vivek Grover	-	-	-	-
6	\$Mr. Samir Chawla	-	-	-	-
7	#Mr. Mahesh Shah - Chief Executive Offi cer	-	-	10000	0.01
8	Mr. B.G. Borkar - Chief Financial Offi cer	71200	0.10	71200	0.10
9	Mr. Puneet Motwani - Company Secretary	1	0.00	1	0.00

* Mr. Pradeep Saxena has resigned from the offi ce of the Company w.e.f. April 23, 2019.

Appointed as Chief Executive Offi cer of the Company w.e.f. October 24, 2018.

\$ Mr. Samir Chawla and Mr. Vivek Grover were appointed as Nominee Directors by JMFARC w.e.f. September 18, 2018.

V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

					(` In Crores)
		Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
	Indebtedness at the beginning of the fi nancial year
i)	Principal Amount	848.51	-	-	848.51
ii)	Interest due but not paid	1.72	-	-	1.72
iii)	Interest accrued but not due	-	-	-	-
	Total (i+ii+iii)	850.24	-	-	850.24
	Change in Indebtedness during the fi nancial year
	* Addition	18.78	-	-	18.78
	* Reduction	5.34	-	-	5.34
	Net Change	13.43	-	-	13.43
	Indebtedness at the end of the fi nancial year
i)	Principal Amount	863.46	-	-	863.46
ii)	Interest due but not paid	0.21	-	-	0.21
iii)	Interest accrued but not due	-	-	-	-
	Total (i+ii+iii)	863.67	-	-	863.67

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

		(` In Lakhs)
Sr. No.	Particulars of Remuneration	Name of the Managing Director
		Vivek Talwar*
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	0
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	0
	(c) Profi ts in lieu of salary under section 17(3) Income- tax Act, 1961	-
2	Stock Option	-
3	Sweat Equity	-
4	Commission	-
	- as % of profi t
	- others, specify
5	Others, please specify	-
	Total (A)	0
	Ceiling as per the Act	60

*No Salary was paid to Mr. Vivek Talwar during the year 2018-19

B. Remuneration to other Directors

Sr.	Particulars of Remuneration			Name of Directors			Total
No.		*Pradeep Saxena	Sharath Bolar	Bharti Dhar	#Vivek Grover	#Samir Chawla	Amount
1	Independent Directors
	Fee for attending board/committee meetings	2.35	2.35	1.35	0.60	0.60	6.05
	Commission	-	-	-			-
	Others, please specify	-	-	-			-
	Total (1)	2.35	2.35	1.35	0.60	0.60	6.05
	Other Non-Executive Directors	-	-	-	-	-	-
	Fee for attending board committee meetings	-	-	-	-	-	-
	Commission	-	-	-	-	-	-
	Others, please specify	-	-	-	-	-	-
	Total (2)	-	-	-	-	-	-
	Total (B)=(1+2)	-	-	-	-	-	-
	Total Remuneration (A) + (B)	2.35	2.35	1.35	0.60	0.60	6.05

* Mr. Pradeep Saxena has resigned from the offi ce of the Company w.e.f. April 23, 2019

#Sitting fees on behalf of Nominee Directors i.e. Mr. Vivek Grover and Mr. Samir Chawla is paid to JM Financial Asset Reconstruction Company Limited (JMFARC)

(` In Lakhs)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

					(` In Lakhs)
Sr.	Particulars of Remuneration		Key Managerial Personnel		Total
No.		CEO*	CFO	CS
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	83.54	197.09	8.78	289.41
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	0.91	-	0.91
	(c) Profi ts in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-	-
2	Stock Option	-	-	-	-
3	Sweat Equity	-	-	-	-
4	Commission	-	-	-	-
	- as % of profi t	-	-	-	-
	others, specify	-	-	-	-
5	Others, please specify	-	-	-	-
	Total	83.54	198.00	8.78	290.32

*Appointed as Chief Executive Offi cer of the Company w.e.f. October 24, 2018.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

There were no penalties/punishments or any compounding of off ences during the fi nancial year 2018-19.

***

ANNEXURE VI

STATEMENT OF

Disclosure of Remuneration

Under Section 197 OF THE COMPANIES ACT 2013 AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

I. Ratio of remuneration of each Executive Director to the median remuneration of Employees of the Company for the fi nancial year 2018-19, the percentage increase in remuneration of Chairman & Managing Director, Joint Managing Directors, Executive Directors, Company Secretary and CFO during the fi nancial year 2018-19:

Sr. No.	Name of Director /KMP	Designation	Ratio of Remuneration of each director to median remuneration of employees	Percentage increase in Remuneration
1	Mr. Vivek Talwar	Chairman & Managing Director	Nil	Nil
3.	*Mr. Mahesh Shah	CEO	Not Applicable	Nil
4	Mr. B.G. Borkar	CFO	Not Applicable	Nil
5	Mr. Puneet Motwani	CS	Not Applicable	35%

Joined as Chief Executive Offi cer (CEO) of the Company w.e.f. October 24, 2018.

Note:

The Non- Executive Directors of the Company are entitled for sitting fees. The details of remuneration of Non-Executive Directors are provided in the Report on Corporate Governance and are governed by the Nomination and Remuneration Policy. The ratio of remuneration and percentage increase for Non-Executive Directors remuneration is therefore not provided in the above information.

Sr. No.	Particulars	Details 7%
1	% increase in the median remuneration of the employee in the fi nancial year 2018-19
2 Total number of employees of the Company as on March 31, 2019 (on Standalone basis) 3 Average percentile increase in the salaries of employees excluding managerial personnel during fi nancial year 2018-19 and comparison with the percentile increase in remuneration of Executive Director and jurisdiction thereof		1,179
		Average percentile increase in the salaries of the eligible employees excluding managerial personnel during fi nancial year 2018-19 was 7%. Whereas average increase in remuneration of Executive Directors was NIL.

It is hereby affi rmed that the remuneration is as per the Nomination and Remuneration Policy of the Company.

For and on Behalf of Board

Vivek Talwar Chairman & Managing Director DIN: 00043180 Mumbai, May 31, 2019

NITCO LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

Global Economy

Global growth is expected to remain at 3.0 per cent in 2019 and 2020, however, the steady pace of expansion in the global economy masks an increase in downside risks that could potentially exacerbate development challenges in many parts of the world, according to the World Economic Situation and Prospects 2019. The global economy is facing a confl uence of risks, which could severely disrupt economic activity and infl ict signifi cant damage on longer-term development prospects. These risks include an escalation of trade disputes, an abrupt tightening of global fi nancial conditions, and intensifying climate risks. In many developed countries, growth rates have risen close to their potential, while unemployment rates have dropped to historical lows. Among the developing economies, the East and South Asia regions remain on a relatively strong growth trajectory, amid robust domestic demand conditions. Beneath the strong global headline fi gures, however, economic progress has been highly uneven across regions. Despite an improvement in growth prospects at the global level, several large developing countries saw a decline in per capita income in 2018. Even among the economies that are experiencing strong per capita income growth, economic activity is often driven by core industrial and urban regions, leaving peripheral and rural areas behind. While economic activity in the commodity-exporting countries, notably fuel exporters, is gradually recovering, growth remains susceptible to volatile commodity prices. For these economies, the sharp drop in global commodity prices in 2014/15 has continued to weigh on fi scal and external balances, while leaving a legacy of higher levels of debt.

(source : World Economic Situation And Prospects 2019)

Indian Economy

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy.

India's GDP is estimated to have increased 7.2 per cent in 2017-18 and 7 per cent in 2018-19. India has retained its position as the third largest startup base in the world with over 4,750 technology start-ups.

India's foreign exchange reserves were US\$ 405.64 billion in the week up to March 15, 2019, according to data from the RBI.

Recent Developments

With the improvement in the economic scenario, there have been various investments in various sectors of the economy. The M&A activity in India reached record US\$ 129.4 billion in 2018 while private equity (PE) and venture capital (VC) investments reached US\$ 20.5 billion. Some of the important recent developments in Indian economy are as follows:

During 2018-19 (up to February 2019), merchandise exports from India have increased 8.85 per cent year-on-year to US\$ 298.47 billion, while services exports have grown 8.54 per cent year-on-year to US\$ 185.51 billion.
Nikkei India Manufacturing Purchasing Managers' Index (PMI) reached a 14-month high in February 2019 and stood at 54.3.
Net direct tax collection for 2018-19 had crossed 10 trillion (US\$ 144.57 billion) by March 16, 2019, while goods and services tax (GST) collection stood at 10.70 trillion (US\$ 154.69 billion) as of February 2019.
Proceeds through Initial Public Off ers (IPO) in India reached US\$ 5.5 billion in 2018 and US\$ 0.9 billion in Q1 2018-19.
India's Foreign Direct Investment (FDI) equity infl ows reached US\$ 409.15 billion between April 2000 and December 2018, with maximum contribution from services, computer software and hardware, telecommunications, construction, trading and automobiles.
India's Index of Industrial Production (IIP) rose 4.4 per cent year-on-year in 2018-19 (up to January 2019).
Consumer Price Index (CPI) infl ation stood at 2.57 per cent in February 2019.
Net employment generation in the country reached a 17-month high in January 2019.

Government Initiatives

The interim Union Budget for 2019-20 was announced by Mr. Piyush Goyal, Union Minister for Finance, Corporate Aff airs, Railways and Coal, Government of India, in Parliament on February 01, 2019. It focuses on supporting the needy farmers, economically less privileged, workers in the unorganised sector and salaried employees, while continuing the Government of India's push towards better physical and social infrastructure.

Total expenditure for 2019-20 is budgeted at ` 2,784,200 crore (US\$ 391.53 billion), an increase of 13.30 per cent from 2018-19 (revised estimates).

Numerous foreign companies are setting up their facilities in India on account of various government initiatives like Make in India and Digital India. Mr. Narendra Modi, Prime Minister of India, has launched the Make in India initiative with an aim to boost the manufacturing sector of Indian economy, to increase the purchasing power of an average Indian consumer, which would further boost demand, and hence spur development, in addition to benefi ting investors. The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP from the current 17 per cent. Besides, the Government has also come up with Digital India initiative, which focuses on three core components: creation of digital infrastructure, delivering services digitally and to increase the digital literacy.

Some of the recent initiatives and developments undertaken by the government are listed below:

In February 2019, the Government of India approved the National Policy on Software Products - 2019, to develop the country as a software hub.
The National Mineral Policy 2019, National Electronics Policy 2019 and Faster Adoption and Manufacturing of (Hybrid) and Electric Vehicles (FAME II) have also been approved by the Government of India in 2019.
Village electrifi cation in India was completed in April 2018. Universal household electrifi cation is expected to be achieved by March 2019 end.
The Government of India released the maiden Agriculture Export Policy, 2018 which seeks to double agricultural exports from the country to US\$ 60 billion by 2022.
Around 1.29 million houses have been constructed up to December 24, 2018, under Government of India's housing scheme named Pradhan Mantri Awas Yojana (Urban).
Prime Minister's Employment Generation Programme (PMEGP) will be continued with an outlay of ` 5,500 crore (US\$ 755.36 million) for three years from 2017-18 to 2019- 20, according to the Cabinet Committee on Economic Aff airs (CCEA).

Road Ahead

India's gross domestic product (GDP) is expected to reach US\$ 6 trillion by F.Y. 27 and achieve upper-middle income status on the back of digitisation, globalisation, favourable demographics, and reforms.

India's revenue receipts are estimated to touch ` 28-30 trillion (US\$ 385-412 billion) by 2019, owing to Government of India's measures to strengthen infrastructure and reforms like demonetisation and Goods and Services Tax (GST).

India is also focusing on renewable sources to generate energy. It is planning to achieve 40 per cent of its energy from non-fossil sources by 2030 which is currently 30 per cent and also have plans to increase its renewable energy capacity to 175 GW by 2022.

India is expected to be the third largest consumer economy as its consumption may triple to US\$ 4 trillion by 2025, owing to shift in consumer behaviour and expenditure pattern, according to a Boston Consulting Group (BCG) report and is estimated to surpass USA to become the second largest economy in terms of purchasing power parity (PPP) by the year 2040, according to a report by PricewaterhouseCoopers. (Source : Indian Brand Equity Foundation)

Global Ceramic Tiles Industry

The global ceramic tile consumption reached a volume of 13.27 billion square meters (SQM) in CY17 (refers to the period January 01 to December 31), registering a Compounded Annual Growth Rate (CAGR) of around 4% during CY12-CY17. However, the international ceramic tiles industry exhibited a slower pace of growth in CY17, with both production and consumption growth by just 2.2% y-o-y basis. The import-export fl ows also reduced during CY17 for the fi rst time in nine years. The growth in consumption during CY17, in particular, was buoyed by the recovery in construction activity across Africa (7.2%), European Union (6.3%) and North America (4%). Asia continued to remain the largest consumer at 8.98 billion SQM, equivalent to 68% of the global consumption. Nevertheless, the results for Asia reveal a slowdown in China (production down by 1.5% and exports down by 11.4%) due to the anti-dumping duty imposed by many countries on Chinese tiles. However, it is partially off set by a fresh growth in India, Iran and Vietnam. The annual production in India has already passed the billion SQM mark, while exports saw a further 23% upturn in CY17 following a growth of 39% in the previous year. (Refer Table 1 for the top 5 Consuming countries in the world)

Going forward, As per CARE Ratings Limited (CARE) estimates, the global ceramic tile industry is envisaged to grow at a CAGR of 3-5% during CY18-22 on account of increasing residential segment in the Asian & Gulf Cooperation Council (GCC), a rising replacement demand and increasing penetration of the ceramic tiles. (Source : Care Ratings, April 01, 2019)

Indian Ceramic Tiles Industry

The size of Indian ceramics industry which consists of ceramic tiles, sanitary ware and crockery is estimated to be around 27,000 crore ( 270 billion). Ceramic tiles account for major portion of the industry, that is, about 85% of the total industry and rest is accounted for by sanitary ware and crockery. Tiles are used in residential, commercial and industrial buildings. Tiles may be ceramic or vitrifi ed. Again, vitrifi ed tiles may further be classifi ed into glazed vitrifi ed and polished vitrifi ed tiles.

During the last ten years or so, Indian ceramic tiles industry has crossed some interesting milestones. In 2006, ceramic tiles production in India was around 340 million square meters and India ranked fi fth in the world in the production of ceramic tiles. Come 2016, India's production had touched 955 MSM and had galloped into number two rank in world ceramic tiles producers list. Further, during these ten years, India's production almost trebled which no other major producer has been able to achieve.

However, there is another angle to it. During the same period, China, the largest producer of ceramic tiles in the world doubled its production from 3,000 MSM to 6,500 MSM! And even now, India the second largest producer, produces just 15% of what China produces every year. Thus, there is huge gap between the production of fi rst and second largest producers of ceramic tiles in the world who incidentally rank in the same order in terms of population also. Though this gap is narrowing over the years, but it is happening very slowly. Further, as the second largest producer of ceramic tiles in the world, India produces hardly 7% of world's total production. This also indicates that what our ceramics industry has achieved so far is commendable but there is scope and need to cover lot more space in the coming years.

Considering the prolonged depressed condition of Indian realty sector, ceramics industry too should have been in a bad shape as most of it revenue comes from domestic realty sector. However, Indian ceramics industry is quite better off now vis-a-vis realty sector, thanks mainly to several government programs. Government schemes like Swachh Bharat Abhiyaan and Prime Minister Awas Yojana (Urban) are largely responsible for ceramic manufacturers' order book ticking even under adverse conditions. These two schemes are expected to contribute as much as 60% of the incremental demand for low to mid-priced products, such as polished vitrified tiles (PVT) and ceramic tiles.

At the beginning of this fi nancial year cumulative sanctioned houses under PMAY (U) stood at 4.4mn. There were 1.9 mn houses undergoing construction and 0.4 mn houses were completed. In F.Y.18 alone, 2.7mn new houses were sanctioned, 1.4mn houses are undergoing construction and 0.3mn houses have been completed. While the number of houses completed is low, what has been encouraging is the sharp increase in houses under construction as this will translate into rise in demand of ceramic as well as PVT tiles in the medium term.

NITCO LIMITED

Replacement demand will be another area which the ceramic manufacturers will be concentrating to expand their revenue. Replacement demand is expected to grow in line with estimated GDP growth of 7.5% in F.Y. 19 and 7.8% in F.Y. 20. As replacement demand is primarily for value-added products, such as GVT, marble and quartz, growth would be determined by improvement in lifestyle.

Factors infl uencing future growth

Low penetration level

Despite being the second largest tiles manufacturer in the world, penetration level of tiles in the country is one of the lowest in the world. Mud, red oxide and cement fl ooring are still popular in India, especially in rural India. According to the 2011 government census, only 10.8% of Indian houses had mosaic and tile fl ooring and penetration in rural India is far lower. Ceramic tiles present enough attractiveness through competitive cost with long shelf life and low maintenance cost for people shift to ceramic tiles for fl ooring purposes. With better distribution and reach in these areas, rural India could provide signifi cant growth impetus to this industry.

Rapid urbanisation

Tiles penetration in urban India is seven times the rural demand. In the coming years, pace of urbanisation is expected to pick up further which in turn a good news for the ceramics industry. According to the Department of Economic and Social Aff airs of the United Nations Secretariat, India would be the largest contributor to incremental urban population in the entire world until 2050.

Disposable incomes and penetration of retail fi nance are higher in urban areas, hence, an increase in urbanisation and the growing number of nuclear families are key drivers of tile demand.

Low per capita tile consumption

While the global average per capita tiles consumption is 1.6 sqm, India, with 0.6 sqm per capita, has one of the lowest consumption fi gures. Thus, there is lot of scope for the per capita tiles consumption to go up in the coming years. Increased brand awareness thanks mainly to popularity of electronic media should help to increase this average to a decent level.

Revival of realty sector

Demand for tiles are a derivate of real estate demand which continues to be lackluster currently. However, increasing trend of nuclear families, improving income tables, falling age of fi rst time home buyers, fairly attractive interest rate scenario, sustained commercial demand led by India's decent GDP growth and Government initiatives (such as RERA will raise consumer confi dence) should help in improving the medium-term outlook of Indian's real estate industry, in turn improving the medium-tolong-term outlook of India's home improvement industry.

Rising disposable incomes and young population

India has one of the youngest populations in the world where the median age of India's population is estimated at 28 years. India's disposable income has grown at a CAGR of 12% over the past three decades. At this rate average Indian's disposable income will double in next six years. Thus, rising income level and the young population will change demand scenario for tiles industry in the coming years. There will not only be increased demand for the tiles but also there will shift towards premium products from lower end products in the coming years. (Source : The Indian ceramics industry A report)

Financial review

Analysis of Profi t and Loss statement and Balance Sheet based on standalone results isgiven below:

During F.Y. 2018-19, Company earned Total income from operation of 59,195.89 Lakhs. Though Company's overall income from operations remained stable at 59,195.89 Lakhs in 2018-19 as compared to 59,165.81 Lakhs in 2017-18. NITCO's Income from operation of Tiles & related businesses has increased from 56,166.81 Lakhs (Net of Excise duty) in 2017-18 to 59195.89 Lakhs in 2018-19 an increase of 5.39% There was no realization from sale of Real Estate assets during the year, as against 2,958.81 Lakhs in the previous fi nancial year. Due to sluggish economic scenario in India and depressed Real Estate market, the company could not get the desirable price for its Real Estate assets and hence the sale has been deferred.

Income from Operations - The Product Mix for last 2 years:

EBITDA & Expense

The Company achieved overall EBITDA of 398.53 Lakhs in F.Y. 2018-19 against an EBITDA of 527.40 Lakhs in F.Y. 2017-18. Drop in EBITDA was mainly on account of decrease in sales of Real Estate business. EBITDA from Tiles & related businesses have increased to 367.29 Lakhs in F.Y. 2018-19 against an EBITDA of 8.09 Lakhs in F.Y. 2017-18. EBITDA from Real Estate business have decreased to 31.24 Lakhs in F.Y. 2018-19 against an EBITDA of 519.31 Lakhs in F.Y. 2017-18 on account of lower sales.

The various expenses head for F.Y. 2018-19 and F.Y. 2017-18 and a percentage of Total Revenue are as follows:

				(` in Lakhs)
Particulars	2018 - 19	% of Total Revenue	2017 - 18	% of Total Revenue
Material Cost	37,874.69	63.98%	38,769.13	63.87%
Employee Benefi ts expense	8,257.93	13.95%	8,081.45	13.31%
Excise Duty	-	-	699.14	1.15%
Other Manufacturing expense	6,141.25	10.37%	6,025.37	9.93%
Selling & Distribution expenses	3,366.80	5.69%	3,376.62	5.56%
Administration expense	3,156.69	5.33%	3,218.70	5.30%
Total expenses	58,797.36	99.33%	60,170.41	99.13%
EBITDA	398.53	0.67%	527.40	0.87%

There was decrease in EBITDA due to lower sales form Real Estate business.

Finance costs

JMFARC has acquired 98% of the Company's debt from its lenders and sanctioned debt restructuring eff ective from Cut-Off date February 28, 2018. Interest on restructured loans has been provided in the books as per the Restructuring agreement with JMFARC. Further, the Company is negotiating a similar settlement agreement with LIC Pending negotiations no further adjustments have been made during the current fi nancial year.

Equity share capital:

The Company's equity share capital is stated at 7,185.90 Lakhs, Share Warrants at 1,750.00 Lakhs as on March 31, 2019.

Borrowings:

The total debt of the Company is as under:

		(` in Lakhs)
Particulars	2018-19	2017-18
Long term borrowings	74,312.27	81,397.79
Current maturity shown under "Current Liabilities"	12,054.75	3,626.03
Total Debt	86,367.02	85,023.82

Working Capital

a) Inventory has reduced from 14,427.88 Lakhs in 2017-18 to 14,336.52 Lakhs in 2018-19;
b) Inventory -Real Estate has remained unchanged at ` 15,575.65 Lakhs;
c) Trade receivables have increased from 18,118.89 Lakhs in 2017-18 to 20,497.82 Lakhs in 2018-19;
d) Trade payables have increased from 15,099.30 Lakhs in 2017-18 to 18,701.33 Lakhs in 2018-19.

Managing risks at Nitco

At Nitco, risk management is a continuous process of identifying, assessing and evaluating risks and taking proactive measures to minimise or eradicate potential losses arising due to an exposure to particular risks. The consistent implementation of this framework is monitored through audits and reviews, resulting in an accurate understanding of the Company's competitive position. In doing so, the Company takes decisions that balance risks and rewards.

Perception risk

Inability to sustain historical growth rates could adversely impact brand perception.

Mitigation

Due to change in the business model, the Company may not be able to sustain its historical growth rate. However, owing to a dynamic and sustainable business plan, continual innovation towards a prudent sales-mix and improving operational effi ciencies, the Company will be able to better its sales in absolute terms.

Business slowdown risk

Indian economy could create a widening chasm between budgeted and actual ground realities.

Mitigation

The Company has emerged as a one-stop shop for tile solutions, providing fl oor as well as wall tiles and marble. Metros and urban cities are majorly hit by an economic deceleration while in recent times a majority of the demand for consumer products is emerging from Tier-II and Tier-III locations, which usually remains largely unaff ected by economic slowdowns. Thus, as a precautionary measure, the Company strengthened its distribution network in new demand pockets.

Fuel cost risk

Rising gas prices could impact profi tability.

Mitigation

Continuously rising gas prices is completely beyond the Company's control. However towards minimizing this impact and off setting the cost increases, the Company has made arrangements for using Coal gas at its Alibag Plant.

Competition risk

Increasing competition can have an impact on margins.

Mitigation

Competition from the unorganised sector is expected to decline with rising consolidation, eff ected by organised players partnering with unbranded players (with low-cost manufacturing expertise) as a part of their cost-effi cient expansion strategy. Nitco has developed relationships with several low cost manufacturers for outsourcing its product requirements.

Technology or software obsolescence risk

Technology or software obsolescence may result in compromise of quality standards and losing out on the competitive advantage.

Mitigation

The Company invested in SAP ERP module, scaling up its IT infrastructure across its sales, distribution and manufacturing divisions. Design technology will further be enhanced to further strengthen NITCO's aspirational brand position in the minds of the architect, builder, dealer and community in large. The tangible digital technology and 6 color prism technology are the new and updated technologies used in the present year.

Client attrition risk

A substantial portion of the Company's total sales comes from retail clients and large key accounts. Hence, client attrition can impact both revenues and prospective growth.

Mitigation

Providing post-sale services to retail and key account customers and off ering guidance programs for institutional customers have been an integral part of Company's initiatives to reinforce relationships. The Company also customises products to cater to specifi c requirements. Some of its brand-enhancing customers include Tata Group, Reliance Groupl, Prestige, Rahejas, Godrej, Oberoi Construction, DLF, L&T, Shapoorji Pallonji Group, among others.

Human resource risk

Attrition of key executives and personnel could aff ect the Company's growth prospects.

Mitigation

Nitco has initiated various measures such as deploying strategic talent management system, training and integration of learning activities. Various HR initiatives were initiated to encourage staff towards enhancing productivity and building the spirit of team work.

Dealer attrition risk

Dealers represent the Company's face to customers. Reduction in the number of dealers could aff ect sales and negate brand image.

Mitigation

The Company has introduced a fast-moving range of tiles new product launches, which has revitalised its distribution network.

REPORT ON CORPORATE GOVERNANCE

1. THE COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

Our philosophy on Corporate Governance in Nitco emanates from resolute commitment to protect stakeholder rights and interests, proactively manage risks and create long-term wealth and value. It permeates in all aspects of working - workplace management, marketplace responsibility, community engagement and business decisions.

The code of conduct and the governance are based on the corporate principles and strong emphasis laid on transparency, accountability, integrity and compliance.

The governance processes of the Company include creation of empowered sub-committees of the Board to oversee the functions of executive management. These sub-committees of the Board mainly comprises of Executive Director and Independent Directors, which meet and deliberate regularly to discharge their obligations.

2. BOARD OF DIRECTORS

As on March 31, 2019, the Company's Board consists of Six members which includes 1 Executive Director, 3 Independent Directors and 2 Nominee Directors (Appointed on behalf of JMFARC). The Board is responsible for the management of the aff airs of the Company's businesses.

(i) COMPOSITION

The details of composition and Directorship held in other companies / Board committees by each member of the Board of Directors of the Company as on March 31, 2019 are as under:

Sr. No.	Name of the Director/DIN No.	Category Independent/ Non executive / Executive)	Number of Directorships held in other	Number of Board Committee Memberships/Chairmanships held in other Companies
			Companies	Memberships	Chairmanship
1	Vivek Talwar DIN: 00043180	Executive Director	15	1	-
2	Pradeep Saxena* DIN: 00288321	Non- Executive and Independent Director	7	-	-
3	Mr. Sharath Bolar DIN: 07009701	Non- Executive and Independent Director	-	-	-
4	Ms. Bharti Dhar DIN: 00442471	Non- Executive and Independent Director	1	-	-
5	Mr. Vivek Grover# DIN: 00421980	Non- Executive and Nominee Director	-	-	-
6	Mr.Samir Chawla# DIN: 03499851	Non- Executive and Nominee Director	-	-	-

The Independent Directors of the Company meet all the criteria mandated by Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

* Mr. Pradeep Saxena has resigned as an Independent Director with eff ect from April 23, 2019.

# Mr. Vivek Grover and Mr. Samir Chawla were appointed as the Nominee Directors on the Board of the Company by JMFARC on September 18, 2018.

(ii) DIRECTOR'S PROFILE

Mr. Vivek Talwar, son of Late Mr. Pran Nath Talwar and aged 62 years, is the Managing Director of your Company. He has a rich experience of over 38 years in the tile industry. He joined the Company as a Director in 1980. The operational responsibility and day-to-day functioning of the Company were gradually handed over to him. He was instrumental in setting up a plant at Alibaug to manufacture ceramic fl oor tiles and also in diversifying the business of the Company by entering into new activities such as dealing in imported marble, vitrifi ed tiles and real estate.

Mr. Sharath Bolar, aged 68 years, has completed B.Sc. (Hons) First Class in Chemistry from Bombay University. Mr. Bolar joined the Company in the year 2014 and has 38 years of success in Project Management, Plant Operation, System Implementation. Mr. Bolar has retired from service with Everest Industries Ltd, Delhi as Vice President (Development) in the year 2012.

Ms. Bharti Dhar, joined the Company in the year 2015. She is a 1986 batch Commerce graduate and a qualifi ed Cost and Management Accountant. She has rich and varied experience of 29 years in the fi eld of HR. Her long working career has given her exposure and deep insight to the functioning of Government as well as Corporate sector. Nineteen years back, she envisioned Vitasta Consulting Pvt. Ltd. as a professional HR services organization. She saw the need for creating a process driven, values

based organisation that would be known for its professionalism. The organisation started as a one woman proprietary concern and has blossomed into a vibrant team of 40 young and dynamic professionals, most of them being women.

Mr. Vivek Grover, aged 55 years, was nominated by JM Financial Asset Reconstruction Company Limited (JMFARC) as nominee director on the board of Nitco Limited in the year 2018. Mr. Vivek Grover has 11 years of experience as Executive Director in the fi eld Head of Acquisitions of Non Performing Loans at JMFARC. Prior to joining JMFARC he has worked with companies like IDBI Bank and Mecon (India) Ltd. Mr. Grover has completed Mechanical Engineering (B. Tech) from Banaras Hindu University, Varanasi. He has also done CFA (Charter Financial Analyst) from ICFAI.

Mr. Samir Chawla, aged 51 years, was nominated by JM Financial Asset Reconstruction Company Limited (JMFARC) as nominee director on the board of Nitco Limited in the year 2018. Mr. Samir Chawla is working as an Executive Director with JMFARC. Prior to joining JMFARC, he has worked with top blue chip banks namely Standard Chartered Bank, ICICI Ltd, Yes Bank etc. Mr. Chawla has completed Mechanical Engineering (B. Tech) from Indian Institute of Technology, Kanpur. He has also done PGDM from Indian Institute of Management, Calcutta.

(iii) DETAILS OF SHAREHOLDING OF DIRECTORS AS ON MARCH 31, 2019

Sr. No.	Name of the Director	No. of Shares
1	Vivek Talwar	6323669

Except for Mr. Vivek Talwar, no other director holds any shares in the Company.

(iv) MEETINGS AND ATTENDANCE

Attendance of Directors at Board Meetings and Annual General Meeting (AGM)

Sr. No.	Name of the Director	No. of Board Meetings held	No. of Board Meetings attended	Whether attended the last AGM
1	Vivek Talwar	4	4	Yes
2	Pradeep Saxena*	4	4	Yes
3	Mr. Sharath Bolar	4	4	Yes
4	Ms. Bharti Dhar	4	4	Yes
5	Mr. Vivek Grover#	4	2	No
6	Mr. Samir Chawla#	4	2	No

* Mr. Pradeep Saxena has resigned as an Independent Director with eff ect from April 23, 2019.

#Mr. Vivek Grover and Mr. Samir Chawla were appointed as the Nominee Directors on the Board of the Company by JMFARC on September 18, 2018.

Meetings of the Board of Directors were held on May 29, 2018, August 10, 2018, October 30, 2018 and February 14, 2019.

The Company has issued letter of appointment to all the Independent Directors and the terms and conditions of their appointment have been disclosed on the website of the Company at www.nitco.in

(v) INDEPENDENT DIRECTORS

The term Independent Director has been defi ned under Section 149 of the Act, the Rules framed thereunder and Regulation 16 of the Listing Regulations.

Based on the disclosures received from all the Independent Directors and also in the opinion of the Board, the Independent Directors meet the criteria of 'Independence' specifi ed in the Regulation 16(1) of Listing Regulations and Section 149(6) of the Act and the Rules framed thereunder and are independent of the management as required under Regulation 25 of the Listing Regulations.

The Independent Directors of the Company meet at least once in a year without the presence of Executive Directors and Management Personnel. They review the performance of Non- Independent Directors and the Board as a whole, review the performance of Chairman of the Board, assess the quality, quantity and timeliness of the fl ow of information between management and the Board that is necessary for it to eff ectively and reasonably perform its duties.

One meeting of Independent Director was held during the year on February 14, 2019.

Mr. Pradeep Saxena, an Independent Director of the Company resigned with eff ect from April 23, 2019 due to his preoccupation and has confi rmed that there was no other material reason for his resignation. The same was informed to the stock exchanges on April 24, 2019.

(vi) EVALUATION CRITERIA

The Company has adopted an Evaluation policy to evaluate performance of each Director, the Board as a whole and its committees. Evaluation shall be carried out by the Nomination and Remuneration Committee in accordance with Section 178 of the Companies Act 2013 and Code for Independent Director's as outlined under Schedule IV of the Companies Act, 2013. Such evaluation factors including contribution, domain expertise, strategic vision, industry knowledge, participation in discussions etc. Separate meeting of the Independent Directors was held, inter alia, to review the performance of Non-Independent Directors, the Chairman and the Board.

3. COMMITTEES OF THE BOARD

(i) Audit Committee

The Audit Committee of the Board of Directors is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges and presently consists of Managing Director and two Independent Directors. The role of the Audit Committee is to provide directions and to oversee the internal audit and risk management functions, review of fi nancial results and annual fi nancial statements, interact with statutory auditors and such other matters as may be required in terms of the Companies Act, 2013 and Listing Agreement with the Stock Exchanges.

The terms of reference of Audit Committee are in accordance with section 177 of Companies Act, 2013, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part C of Schedule II of the Listing Regulations.

Meetings and Attendance

Name of the Member	No. of meetings held	No. of meetings attended
*Mr. Pradeep Saxena -Chairman - Non-executive and Independent Director	4	4
Mr. Vivek Talwar- Managing Director	4	4
Mr. Sharath Bolar - Non-executive and Independent Director	4	4

* Mr. Pradeep Saxena has resigned from the offi ce of the Company w.e.f. April 23, 2019.

Meetings of the Audit Committee of the Board of Directors were held on May 29, 2018, August 10, 2018, October 30, 2018 and February 14, 2019.

The Chief Executive Offi cer, Chief Financial Offi cer and the Statutory Auditors are permanent invitees at the Audit Committee meetings.

The Compliance Offi cer acts as the Secretary of the Audit Committee.

(ii) Stakeholders Relationship Committee

The composition and attendance of each member at the meetings held during the year ended March 31, 2019 is as follows:

Meetings and Attendance

Sr. No.	Name of the Member	No. of meetings held	No. of meetings attended
1	Mr. Sharath Bolar - Chairman - Non-executive and Independent Director	4	4
2	Mr. Vivek Talwar - Managing Director	4	4
3	*Mr. Pradeep Saxena - Non-executive and Independent Director	4	4

* Mr. Pradeep Saxena has resigned from the offi ce of the Company w.e.f. April 23, 2019.

Meetings of the Audit Committee of the Board of Directors were held on May 29, 2018, August 10, 2018, October 30, 2018 and February 14, 2019. All the complaints and requests received by the company were resolved during the year under review. There were no complaints of Shareholders pending as on March 31, 2019.

The Chief Executive Offi cer and Chief Financial Offi cer are the permanent invitees at the Stakeholders Relationship Committee meetings.

The Compliance Offi cer acts as the Secretary of the Stakeholders Relationship Committee.

(iii) Nomination and Remuneration Committee

As required by Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 178 of the Companies Act, 2013 a Nomination and Remuneration Committee consists of three Directors.

The Terms of Reference of the Nomination and Remuneration Committee includes identifying persons who are qualifi ed to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every director's performance, laying down the evaluation criteria for performance evaluation of Independent Directors, formulating the criteria for determining qualifi cations, positive attributes and independence of a director etc.

The Compliance Offi cer acts as the Secretary of the Nomination and Remuneration Committee.

Meetings and Attendance

Sr. No.	Name of the Member	No. of meetings held	No. of meetings attended
1	*Mr. Pradeep Saxena-Chairman- Non-executive and Independent Director	2	2
2	Mr. Sharath Bolar- Non-executive and Independent Director	2	2
3	Ms. Bharti Dhar - Non-executive and Independent Director	2	2

* Mr. Pradeep Saxena has resigned from the offi ce of the Company w.e.f. April 23, 2019.

Meetings of the Nomination and Remuneration Committee of the Board of Directors were held on October 30, 2018 and February 14, 2019.

(iv) Corporate Social Responsibility Committee

With respect to profi ts refl ected due to restructuring of the Company's debt in the F.Y. 2017-18 the Company has formed the CSR Committee in accordance with the provisions of section 135 of the Companies Act, 2013 the Company shall do all the necessary things and deeds to comply with the said provisions.

There were no meetings of Corporate Social Responsibility Committee held during the F.Y. 2018-19.

REMUNERATION OF DIRECTORS

The remuneration of the Managing Director is fi xed by the Board of Directors and approved by shareholders in the Annual General Meeting. The remuneration of the Non-Executive Directors is restricted only to sitting fees for attending the Board/Committee meetings.

The details of remuneration to Directors for the year ended March 31, 2019 are as under:

						(` in lacs)
Name of Directors	Category	Salary	Perquisites and other benefi ts	Commission	Sitting fees	Total
Mr. Vivek Talwar*	Managing Director	-	-	-	-	-
Mr. Pradeep Saxena#	Independent Director	-	-	-	2.35	2.35
Mr. Sharath Bolar	Independent Director	-	-	-	2.35	2.35
Ms. Bharti Dhar	Independent Director	-	-	-	1.35	1.35
Mr. Vivek Grover@	Nominee Director	-	-	-	0.60	0.60
Mr. Samir Chawla@	Nominee Director	-	-	-	0.60	0.60

*Mr. Vivek Talwar the Managing Director was not paid any salary during the year 2018-19.

Mr. Pradeep Saxena has resigned from the offi ce of the Company w.e.f. April 23, 2019.

@Sitting fees on behalf of Nominee Directors i.e. Mr. Vivek Grover and Mr. Samir Chawla is paid to JM Financial Asset Reconstruction Company Limited (JMFARC)

None of the Directors hold any instrument convertible to shares.

4. SUBSIDIARY COMPANIES

Subsidiary companies of the Company are managed by their respective Board having the rights and obligations to manage such companies in the best interest of their stakeholders. The Company monitors performance of signifi cant unlisted subsidiary company, inter alia, by the following means:

(a) Financial statements, in particular the investments made by the subsidiary company are reviewed by the Audit Committee of the Company.
(b) All signifi cant transactions and arrangements entered into by the subsidiary company are placed before the Audit Committee.

5. DISCLOSURES

(i) Related Party Transactions

In terms of the Accounting Standard-18 "Related Party Disclosures", as notifi ed under the Companies (Accounting Standards) Rules, 2006, the Company has identifi ed the related parties covered therein and details of transactions with such related parties have been disclosed in Note No. 36 to the Standalone Financial Statements forming part of this Annual Report.

Transactions with related parties entered into by the Company are in the ordinary course of business and on arm's length basis and do not have potential confl icts with the Company. Further, these transactions are also placed in the Audit Committee Meeting(s).

The Board has approved a policy on materiality of related party transactions and dealing with related party transactions which is available on the Company's website at http://nitco.in/Investors/Nitco-Policy.aspx.

(ii) Compliances by the Company

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters related to capital markets during the last three years. No penalties have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authorities relating to the above.

(iii) Code of Conduct for Directors and Senior Management

The Board of Directors of the Company has adopted a Code of Conduct for Directors and Senior Management and the same is available on Company's website at www.nitco.in.

(iv) CEO / CFO certifi cation

The CEO and the CFO of the Company have certifi ed to the Board with regard to the compliance made by them in terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the certifi cate forms a part of this Annual Report.

(v) Accounting treatment

The Company has followed accounting principles generally accepted in India, including the Indian Accounting Standard (Ind AS) as specifi ed under Section 133 of the Act and other relevant provision of the Act and has uniformly applied the Accounting Polices during the year under review. The fi nancial statements have been prepared on accrual basis except for the nonprovision of interest on borrowing as described in note no. 19 of the Financial Statements.

(vi) Whistle Blower Policy

The Board of Directors of the Company has adopted a Whistle Blower Policy and the same is available on Company's website at http://nitco.in/Investors/PDFFiles/Nitco-Whistle-Blower-Policy.pdf.

(vii) Remuneration to Statutory Auditors

M/s. Nayak & Rane, Chartered Accountants (ICAI Firm Registration No. 117249W) the Company's Statutory Auditor, is responsible for performing an independent audit of the Financial Statements and expressing an opinion on the conformity of those fi nancial statements with accounting principles generally accepted in India.

M/s. Nayak & Rane, Chartered Accountants, was paid Professional fees of ` 13.15 Lakhs during the fi nancial year 2018-19.

None of the subsidiary companies have availed any services from the statutory auditors of the Company during the fi nancial year 2018-19.

(viii) Details of Utilization of funds raised through preferential allotment or qualifi ed institutions placement as specifi ed under Regulation 32 (7A)

The Company did not raise any funds through preferential allotment or qualifi ed institutions placement during the year under review. However your company had raised in the previous fi nancial year an amount of 97.5 crore through preferential allotment of shares/warrants out of which 15.40 crores have been utilized during the year towards working capital requirements of the company.

(ix) Commodity price risk, foreign exchange risk and hedging activities

The Company does not deal in commodities and has no foreign exchange or hedging exposures hence disclosures relating to risk management policy with respect to commodities, commodity price risks, foreign exchange risk and hedging thereof in terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated November 15, 2018 is not applicable.

(x) Certifi cate from Company Secretary in Practice

M/s. Mayur More & Associates, Practicing Company Secretary (Certifi cate of Practice No. 13104) have certifi ed that as on the date of the report, none of the Directors on the Board of the Company have been debarred or disqualifi ed from being appointed or continuing as Directors, by the Board/Ministry of Corporate Aff airs or any such statutory authority.

(xi) Recommendation of Committees

All recommendations/submissions made by various Committees of the Board during the fi nancial year 2018-19 were accepted by the Board of the Company during the year under review.

(xii) Credit Ratings

There was no requirement of obtaining any Credit Ratings during the year under review.

6. MEANS OF COMMUNICATION

The quarterly and half-yearly results of the Company were published within 48 hours in one English language and in one Marathi newspaper with wide circulation. The results, press releases and the shareholding pattern of the Company are displayed on the Company's website at www.nitco.in from time to time. Presentations, if any, made to institutional investors and analysts after the declaration of quarterly, half-yearly and annual results are also displayed on the Company's website.
The Company also informs, by way of intimation, to the stock exchanges all price-sensitive matters or such other matters which in its opinion are material and relevant to shareholders.
All data/reports required to be fi led with the stock exchanges have been regularly fi led with them.
Management Discussion and Analysis: A report on Management Discussion and Analysis is appended and forms a part of this annual report.
NSE Electronic Application Processing System (NEAPS): The NEAPS is a web based application designed by NSE for Corporates. All periodical compliances which include fi ling of Shareholding Pattern, Corporate Governance Report, Announcements, etc. are fi led electronically on NEAPS.
BSE Listing Centre: The BSE Listing Centre is a web based application designed by BSE for Corporates. All periodical compliances which include fi ling of Shareholding Pattern, Corporate Governance Report, Announcements, etc. are fi led electronically on BSE Listing Centre.
SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

7. SHAREHOLDER'S INFORMATION

(i) The Annual General Meeting is scheduled to be held on September 19, 2019 at 11:00 a.m. at M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, Kala Ghoda, Mumbai - 400 001.
(ii) Financial year: The Company follows April-March as its fi nancial year.

(iii) General Body Meeting:

The details of General Body Meeting held in the past 3 years.

Financial Year	Date	Day	Time	Location	Whether passed any Special Resolution
2017-18	September 18, 2018	Tuesday	11.00 a.m.	M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, Kala Ghoda, Mumbai - 400 001	NO
2016-17	September 20, 2017	Wednesday	11.00 a.m.	M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, Kala Ghoda, Mumbai - 400 001	Yes*
2015-16	September 21, 2016	Wednesday	11.00 a.m.	M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, Kala Ghoda, Mumbai - 400 001	Yes#

* Re-appointment of Mr. Vivek Talwar as the Managing Director

Adoption of new set of Articles of Association

(iv) Postal Ballot: During the year, one special resolution relating to NITCO - Employee Stock Option Plan (ESOP) - 2019 was passed through the Postal Ballot process pursuant to Section 110 of the Companies Act, 2013 read with rule 22 of the Companies (Management & Administration) Rules 2014, which was conducted by Ms. Krupa Joisar, Practicing Company Secretary, Mumbai, in terms of the Board resolution dated February 14, 2019. The details of voting pattern are as follows:

Category	Mode of Voting	No. of shares held	No. of votes polled	% of Votes Polled on outstanding shares	No. of Votes - in favour	No. of Votes - Against	% of Votes in favour on votes polled	% of Votes against on votes polled
		[1]	[2]	[3]={[2]/ [1]}*100	[4]	[5]	[6]={[4]/ [2]}*100	[7]={[5]/ [2]}*100
Promoter and	E-Voting	38077701	37210076	97.7214	37210076	0	100.0000	0.0000
Promoter	Poll		0	0.0000	0	0	0.0000	0.0000
Group	Postal Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		37210076	97.7214	37210076	0	100.0000	0.0000
Public	E-Voting	17871548	17159617	96.0164	17159617	0	100.0000	0.0000
Institutions	Poll		0	0.0000	0	0	0.0000	0.0000
	Postal Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		17159617	96.0164	17159617	0	100.0000	0.0000
Public Non	E-Voting	15909706	1643995	10.3333	1643739	256	99.9844	0.0156
Institutions	Poll		0	0.0000	0	0	0.0000	0.0000
	Postal Ballot		1732	0.0109	1732	0	100.0000	0.0000
	Total		1645727	10.3442	1645471	256	99.9844	0.0156
Total		71858955	56015420	77.9519	56015164	256	99.9995	0.0005

(v) Date of book closure: September 13, 2019 TO September 19, 2019 (Both Days Inclusive)

(vi) Dividend Payment Date: Not Applicable.

(vii) Listing on stock exchanges: The Company's equity shares are listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The Company has paid listing fees to the stock exchanges for the fi nancial year 2019-20.

(viii) Stock code/symbol: BSE - 532722

NSE - NITCO

Demat International Security Identifi cation Number in NSDL and CDSL for equity shares- ISIN - INE858F01012

(ix) Registrar and Share Transfer Agent/Address for correspondence :

Link Intime India Private Limited C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai- 400 083 Tel: 022 4918 6000; Fax: 022 2594 6969 E-mail: [email protected] Website: www.linkintime.co.in

(x) Market Price Data at BSE and NSE :

Month		BSE		NSE
	High	Low	High	Low
April '18	96.90	93.80	96.50	94.00
May '18	89.95	85.80	90.15	85.35
June '18	67.40	64.65	67.55	64.55
July '18	72.65	70.00	72.75	70.25
August '18	68.55	65.85	68.60	66.50
September '18	47.05	42.60	47.45	42.15
October '18	34.80	33.85	35.00	33.70
November '18	35.25	33.50	35.90	33.50
December '18	43.30	40.90	43.35	41.95
January '19	36.05	35.05	36.80	34.95
February '19	38.25	37.65	38.40	37.80
March '19	39.70	38.45	40.00	38.70

(xi) Shareholding pattern as on March 31, 2019:

	Category	No. of shares held	Percentage of total Shareholding
(A)	Promoter's holding	b	b
	Promoters & Promoters' group	38087851	53.00
	Sub-total	38087851	53.00
(B)	Public shareholding
	Institutions	17509758	24.37
	Central/State Government	2000	0
	Non-Institutions	16259346	22.63
	Sub-total	33771104	47.00
	Grand Total (A + B )	71858955	100.00

(xii) Distribution of shareholding as on March 31, 2019:

No. of equity shares	No. of share holders	Percentage of Share holders	Share Amount (`)	Percentage of Share holding
1 - 5000	16205	83.78	22109670	3.08
5001 - 10000	1537	7.95	12828630	1.78
10001 - 20000	780	4.03	11984870	1.67
20001 - 30000	265	1.37	6776110	0.94
30001 - 40000	116	0.60	4187510	0.58
40001 - 50000	98	0.51	4684050	0.65
50001 - 100000	146	0.75	11114050	1.55
100001 and above	195	1.01	644904660	89.75
Total	19342	100.00	718589550	100.00

The Company has not issued any GDRs / ADRs and there are no warrants or any convertible instruments.

(xiii) Transfer of Unclaimed / Unpaid Dividend:

The Company has transferred all the unclaimed / unpaid dividends to the Investor Education and Protection Fund, established by the Central Government, in terms of the provisions of Section 125 of the Companies Act, 2013. There is no amount lying in the unpaid dividend account of the company.

(xiv) Unclaimed shares (Equity shares in the Suspense Account) :

As per SEBI's circular CIR/CFD/DIL/10/2010 dated December 16, 2010 read with Regulation 39(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has opened Unclaimed Suspense Account, i.e. "Nitco Limited - Unclaimed Securities Suspense Account" with LKP Securities Limited and the unclaimed shares lying with the Company have been dematerialized and credited to Nitco Tiles Limited - Unclaimed Suspense Account.

Securities		As on April 1, 2018	Shareholders who approached the Registrar and Shares transferred in their favour during the year		Balance as on March 31, 2019
	No. of records	No. of shares	No. of records	No. of shares	No. of records	No. of shares
Equity Shares	01	785	0	0	01	785

The voting rights shall remain frozen till the rightful owner of such shares claims the shares.

(xv) Nomination facility:

Shareholders holding shares in the physical form and desirous of making a nomination in respect of their holding in the Company, as permitted under Section 72 of the Companies Act, 2013, are requested to submit to the Company the prescribed Form SH-13 for this purpose.

(xvi) Consolidation of folios and avoidance of multiple mailing

In order to enable the Company to reduce costs and duplicity of eff orts for investor servicing, members who may have more than one folio in their individual name or jointly with other persons mentioned in the same order, are requested to consolidate all similar holdings under one folio. This would help in monitoring the folios more eff ectively. Members may write to the Registrar and Share Transfer Agent indicating the folio numbers to be consolidated.

(xvii) National Electronic Clearing Services (NECS) Mandate

Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically refl ected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents to provide effi cient and better services. Members holding shares in physical form are requested to intimate such changes to Company's Registrar and Transfer Agent.

(xviii) Outstanding Global Depository Receipts (GDRs)/American Depository Receipts (ADRs)/Warrants or any convertible instruments, conversion date and likely impact on Equity

Company has allotted 61,31,745 Convertible Warrants to JMFARC on March 7, 2018. Each warrant is convertible into one equity share at a conversion price of ` 114.16 within a period of 18 months from the date of allotment of Warrants.

For and on behalf of the Board

Vivek Talwar Chairman & Managing Director DIN: 00043180 Mumbai, May 31, 2019

DECLARATION

In accordance with Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the stock exchanges, I hereby confi rm and declare that all the Board of Directors and the senior management personnel of the Company have affi rmed compliance with the 'Code of Conduct for Board Members and Senior Management' laid down for them for the fi nancial year ended March 31, 2019.

For Nitco Limited

Vivek Talwar Chairman & Managing Director DIN: 00043180 Mumbai, May 31, 2019

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To The Members

Nitco Limited

We have examined the compliance of conditions of Corporate Governance procedures implemented by NITCO Limited for the year ended March 31, 2019, as stipulated in Regulation 27 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, of the said Company with the stock exchanges of India.

The compliance with the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the fi nancial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we hereby certify that the Company has substantially complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the effi ciency or the eff ectiveness with which the management has conducted the aff airs of the Company.

For Nayak & Rane, Chartered Accountants FRN: 117249W

Suraj Nayak Partner Membership No. 049645 Mumbai, May 31, 2019

NITCO LIMITED

MD/CEO/CFO Certifi cation Under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Board of Directors

NITCO Limited

This is to certify that:

Mumbai, May 31, 2019

a. We have reviewed fi nancial statements and the cash fl ow statement for the year ended March 31, 2019 and that to the best of our knowledge and belief, we state that:
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
ii. these statements together present a true and fair view of the company's aff airs and are in compliance with existing accounting standards, applicable laws and regulations.
b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the company's Code of Conduct.
c. We accept responsibility for establishing and maintaining internal controls for fi nancial reporting and have evaluated the eff ectiveness of internal control systems of the company pertaining to fi nancial reporting and have disclosed to the auditors and the Audit Committee, defi ciencies in the design or operation of such internal controls, if any, of which we are aware and the steps taken or proposed to be taken to rectify these defi ciencies.
d. We have indicated to the Auditors and the Audit Committee:
i. signifi cant changes, if any, in internal control over fi nancial reporting during the year;
ii. signifi cant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes to the fi nancial statements; and
iii. instances of signifi cant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a signifi cant role in the company's internal control system over fi nancial reporting.

Vivek Talwar	Mahesh Shah	B. G. Borkar
Chairman & Managing Director	Chief Executive Offi cer	Chief Financial Offi cer
DIN: 00043180

INDEPENDENT AUDITOR'S REPORT

To the Members of NITCO Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone fi nancial statements of NITCO Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2019, and the Statement of Profi t and Loss (Other comprehensive income), the standalone statement of changes in Equity and the Statement of Cash Flows for the year ended, and notes to the standalone fi nancial statements, including a summary of signifi cant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone fi nancial statements give the information required by the Companies Act 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of aff airs of the Company as at March 31, 2019, and the total comprehensive income (comprising of profi t and other comprehensive income), changes in equity and its cash fl ows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifi ed under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the fi nancial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfi lled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw your attention to Note 19 of the Standalone fi nancial statements, regarding borrowing. "Restructuring of company's debt was approved by JMFARC on January 23, 2018. The company is negotiating with LIC for restructuring of its facility (outstanding ` 19.05 crs.) on terms similar to restructuring done by JMFARC. Pending negotiations with LIC no further adjustments in respect of LIC facility has been made.

Pending realisation from sale of non core assets of the Company, there was default in repayment of installments of loans amounting to ` 1101.71 lakhs., which were repayable by March 31, 2019. As such, the Company has classifi ed these dues as Current Liabilities during the year.

Our opinion is not modifi ed in respect of the above matter."

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signifi cance in our audit of the fi nancial statements of the current period. These matters were addressed in the context of our audit of the fi nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The Key Audit matter	How the matter was addressed in our audit
The Company has adopted Ind AS 115, Revenue from Contracts with Customers ('Ind AS 115') which is the new revenue accounting standard. The application and transition to this accounting	Our audit procedures on adoption of Ind AS 115, Revenue from contracts with Customers ('Ind AS 115'), which is the new revenue accounting standard, include –
standard is complex and is an area of focus in the audit. The revenue standard establishes a comprehensive framework for determining whether, how much and when revenue is recognized.	• Evaluated the design and implementation of the processes and internal controls relating to implementation of the new revenue accounting standard;
This involves certain key judgments relating to identifi cation of distinct performance obligations, determination of transaction price of identifi ed performance obligation, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, the standard mandates robust disclosures in respect of revenue and periods over which the remaining performance	• Evaluated the detailed analysis performed by management on revenue streams by selecting samples for the existing contracts with customers and considered revenue recognition policy in the current period in respect of those revenue streams;
obligations will be satisfi ed subsequent to the balance sheet date.	• Evaluated the changes made to IT systems to refl ect the changes required in revenue recognition as per the new accounting standard;

The Key Audit matter	How the matter was addressed in our audit
The Company adopted Ind AS 115 and applied the available exemption provided therein, to not restate the comparative	• Evaluated the cumulative eff ect adjustments as at 1 April 2018 for compliance with the new revenue standard; and
periods.	• Evaluated the appropriateness of the disclosures provided under the new revenue standard and assessed the completeness and mathematical accuracy of the relevant disclosures.

Other Information

The Company's management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company's annual report, but does not include the standalone fi nancial statements and our auditor's report thereon.

Our opinion on the standalone fi nancial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone fi nancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone fi nancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone fi nancial statements that give a true and fair view of the state of aff airs, profi ts/loss and other comprehensive income, changes in equity and cash fl ows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards (Ind AS) specifi ed under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal fi nancial controls, that were operating eff ectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone fi nancial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company's fi nancial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the fi nancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to infl uence the economic decisions of users taken on the basis of these fi nancial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risk of material misstatement of the standalone fi nancial statements, whether due to fraud or error , design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion , forgery, intentional omissions, misrepresentations, or the override of internal controls.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act , we are also responsible for expressing our opinion on whether the company has adequate internal fi nancial controls with reference to fi nancial statements in place and the operating eff ectiveness of such controls.
Evaluate the appropriateness of managements use of the going concern basis of accounting and , based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signifi cant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone fi nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the company to cease to continue as a going concern.

NITCO LIMITED

• Evaluate the overall presentation, structure and content of the standalone fi nancial statements, including the disclosures, and whether the standalone fi nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signifi cant audit fi ndings, including any signifi cant defi ciencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence , and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most signifi cance in the audit of the standalone fi nancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulations precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefi ts of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" a statement on the matters specifi ed in paragraphs 3 and 4 of the Order, to the extent applicable.
1. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The standalone Balance Sheet, the standalone Statement of Profi t and Loss ( including other comprehensive income), and the standalone Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone fi nancial statements comply with the Accounting Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors are disqualifi ed as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal fi nancial controls over fi nancial reporting of the Company and the operating eff ectiveness of such controls, refer to our separate Report in "Annexure B".
g. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its fi nancial position in its fi nancial statements Refer Note 39 (c) to the fi nancial statements;
ii. The Company do not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Nayak & Rane Chartered Accountants

F. R. No: 117249W

Suraj Nayak

Partner Membership No : 049645 Place : Mumbai Date : May 31, 2019

Annexure A to the Independent Auditor's Report

Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date to in the Independent Auditor's Report to the members of the Company on the standalone Ind AS fi nancial statements for the year ended March 31, 2019, we report the following:

i. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets ;
b. The Company has a regular programme of physical verifi cation of its fi xed assets, by which all fi xed assets are verifi ed in a phased manner over a period of three years. In our opinion, this periodicity of physical verifi cation is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fi xed assets were physically verifi ed during the year and no material discrepancies were noticed on such verifi cation.
c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties included in fi xed assets are held in the name of the Company except for one immoveable property which amounts to gross block of 145.66 Lakh and net block of 130.62 Lakh whose title deed is not held in the name of the Company. In respect of immovable properties been taken on lease and disclosed as property, plant and equipment in the standalone Ind AS fi nancial statements, the lease agreements are in the name of the Company.
ii. The inventory (excluding stock with third parties) has been physically verifi ed by the management during the year. In our opinion, the frequency of such verifi cation is reasonable. In respect with the inventory lying with third parties, these have been substantially confi rmed by them. The Company has maintained proper records of inventory. The discrepancies noticed on verifi cation between the physical stock and the book records were not material.
iii. (a) The Company has granted unsecured interest free loans to six subsidiary companies covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the company's interest.
(b) The Company has granted loans that are re-payable on demand, to the parties covered in the register maintained under section 189 of the Companies Act, 2013. We are informed that the Company has not demanded repayment of any such loan during the year, and thus, there has been no default on the part of the parties to whom the money has been lent. There is no stipulation as to the date of payment of interest.
(c) There is no amount of loans granted to companies, fi rm or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.
iv. According to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities as applicable.
v. According to information and explanations given to us, The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.
vi. Pursuant to rules made by the Central Government of India, the Company is required to maintain cost records as specifi ed under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees' State Insurance, Income-tax, Goods and Services tax, Duty of Customs, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.
(b) According to the information and explanations given to us, there are no dues of Income-tax or Sales tax or Service tax or Goods and Services tax or duty of Customs or duty of Excise or Value added taxes which have not been deposited by the Company on account of disputes, except for the following:

Name of the Statute	Nature of the Dues	Total	Period	Forum where dispute is pending
Central Sales	Pending "C"	3,512,644	Various periods	Sales Tax Tribunal, Maharashtra
Tax	forms	3,307,590	Various periods	Jt. Comm of Sales Tax Appeal, Maharashtra
		256,000	2012-13	Dy. Commissioner of Sales tax, Maharashtra
Excise Duty	Input Tax Credit	1,446,188	Various periods	CESTAT - Mumbai
Income Tax	Income Tax	3,372,786	Various periods	Commissioners of Income Tax (appeals)
	Income Tax	3,063,678	Various periods	High court
Service Tax	Input Tax Credit	3,434,904	Various periods	Asst. Commissioner of CGST
		3,029,734	Various periods	Asst. Commissioner- Silvassa

Name of the Statute	Nature of the Dues	Total	Period	Forum where dispute is pending
Service Tax	Input Tax Credit	61,449,278	Various periods	CESTAT – Mumbai
		2,426,847	Various periods	CESTAT – Ahmadabad
		3,419,954	Various periods	COMMISIONER (APPEAL) - Baroda
		1,961,078	Various periods	COMMISIONER (APPEAL) – SURAT
		3,274,183	Various periods	Commissioner (Appeals)
		1,662,436	Various periods	Commissioner of CGST
VAT Input Tax Credit		14,633,085	2008 to 10	Sales Tax Tribunal, Maharashtra
		48,274,003	Various periods	Jt. Commissioner of Sales Tax Appeal, Maharashtra
		6,994,726	Various periods	Sr. Joint Commissioner- Revision Board, West Bengal
		133,534	2013-14	Tribunal, ORISSA
		12,605,581	2013 to 15	Dy. Commissioner of Commercial Tax, Gujarat
		59,045,864	2013 to 15	Tribunal, UP
		885,000	Various periods	Addl. Commissioner, UP
		844,608	Various periods	Asst. Commissioner, Tamil Nadu
		58,000	2014-15	Jt. Commissioner of Commercial Tax (Appeal), KARNATAKA
		101,656	Various periods	Dy. Commissioner of Commercial Tax (Appeal), KERALA

viii. According to the explanations and information given to us, the Company has defaulted in repayment of dues, the amount of default to a fi nancial institutions was 1,904.63 Lakh (period of default- 49 months), to a bank was 101.71 Lakh (Period of default - 18 months) and to ARC ` 1000.00 Lakh (Period of default – 1 day).
ix. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public off er or further public off er (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.
x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its offi cers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
xi. In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, the Company has not paid/provided for managerial remuneration during the year. Hence reporting under clause 3(xi) of the order is not applicable to the company.
xii. In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.
xiii. According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the fi nancial statements, as required by the applicable accounting standards.
xiv. According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, provisions of section 192 of the Act are not applicable to the Company.
xvi. According to the information and explanation given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act.

For Nayak & Rane Chartered Accountants

F. R. No.: 117249W

Suraj Nayak Partner

Membership No.: 049645 Place : Mumbai Date : May 31, 2019

Annexure B to the Independent Auditor's Report

Referred to in paragraph (f) under 'Report on The Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

In conjunction with our audit of the consolidated fi nancial statements of NITCO LIMITED ("the Holding Company") as of 31 March 2019, we have audited the internal fi nancial controls with reference to the fi nancial statements of the Holding Company and its subsidiaries, which are incorporated in India as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding company and its subsidiaries which are incorporated in India, are responsible for establishing and maintaining internal fi nancial controls based on the internal control with reference to fi nancial statements criteria established by the Holding company and its subsidiaries, which are incorporated in India, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal fi nancial controls that were operating eff ectively for ensuring the orderly and effi cient conduct of its business, including adherence to the Company's policies, 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 fi nancial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal fi nancial controls with reference to fi nancial statements of the Holding Company and its subsidiaries which are incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal fi nancial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal fi nancial controls with reference to fi nancial statements was established and maintained and if such controls operated eff ectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal fi nancial controls system with reference to fi nancial statements and their operating eff ectiveness. Our audit of internal fi nancial controls with reference to fi nancial statements included obtaining an understanding of internal fi nancial controls with reference to fi nancial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating eff ectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the internal fi nancial control system with reference to fi nancial statements of the Holding Company and its subsidiaries which are incorporated in India.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal fi nancial control with reference to fi nancial statements is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles. A company's internal fi nancial control with reference to fi nancial statements includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the company;
1. provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company and
1. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material eff ect on the fi nancial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of internal fi nancial controls with reference to fi nancial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal fi nancial controls with reference to fi nancial statements to future periods are subject to the risk that the internal fi nancial control with reference to fi nancial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company and its subsidiaries which are incorporated in India, have, in all material respects, an adequate internal fi nancial controls system with reference to fi nancial statements and such internal fi nancial controls with reference to fi nancial statements were operating eff ectively as at 31 March 2019, based on the internal control with reference to fi nancial statements criteria established by the Holding Company and its subsidiaries which are incorporated in India, considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For Nayak & Rane Chartered Accountants F. R. No.: 117249W

Suraj Nayak Partner Membership No.: 049645 Place : Mumbai Date : May 31, 2019

BALANCE SHEET as at March 31, 2019

(Amount in Rupees Lakh, unless otherwise stated) Notes As at March 31, 2019 As at March 31, 2018 ASSETS Non-current assets Property, plant and equipment 3 44,118.73 46,429.21 Capital work-in-progress 502.80 326.56 Intangible assets 4 10.72 9.41 Financial assets Investments 5 2,734.72 2,735.36 Other Financial assets 6 2,273.64 2,248.25 Other non-current assets 7 3,427.00 2,933.72 53,067.61 54,682.51 Current assets Inventories 8 14,336.52 14,427.88 Inventories - Real Estate 9 15,575.65 15,575.65 Financial assets Trade receivables 10 20,497.82 18,118.89 Cash and cash equivalents 11 1,416.98 1,279.60 Other bank balances 12 4,423.26 4,851.01 Loans 13 8,988.65 9,042.42 Other fi nancial assets 14 1,436.35 1,448.40 Other current assets 15 5,564.44 5,633.92 72,239.67 70,377.77 Total Assets 125,307.28 125,060.28 EQUITY AND LIABILITIES Equity Equity share capital 16 7,185.90 7,185.90 Share warrants 17 1,750.00 1,750.00 Other equity 18 2,789.73 7,465.10 11,725.63 16,401.00 Liabilities Non-current liabilities Financial liabilities Borrowings 19 74,312.27 81,397.79 Provisions 20 179.26 189.96 Deferred tax liabilities 21 - - 74,491.53 81,587.75 Current liabilities Financial liabilities Trade payables 22 18,866.33 15,099.30 Other fi nancial liabilities 23 13,450.45 4,746.32 Other current liabilities 24 6,440.08 6,905.98 Provisions 25 333.26 319.93 39,090.12 27,071.53 Total Equity and Liabilities 125,307.28 125,060.28

The above balance sheet should be read in conjunction with the accompanying notes.

In terms of our report of even date annexed	For and on behalf of the Board
For Nayak & Rane	Vivek Talwar	Bharti Dhar	Sharath Bolar
Chartered Accountants	Chairman & Managing Director	Director	Director
FRN No. 117249W	(DIN: 00043180)	(DIN: 00442471)	(DIN: 07009701)
Suraj Nayak	Mahesh Shah	B. G. Borkar	Puneet Motwani
Partner	CEO	CFO	Company Secretary
Membership No.: 049645			(ACS No: 38530)

Place : Mumbai Dated: May 31, 2019

STATEMENT OF PROFIT AND LOSS

for the year ended March 31, 2019

		(Amount in Rupees Lakh, unless otherwise stated)
	Notes	Year ended March 31, 2019	Year ended March 31, 2018
INCOME
Revenue From Operations	26	59,036.61	60,572.57
Other Income	27	159.28	125.24
Total Income		59,195.89	60,697.81
EXPENSES
Cost of materials consumed	28	11,631.10	12,949.88
Purchase of stock-in-trade		26,738.13	23,470.10
Changes in inventories of fi nished goods, stock in trade and work-in-progress	29	(494.54)	2,349.15
Excise duty on sale of goods		-	699.14
Employee benefi ts expense	30	8,257.93	8,081.45
Finance costs	31	1,977.37	845.50
Depreciation and amortisation expense	32	3,111.80	7,245.87
Other expenses	33	12,664.74	12,620.69
Total Expenses		63,886.53	68,261.78
Profi t /(Loss) before tax before exceptional items		(4,690.64)	(7,563.97)
Exceptional items		-	(24,786.41)
Profi t /(Loss) before tax after exceptional items		(4,690.64)	17,222.44
Tax expense:
Current Tax		-	-
Deferred Tax		-	-
Excess provision of Tax for earlier years written back		-	(2,034.84)
Profi t /(Loss) for the year		(4,690.64)	19,257.28
Other Comprehensive Income
Items that will not be reclassifi ed to profi t & loss in subsequent periods
Re-measurement gains (losses) on defi ned benefi t plans	34	15.27	(20.49)
Income tax eff ect on such items		-	-
Total other comprehensive income for the year, net of tax		15.27	(20.49)
Total comprehensive income/(Loss) for the year, net of tax		(4,675.37)	19,236.79
Earnings per equity share (computed on the basis of profi t for the year):
(1) Basic	35	(6.51)	34.43
(2) Diluted		(6.51)	34.43

The above statement of profi t & loss should be read in conjunction with the accompanying notes. In terms of our report of even date annexed For and on behalf of the Board

For Nayak & Rane	Vivek Talwar	Bharti Dhar	Sharath Bolar
Chartered Accountants	Chairman & Managing Director	Director	Director
FRN No. 117249W	(DIN: 00043180)	(DIN: 00442471)	(DIN: 07009701)
Suraj Nayak Partner Membership No.: 049645	Mahesh Shah CEO	B. G. Borkar CFO	Puneet Motwani Company Secretary (ACS No: 38530)

Place : Mumbai Dated: May 31, 2019

STATEMENT OF CHANGE IN EQUITY

for the year ended March 31, 2019

A. Equity share capital

	(` in Lakh)
Particulars	Amount
As at April 1, 2018	7,185.90
Changes during the year	-
As at March 31, 2019	7,185.90

B. Share warrants

	(` in Lakh)
Particulars	Amount
As at April 1, 2018	1,750.00
Changes during the year	-
As at March 31, 2019	1,750.00

C. Other equity

			Reserves and Surplus
Particulars	Capital reserve	Share Premium Account	Capital redemption reserve	General Reserve	Retained earnings / (Losses)	Total equity
As at April 1, 2018	125.68	42,591.33	965.00	3,846.91	(40,063.82)	7,465.10
Net income / (loss) for the year	-	-	-	-	(4,690.64)	(4,690.64)
Other comprehensive income	-	-	-	-	15.27	15.27
Total comprehensive income	-	-	-	-	(4,675.37)	(4,675.37)
Share Premium Account	-	-	-	-	-	-
As at March 31, 2019	125.68	42,591.33	965.00	3,846.91	(44,739.19)	2,789.73
As at April 1, 2017	125.68	35,471.47	965.00	3,846.91	(59,300.61)	(18,891.55)
Net income / (loss) for the year	-				19,257.28	19,257.28
Other comprehensive income	-	-	-		(20.49)	(20.49)
Total comprehensive income					19,236.79	19,236.79
Share Premium Account	-	7,299.23	-			7,299.23
Share issue expenses		(179.37)				(179.37)
As at March 31, 2018	125.68	42,591.33	965.00	3,846.91	(40,063.82)	7,465.10

In terms of our report of even date annexed For and on behalf of the Board

For Nayak & Rane	Vivek Talwar	Bharti Dhar	Sharath Bolar
Chartered Accountants	Chairman & Managing Director	Director	Director
FRN No. 117249W	(DIN: 00043180)	(DIN: 00442471)	(DIN: 07009701)
Suraj Nayak	Mahesh Shah	B. G. Borkar	Puneet Motwani
Partner	CEO	CFO	Company Secretary

Membership No.: 049645 (ACS No: 38530)

Place : Mumbai Dated: May 31, 2019

CASH FLOW STATEMENT

for the year ended March 31, 2019

				(Amount in Rupees Lakhs, unless otherwise stated)
		Year ended March 31, 2019			Year ended March 31, 2018
A.	CASH FLOW FROM OPERATING ACTIVITIES
	Net Profi t before tax		(4,675.37)		17,201.95
	Adjusted for :	b	b
	Depreciation & amortisation expense	3,111.80		7,245.87
	(Profi t)/Loss on sale of Property, plant & equipment (Net)	9.90		9.87
	Interest received	(374.58)		(94.95)
	Finance costs	2,287.11		968.34
	Net unrealised exchange (gain)/loss	64.84		(27.89)
			5,099.07		8,101.24
	Operating Profi t before Working Capital Changes		423.70		25,303.19
	Working capital adjustments:
	Adjustment for (increase)/decrease:
	(Increase)/decrease in inventories	91.36		5,534.68
	(Increase)/decrease in trade and other receivables	(2,064.01)		8,957.38
	Increase/(decrease) in trade and other payables	3,304.02		3,068.07
	Increase/(decrease) in provisions	2.63		149.31
			1,334.00		17,709.44
	Cash Generated from Operations		1,757.70		43,012.63
	Taxes paid (net of refunds)		-		-
	Net Cash from operating activities		1,757.70		43,012.63
B.	CASH FLOW FROM INVESTING ACTIVITIES
	Change in Purchase of Property, plant & equipment (after adjustment of change in capital work-in-progress)	(988.77)		(531.64)
	Net Cash used in Investing Activities		(988.77)		(531.64)
C.	CASH FLOW FROM FINANCING ACTIVITIES
	Increase/(decrease) in Share Capital	-		8,835.83
	Proceeds from Issue of Share warrants	-		1,750.00
	Proceeds/ (Repayment) of Long Term Borrowings (Net)	1,343.20		(52,958.46)
	Proceeds/ (Repayment) of Short Term Borrowings (Net)	-		(11,357.41)
	Proceeds of Redeemable Non-Convertible Preference Shares	-		15,000.00
	Proceeds of Redeemable Non-convertible Debentures	-		5,000.00
	Advance to Subsidiary companies	2.62		(8,195.89)
	Interest Received	374.58		94.95
	Finance costs	(2,287.11)		(968.34)
	Net Cash fl ow from/(used in) Financing Activities		(566.71)		(42,799.32)
	Net increase in Cash and Cash Equivalents (A+B+C)		202.22		(318.33)
	Cash and Cash Equivalents at the beginning of the year		1,279.60		1,570.04
	Eff ect of exchange diff erence on restatement of foreign currency cash and cash equivalents		(64.84)		27.89
	Cash and Cash Equivalents at the end of the year		1,416.98		1,279.60

CASH FLOW STATEMENT

for the year ended March 31, 2019

(Amount in Rupees Lakhs, unless otherwise stated)

Notes :
1.	The above Cash Flow Statement should be read in conjunction with the accompanying notes
2.	Purchase of fi xed assets represents net additions to property, plant and equipment and other intangible assets adjusted for movement of capital-work-in-progress for property, plant and equipment.
3.	Cash and cash equivalents included in the Statement of cash fl ows comprise the following:
	Components of cash and cash equivalents
	Cash on hand		9.44	2.98
	Balance in current account and deposits with banks		1,407.54	1,276.62
	Cash and Cash Equivalents at the end of the year		1,416.98	1,279.60
	In terms of our report of even date annexed		For and on behalf of the Board
	For Nayak & Rane Chartered Accountants FRN No. 117249W	Vivek Talwar Chairman & Managing Director (DIN: 00043180)	Bharti Dhar Director (DIN: 00442471)	Sharath Bolar Director (DIN: 07009701)
Partner	Suraj Nayak Membership No.: 049645	Mahesh Shah CEO	B. G. Borkar CFO	Puneet Motwani Company Secretary (ACS No: 38530)

Place : Mumbai Dated: May 31, 2019

NOTES ON THE STANDALONE FINANCIAL STATEMENTS

for the year ended March 31, 2019

1. CORPORATE INFORMATION

NITCO Limited (the 'Company') is a public limited company domiciled in India and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The company is one of the leading player in the tiles and marble business. The Company has manufacturing facilities in Maharashtra and Silvassa and sells primarily in India through independent dealers/distributors and modern trade.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

2.1 Basis of preparation and compliance with Ind AS

a. The fi nancial statements of the Company have been prepared in accordance with Ind AS notifi ed under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and the Companies (Indian Accounting Standards) (Amendment) Rules, 2017.

The fi nancial statements comply in all material aspects with Ind AS notifi ed under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the act.

b. The Company maintains accounts on accrual basis following the historical cost convention, except for certain fi nancial instruments that are measured at fair value in accordance with Ind AS. The carrying value of all the items of property, plant and equipment and investment property as on date of transition is considered as the deemed cost. Fair value measurements under Ind AS are categorised as below based on the degree to which the inputs to the fair value measurements are observable and the signifi cance of the inputs to the fair value measurement in its entirety:
1. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company can access at measurement date;
1. Level 2 inputs are inputs, other than quoted prices included in level 1, that are observable for the asset or liability, either directly or indirectly; and
1. Level 3 inputs are unobservable inputs for the valuation of assets/liabilities
c. The company's presentation and functional currency is Indian Rupees. All amounts in these fi nancial statements, except per share amounts and unless as stated otherwise, have been rounded off to two decimal places and have been presented in Lakh.
d. All assets and liabilities have been classifi ed as current or non current as per the Company's normal operating cycle and other criteria as set out under Ind AS and in the Schedule III to the Act. Based on the nature of the services and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as twelve months for the purpose of current or non-current classifi cation of assets and liabilities.

Use of Estimates

The preparation of fi nancial statements in conformity with Ind AS requires that the management of the company makes estimates and assumptions that aff ect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the fi nancial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates include useful lives of property, plant and equipment, Intangible assets, allowance for doubtful debts/advances, future obligations in respect of retirement benefi t plans, fair value measurement etc. diff erence, if any, between the actual results and estimates is recognised in the period in which the results are known.

2.2 Signifi cant accounting policies

a. Property, Plant and Equipment (PPE)

PPE is recognised when it is probable that future economic benefi ts associated with the item will fl ow to the company and the cost of the item can be measured reliably. PPE is stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation and cumulative impairment, if any. Property, plant and equipment acquired on hire purchase basis are recognized at their cash values. All identifi able costs incurred up to the asset put to its intended use are capitalized. Costs include purchase price (including non-refundable taxes/duties) and borrowing costs for the assets that necessarily take a substantial period of time to get ready for its intended use. Stores and spares which meet the defi nition of Property Plant and Equipment and satisfy the recognition criteria of Ind AS 16 are capitalised as Property, Plant and Equipment.

PPE not ready for the intended use on the date of the Balance Sheet are disclosed as "capital work-in-progress".

Intangible Assets are stated at the cost of acquisitions less accumulated amortization. In case of an internally generated assets cost includes all directly allocable expenditures. Cost associated with maintaining software programs are recognized as an expense as incurred.

Depreciation is now provided on straight line basis on economic useful lives of the assets. Further the remaining useful life has also been revised whenever appropriate based on the evaluation. Depreciation on addition to/deductions from, owned assets is calculated pro rata to the period of use. The aggregate depreciation provided as per the requirement of Part C of Schedule II to Companies Act 2013. Assets costing upto ` 5,000/- are fully depreciated in the year of purchase.

Depreciation on each part of an item of property, plant and equipment is provided using the Straight Line Method (SLM) based on the useful life of the asset as estimated by the management and is charged to the Statement of Profi t and Loss as per the requirement of Schedule II of the Companies Act, 2013 except on some assets, where useful life has been taken based on external / internal technical evaluation as given below:

Class of assets	Basis	Useful life/ rate of depreciation
Offi ce equipment - mobile	SLM	2 years
Motor vehicles	SLM	4 years
Computer software	SLM	5 years
Showroom Building (civil)	SLM	10 years
Plant and machineries - Punch & Dies	SLM	2 years

The property, plant and equipment acquired under fi nance leases is depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the Company will obtain ownership at the end of the lease term.

The useful lives have been determined based on technical evaluation done by management. The residual values are not more than 5% of the original cost of the asset. The asset's residual values and useful lives are reviewed and adjusted if appropriate at the end of each reporting period.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in Statement of Profi t and Loss with other gains/(losses)

b. Leases

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals on assets under operating leases are recognised in the Statement of Profi t and Loss on a straight-line basis over the lease term. Assets acquired under leases where all the risks and rewards of ownership are substantially transferred to the company are classifi ed as Finance leases. Such leases are capitalized at the inception of the lease at the lower of fair value or the present value of minimum lease payments and liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each period.

c. Inventories

Inventories are valued at the lower of cost and net realisable value after providing for obsolescence if any. Cost is determined on a moving weighted average basis. The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and estimated costs necessary to make the sale. Finished goods and work-in-progress include all costs of purchases, conversion costs and other costs incurred in bringing the inventories to their present location and condition. Cost of work-in-progress and fi nished goods includes material cost, labour cost and manufacturing overheads absorbed on the basis of normal capacity of production.

d. Impairment of non-fi nancial assets

Non-fi nancial assets other than inventories and non-current assets held for sale are reviewed at each Balance Sheet date to determine whether there is any indication of impairment. If any such indication exists, or when annual impairment testing for an asset is required, the company estimates the asset's recoverable amount. The recoverable amount is higher of asset's or Cash-Generating Units (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash fl ows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses of continuing operations, including impairment on inventories, are recognised in the Statement of Profi t and Loss.

e. Revenue recognition

Revenue from sale of goods is recognised when all the signifi cant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract, the Company retains no eff ective control of the goods transferred to a degree usually associated with ownership and no signifi cant uncertainty exists regarding the amount of the consideration that will be derived from the sale of goods. Sales are recognised net of trade discounts, rebates, and GST (on goods manufactured and outsourced).

Sale of services is recognised in the accounting period in which the service is rendered.

Interest on investments is recognised on a time proportion basis taking into account the amounts invested and the rate of interest. Dividend income on investments is recognised when the right to receive dividend is established.

Other income is accounted for on accrual basis except where the receipt of income is uncertain in which case it is accounted for on receipt basis.

f. Foreign currency transactions

The Company's fi nancial statements are presented in Indian Rupee (INR), which is also the Company's functional and presentation currency. Transactions in foreign currencies are translated into functional currency using the exchange rate at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the year end exchange rates are generally recognised in Statement of Profi t or Loss.

Foreign exchanges diff erences regarded as adjustments to borrowing costs are presented in the Statement of Profi t and Loss, within fi nance cost. All other foreign exchange gains and losses as presented in the Statement of Profi t and Loss on a net basis within other gains/(losses).

Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation diff erences on items whose fair value gain or loss is recognised in OCI or profi t or loss are also recognised in OCI or Statement of Profi t and Loss, respectively). Non-monetary items that are measured in terms of historical cost in a foreign currency, are translated using exchange rates on dates of initial recognition.

g. Fair Value Measurement

The Company measures fi nancial instruments such as derivatives and certain investments, at fair value at each balance sheet date.

All assets and liabilities for which fair value is measured or disclosed in the fi nancial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is signifi cant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 Valuation techniques for which the lowest level input that is signifi cant to the fair value measurement is directly or indirectly observable
Level 3 Valuation techniques for which the lowest level input that is signifi cant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the balance sheet on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is signifi cant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

h. Financial instruments

A fi nancial instrument is any contract that gives rise to a fi nancial asset of one entity and a fi nancial liability or equity instrument of another entity.

(a) Financial assets

The Company classifi es fi nancial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profi t or loss on the basis of its business model for managing the fi nancial assets and the contractual cash fl ows characteristics of the fi nancial asset.

i. Initial recognition and measurement

All fi nancial assets are recognized initially at fair value plus, in the case of fi nancial assets not recorded at fair value through profi t or loss, transaction costs that are attributable to the acquisition of the fi nancial asset. The company has accounted for its investment in subsidiaries, joint ventures and associates at cost.

ii. Subsequent measurement

For purposes of subsequent measurement fi nancial assets are classifi ed in below categories:

• Financial assets carried at amortised cost:

A fi nancial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash fl ows and the contractual terms of the fi nancial asset give rise on specifi ed dates to cash fl ows that are solely payments of principal and interest on the principal amount outstanding.

• Financial assets at fair value through other comprehensive income:

A fi nancial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash fl ows and selling fi nancial assets and the contractual terms of the fi nancial asset give rise on specifi ed dates to cash fl ows that are solely payments of principal and interest on the principal amount outstanding. The Company has made an irrevocable election for its investments which are classifi ed as equity instruments to present the subsequent changes in fair value in other comprehensive income based on its business model.

• Financial assets at fair value through profi t or loss

A fi nancial asset which is not classifi ed in any of the above categories are subsequently fair valued through profi t or loss.

iii. Derecognition

A fi nancial asset is primarily derecognized when the rights to receive cash fl ows from the asset have expired or the Company has transferred its rights to receive cash fl ows from the asset.

The Company assesses impairment based on expected credit losses (ECL) model for measurement and recognition of impairment loss, the calculation of which is based on historical data, on the fi nancial assets that are trade receivables or contract revenue receivables and all lease receivables.

(b) Financial liabilities

The Company classifi es all fi nancial liabilities as subsequently measured at amortized cost, except for fi nancial liabilities at fair value through profi t or loss. Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value.

i. Initial recognition and measurement

All fi nancial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company's fi nancial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative fi nancial instruments.

ii. Subsequent measurement

The measurement of fi nancial liabilities depends on their classifi cation, as described below:

• Financial liabilities at amortised cost

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the Eff ective Interest Rate (EIR) method. Gains and losses are recognized in profi t or loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as fi nance costs in the statement of profi t and loss.

• Financial liabilities at fair value through profi t or loss

Financial liabilities at fair value through profi t or loss include fi nancial liabilities held for trading and fi nancial liabilities designated upon initial recognition as at fair value through profi t or loss. Financial liabilities are classifi ed as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative fi nancial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defi ned by Ind AS 109. Separated embedded derivatives are also classifi ed as held for trading unless they are designated as eff ective hedging instruments.

Gains or losses on liabilities held for trading are recognized in the Statement of Profi t and Loss.

iii. Derecognition

A fi nancial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing fi nancial liability is replaced by another from the same lender on substantially diff erent terms, or the terms of an existing liability are substantially modifi ed, such an exchange or modifi cation is treated as the derecognition of the original liability and the recognition of a new liability. The diff erence in the respective carrying amounts is recognized in the Statement of Profi t and Loss.

(c) Off setting of fi nancial instruments

Financial assets and fi nancial liabilities are off set and the net amount is reported in the balance sheet if there is a currently enforceable legal right to off set the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

(d) Derivative fi nancial instruments

The Company uses derivative fi nancial instruments, such as forward currency contracts, interest rate swaps, full currency swaps and forward commodity contracts if any, to hedge its foreign currency risks, interest rate risks and commodity price risks, respectively. Such derivative fi nancial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as fi nancial assets when the fair value is positive and as fi nancial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to Statement of Profi t and Loss.

i. Employee Benefi ts

i. Short term employee benefi ts

The undiscounted amount of short-term employee benefi ts expected to be paid in exchange for the services rendered by employees is recognised during the period when the employee renders the services. These benefi ts include compensated absences such as paid annual leave, bonuses and performance incentives.

ii. Long term employee benefi ts

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as a liability at the present value of the defi ned benefi t obligation determined actuarially by using Projected Unit Credit Method at the balance sheet date.

iii. Post-employment benefi t plan

Payments to defi ned contribution retirement benefi t plans are recognized as an expense when employees have rendered the service entitling them to the contribution.

The Company's contribution to the Provident Fund is remitted to provident fund authorities and are based on a fi xed percentage of the eligible employee's salary and debited to Statement of Profi t and Loss.

The Company operates a defi ned benefi t gratuity plan with approved gratuity fund, and contributions are made to a separately administered approved gratuity fund. Gratuity is a defi ned benefi t obligation.

The cost of providing benefi ts under the defi ned benefi t plan is determined using the projected unit credit method.

Remeasurements comprising of actuarial gains and losses, the eff ect of the asset ceiling, excluding amounts included in net interest on the net defi ned benefi t liability and the return on plan assets (excluding amounts included in net interest on the net defi ned benefi t liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income in the period in which they occur.

Liabilities regarding compensated absences have been classifi ed as current/ non-current at the present value of the defi ned benefi t obligation at the balance sheet date as per Acturial valuation report and other benefi ts like gratuity have been classifi ed as current.

j. Provisions and Contingencies

Provisions are recognized when there is a present obligation (legal or constructive) as a result of a past event, it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and are adjusted to refl ect the current best estimate.

If the eff ect of the time value of money is material, provisions are discounted using a current pre-tax rate that refl ects, when appropriate, the risks specifi c to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a fi nance cost.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outfl ow of resources will be required to settle or a reliable estimate of the amount cannot be made. Information on contingent liability is disclosed in the Notes to the Financial Statements.

Contingent assets are not recognised but disclosed when the infl ow of economic benefi ts is probable. However, when the realisation of income is virtually certain, then the related asset is no longer a contingent asset, but it is recognised as an asset.

k. Taxes on Income

Taxes on income Current tax is the amount of tax payable on taxable income for the year determined in accordance with the applicable tax rates and provisions of the Income Tax Act, 1961 and other applicable tax laws. Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefi ts in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is highly probable that future economic benefi t associated with it will fl ow to the Company.

Deferred tax is recognised on diff erences between the carrying amounts of assets and liabilities in the Balance sheet and the corresponding tax bases used in the computation of taxable profi t and are accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary diff erences, and deferred tax assets are generally recognized for all deductible temporary diff erences, carry forward tax losses and allowances to the extent that it is probable that future taxable profi ts will be available against which those deductible temporary diff erences, carry forward tax losses and allowances can be utilised. Deferred tax assets and liabilities are measured at the applicable tax rates. Deferred tax assets and deferred tax liabilities are off set, and presented as net. Current and deferred tax relating to items directly recognised in reserves are recognised in reserves and not in the Statement of Profi t and Loss.

l. Finance Costs

Borrowing costs include interest expense calculated using the eff ective interest method, fi nance charges in respect of assets acquired on fi nance lease and exchange diff erences arising on foreign currency borrowings to the extent they are regarded as an adjustment to interest costs.

Borrowing costs net of any investment income from the temporary investment of related borrowings that are attributable to the acquisition, construction or production of a qualifying asset are capitalised/inventoried as part of cost of such asset till such time the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognised in Statement of Profi t and Loss in the period in which they are incurred

m. Segment reporting

Operating segments are those components of the business whose operating results are regularly reviewed by the chief operating decision making body in the company to make decisions for performance assessment and resource allocation. The reporting of segment information is the same as provided to the management for the purpose of the performance assessment and resource allocation to the segments.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company.

Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under "unallocated revenue / expenses / assets / liabilities".Earnings Per Share

n. Earning per share

In determining the earnings per share, the Company considers the net profi t/(loss) after tax and post tax eff ect of any extraordinary/exceptional item is shown separately. The number of shares considered in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares considered for computing diluted earnings per share comprises the weighted average number of shares used for deriving the basic earnings per share and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares as may be applicable. The number of shares and potentially dilutive equity shares are adjusted for any stock splits and bonus shares issues.

o. Cash fl ow statement

Statement of Cash Flows is prepared segregating the cash fl ows into operating, investing and fi nancing activities. Cash fl ow from operating activities is reported using indirect method, adjusting the net profi t /(Loss) for the eff ects of:

i. Changes during the period in inventories and operating receivables and payables transactions of a non-cash nature;
ii. Non-cash items such as depreciation, provisions, deferred taxes, unrealised foreign currency gains and losses and
iii. All other items for which the cash eff ects are investing or fi nancing cash fl ows.

Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as on the date of Balance Sheet

p. Standards issued and implemented during the year

The Company applied Ind AS 115 for the fi rst time. On transition to Indian Accounting Standard (IND AS) 115, Revenue from Contracts with Customers w.e.f. April 1, 2018, the management has performed a detailed evaluation of the implications under the new standard and has concluded that there are no material implications on account of applicability of Ind AS 115.

ment






Property, plant and equip








3.

									(` in Lakh)
Particulars	Freehold Land	Buildings	Offi ce Equipment	Plant & Equipment	Electrical Installation	Furniture & Fixture	Windmill	Vehicles (fi nance lease)	Total Assets
Cost
As at April 1, 2017	6,003.57	19,537.40	1,114.32	55,140.65	1,032.19	2,463.36	3,680.54	796.37	89,768.40
Additions	-	157.13	27.58	127.37	1.52	47.04	-	36.91	397.55
Disposals	-	-	32.95	8.67	-	4.15	-	83.65	129.42
As at March 31, 2018	6,003.57	19,694.53	1,108.95	55,259.35	1,033.71	2,506.25	3,680.54	749.63	90,036.53
Additions	-	167.20	59.89	279.78	13.52	214.50	-	79.69	814.58
Disposals	-	-	20.19	64.96	-	3.03	-	47.50	135.68
As at March 31, 2019	6,003.57	19,861.73	1,148.65	55,474.17	1,047.23	2,717.72	3,680.54	781.82	90,715.43
Depreciation
As at April 1, 2017	-	7,170.78	1,018.71	22,920.14	831.48	1,899.36	2,041.07	634.76	36,516.30
Depreciation charge for the year	-	1,804.20	43.04	4,741.09	95.02	310.27	151.36	65.50	7,210.48
Disposals	-	-	32.87	6.74	-	3.73	-	76.12	119.46
As at March 31, 2018	-	8,974.98	1,028.88	27,654.49	926.50	2,205.90	2,192.43	624.14	43,607.32
Depreciation charge for the year	-	636.69	38.95	2,063.51	59.92	71.87	151.36	81.20	3,103.50
Disposals	-	-	20.00	46.64	-	0.61	-	46.87	114.12
As at March 31, 2019	-	9,611.67	1,047.83	29,671.36	986.42	2,277.16	2,343.79	658.47	46,596.70
Net book value :
As at March 31, 2019	6,003.57	10,250.06	100.82	25,802.81	60.81	440.56	1,336.75	123.35	44,118.73
As at March 31, 2018	6,003.57	10,719.55	80.07	27,604.86	107.21	300.35	1,488.11	125.49	46,429.21

Notes:

Property, plant and equipment pledged as security, refer to note 19.1 for information on property, plant and equipment pledged as security by the Company.

4. Intangible assets (Computer Software)

	(` in Lakh)
	Amount
Cost
As at April 1, 2017	422.60
Additions	-
Disposals	-
As at March 31, 2018	422.60
Additions	6.56
Disposals	-
As at March 31, 2019	429.16
Amortisation
As at April 1, 2017	380.80
Amortisation charge for the year	32.39
Disposals	-
As at March 31, 2018	413.19
Amortisation charge for the year	5.25
Disposals	-
As at March 31, 2019	418.44
Net book value :
As at March 31, 2019	10.72
As at March 31, 2018	9.41

5. Investments

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Investments in subsidiaries
(a) Investments in equity shares (unquoted)
Nitco Realities Private Limited:
2,00,000 Equity shares of `1 each fully paid up	694.59	694.59
*Nitco Holdings HK Co. Ltd
10,000 Equity shares	-	0.64
New Vardhman Vitrifi ed Private Limited:
1,27,50,000 Equity shares of `10 each fully paid up	1,561.35	1,561.35
	2,255.94	2,256.58
(b) Investments in preference shares (unquoted)
New Vardhman Vitrifi ed Private Limited:
47,87,763 Equity shares of `10 each fully paid up	478.78	478.78
Total	478.78	478.78
Aggregate value of unquoted investments	2,734.72	2,735.36

* The Company had incorporated wholly owned subsidiaries in Hongkong namely "Nitco Holdings HK Co. Ltd." in order to promote export of tiles to third countries. The Company had invested an amount of 0.64 Lakhs in this subsidiary by way of Equity. Due to adverse change in the business environment, there were no commercial operations in this company since F.Y. 2012-13. The Company had applied for deregistration of its subsidiary "Nitco Holdings HK Co. Ltd." to the authorities on September 21, 2018 and as a result investment of 0.64 lakhs is written off in the books.

6. Other fi nancial assets

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Balances with Banks - Held as Margin Money	2,264.79	2,239.40
Security Deposits	8.85	8.85
Total	2,273.64	2,248.25

7. Other non-current assets

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Income Tax Payment (Net)	1,842.60	1,652.60
*Capital Advances	1,453.78	1,147.49
Prepaid Lease rental	130.62	133.63
Total	3,427.00	2,933.72

* Capital advance includes advances of 1165.99 Lakh pertaining Real estate and 287.79 Lakh pertaining to Marble business.

8. Inventories

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Raw Materials	2,094.31	2,535.88
Work-in-progress	221.14	364.94
Finished Goods	10,776.35	10,486.68
Stock in trade	488.25	149.92
Stores and spares	756.47	890.46
Total	14,336.52	14,427.88

9. Inventories - Real Estate

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Land at Kanjurmarg	15,000.00	15,000.00
Biz Park at Thane	575.65	575.65
Total	15,575.65	15,575.65

10. Trade receivables

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Trade receivables - Unsecured
Considered good	20,497.82	18,118.89
Considered doubtful	869.06	693.13
	21,366.88	18,812.02
Less: Allowance for bad and doubtful debts (expected credit loss allowance)*	(869.06)	(693.13)
Total	20,497.82	18,118.89

*Movement in the allowance for bad and doubtful receivables (expected credit loss allowance). Also refer Note 42 (iii).

	(` in Lakh)
	Amount
Balance as at April 1, 2017	583.38
Add : Created during the year	132.55
Less : Released during the year	(22.80)
Balance as at March 31, 2018	693.13
Add : Created during the year	181.42
Less : Released during the year	(5.49)
Balance as at March 31, 2019	869.06

11. Cash and cash equivalents

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Balances with banks
On current accounts	1,407.54	1,276.62
Cash on hand	9.44	2.98
Total	1,416.98	1,279.60

12. Other bank balances

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Balances with Banks - Earmarked for Unpaid Dividend	-	1.01
Fixed Deposits with Banks	4,423.26	4,850.00
Total	4,423.26	4,851.01

13. Loans

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Loans to Related Parties - refer note 36 (c)
Unsecured, Considered Good	8,982.71	8,980.09
Other Loans & Advances
Unsecured, Considered Good	5.94	62.33
Total	8,988.65	9,042.42

Disclosure required by SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

Loans and advances in the nature of loans given to the subsidiary:

				(` in Lakh)
		Loans Outstanding as at		Maximum amount outstanding during the year ended on
	As at March 31, 2019	As at March 31, 2018	As at March 31, 2019	As at March 31, 2018
Nitco Realties Pvt. Ltd.	7,038.59	7,038.22	7,038.59	15,234.12
New Vardhman Vitrifi ed Pvt. Ltd.	1,941.87	1,941.87	1,941.87	1,941.87
Meghdoot Properties Pvt. Ltd.	0.57	-	0.57	-
Maxwealth Properties Pvt Ltd	0.57	-	0.57	-
Feel Better Housing Pvt. Ltd.	0.57	-	0.57	-
Silver-Sky Real Estates Pvt Ltd	0.55	-	0.55	-

14. Other fi nancial assets

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Security Deposits	1,397.86	1,413.76
Others (Unsecured considered good unless otherwise stated)	38.49	34.64
Total	1,436.35	1,448.40

15. Other current assets

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Balance with statutory authorities	3,300.26	3,026.82
Advances for supply of goods and rendering of services	1,883.49	2,230.72
Prepaid expenses/Other Receivables	224.17	209.28
Other Assets	156.52	167.10
Total	5,564.44	5,633.92

16. Equity share capital

	As at March 31, 2019			As at March 31, 2018
	Nos.	`in Lakh \| Nos. \|` in Lakh
Authorised:
Equity Shares:
Equity shares of `10/- each	8,00,00,000	8,000.00	8,00,00,000	8,000.00
Preference Shares:
Redeemable Preference Shares of `10 each	15,00,00,000	1,50,00.00	15,00,00,000	1,50,00.00
Issued, Subscribed and Paid-up
Equity Shares:
Equity shares of `10/- each	7,18,58,955	7,185.90	7,18,58,955	7,185.90
Total	7,18,58,955	7,185.90	7,18,58,955	7,185.90

A. Reconciliation of the shares outstanding at the beginning and at the end of the year

				(` in Lakh)
		As at March 31, 2019		As at March 31, 2018
	No of shares	Amount	No of shares	Amount
At the beginning of the year	7,18,58,955	7,185.90	5,46,99,338	5,469.93
Issued during the year	-	-	1,71,59,617	1,715.97
Outstanding at the end of the year	7,18,58,955	7,185.90	7,18,58,955	7,185.90

NITCO LIMITED

B. Following shareholders hold equity shares more than 5% of the total equity shares of the Company:

				(` in Lakh)
		As at March 31, 2019		As at March 31, 2018
	Number of shares held having face value of `10 each \| % of holding in<br>class \| Number of<br>shares held<br>having face<br>value of<br>`10 each	% of holding in class
Aurella Estates And Investments Pvt Ltd	2,56,76,949	35.73%	2,56,76,949	35.73%
Vivek Prannath Talwar	63,23,669	8.80%	63,23,669	8.80%
JM Financial Asset Reconstruction Company	1,71,59,617	23.88%	1,71,59,617	23.88%

C. Terms/Rights attached to equity shares

The Company has only one class of equity shares having par value of ` 10/- per share. Each holder of the equity share is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

17. Share warrants

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
6131745 Warrants (convertible into Equity) of `10/- each 25% paid up	1,750.00	1,750.00
Total	1,750.00	1,750.00

During F.Y. 2017-18, Company issued 61,31,745 Convertible Warrants (the "Warrants") at an issue price of 114.16 per warrant to JMFARC, entitling the Warrant Holder to apply for and get allotted one Equity Share of the face value of 10/- each fully paid-up at a premium of 104.16 against each Warrant within a period of 18 months from the date of allotment of Warrants. 1750 lakhs, being 25% of the consideration of total the Warrants issued, was received by the company before allotment of the Warrants and the balance consideration i.e. 75% is payable at the time of exercise of option of conversion against each such warrant.

18. Other equity

		(` in Lakh)
		Amount
a)	Capital Reserve
	As at April 1, 2017	125.68
	Changes during the year	-
	As at March 31, 2018	125.68
	Changes during the year	-
	As at March 31, 2019	125.68
b)	Securities Premium Reserve
	As at April 1, 2017	35,471.47
	Changes during the year	7,119.86
	As at March 31, 2018	42,591.33
	Changes during the year	-
	As at March 31, 2019	42,591.33
c)	Capital Redemption Reserve
	As at April 1, 2017	965.00
	Changes during the period	-
	As at March 31, 2018	965.00
	Changes during the period	-
	As at March 31, 2019	965.00

Standalone Financial Statements

		(` in Lakh)
		Amount
d)	General Reserve
	As at April 1, 2017	3,846.91
	Changes during the period	-
	As at March 31, 2018	3,846.91
	Changes during the period	-
	As at March 31, 2019	3,846.91
e)	Retained Earnings
	As at April 1, 2017	(59,300.61)
	Profi t/(Loss) for the year 2017-18	19,236.79
	Less: Transfer to general reserve	-
	As at March 31, 2018	(40,063.82)
	Profi t/(Loss) for the year 2018-19	(4,675.37)
	Less: Transfer to general reserve	-
	As at March 31, 2019	(44,739.19)
	Total other equity
	As at March 31, 2019	2,789.73
	As at March 31, 2018	7,465.10

19. Borrowings

	As at March 31, 2019	As at March 31, 2018
Redeemable Non-Convertible Preference Shares (refer Note-i)	15000.00	15000.00
Redeemable Non-convertible Debentures (refer Note-ii)	5000.00	5000.00
Term Loan (secured)
From Banks / Financial Institutions		-
From Others	54,252.25	61,365.62
Long term maturities of fi nance lease	60.02	32.17
Total	74,312.27	81,397.79

i. Since the preference shares and debentures have been allotted consequent to restructuring of the company's debt, there is no active market available for the aforesaid fi nancial instruments, therefore the Company has not re-measured Redeemable Non-convertible Preference Shares and Redeemable Non Convertible debenture.

ii. During F.Y. 2017-18, based on the Techno Economic Viability (TEV) study conducted by MITCON and its fi ndings thereof, the debt of the Company was required to be restructured to a sustainable level to ensure continuity of business resulting in long-term growth benefi cial for all stakeholders. Accordingly a restructuring plan was drawn followed by a business plan reviewed by a reputed fi nancial and tax consultancy fi rm. Pursuant to the same the restructuring was implemented as per which loans have been converted into term loans. The Company is negotiating a similar settlement agreement with other lender(s), Pending negotiations no further adjustments have been made.

(` in Lakh)

Type of loan		Loan outstanding as on 31.3.2019		Rate of	Repayment terms	Security Guarantee
	current Non	Current	Total	interest
Term loans assigned to JM Financial Asset Reconstruction Company Limited
Term loans Facility 1 (secured)	19,615.10	2,000.00	21,615.10	9%	20 structured quarterly installments commencing from F.Y. 2019	First ranking pari passu charge on all of the fi xed of the and immovable) movable assets (both 
Term loans Facility 2 (secured)	20,605.00	7,999.72	28,604.72	9%	Repayable from the proceeds of sale of identifi ed assets over a period of fi ve years commencing from F.Y. 2018	Hypothecation of current assets including trade receivables, cash fl ow from windmill and trademarks of the Company Company 
Others	14,032.15	-	14,032.15	-	after fulfi llment of certain conditions. settled be will loan The	Pledge of shares held by promoters in Nitco Limited and six associate companies, 
Preference Shares Non-Convertible Redeemable	15,000.00	-	15,000.00	% 0.1	Preference Shares shall be repaid at par in 8 equal annual installments of date end ff ective the e 10 years from the from February 28, 2018. commencing	& Investments Pvt. Ltd. in Nitco Limited, shares held by Nitco Realties Pvt. Ltd. in one of its subsidiary company and shares held by Nitco Limited in New Estate Aurella by Vardhman Vitirfi ed Pvt. Ltd. held shares of Pledge 
Non-convertible Redeemable Debentures	5,000.00	-	5,000.00	5%	The Debenture shall be redeemed at ff ective the end of 10 years from the e date (i.e. February 28, 2018).	Personal guarantee of Promoters Mr. Vivek Talwar and Corporate Guarantee by six subsidiary/fellow Negative lien on Non-Core Assets of the Company subsidiary/associate companies  
Total (A)	74,252.25	9,999.72	84,251.97
Term loans not assigned to JM Financial Asset Reconstruction Company Limited
Loan from Financial institutions - Term Loan	-	1,666.67	1,666.67	11.25%	32 structured quarterly installments commencing from June 30, 2014 as prescribed in approved CDR package	Pari passu fi rst charge on the fi xed assets of Alibaug plant, and pari passu second charge on Silvassa Plant and also pari passu second charge on the current assets of the
Loan from Financial institutions - FITL	-	237.96	237.96	10.75%	24 structured quarterly installments commencing from June 30, 2014 as prescribed in approved CDR package	Company. Further, secured by personal guarantee by promoters and pledge of shares by promoters.
Term loan from Bank	-	101.71	101.71	3M LIBOR Plus 2.60%	12 structured quarterly installments commencing from March 31, 2015.	Pari passu charge on Silvassa Plant and guaranteed by promoters

NITCO LIMITED

Type of loan		Loan outstanding as on 31.3.2019		Rate of	Repayment terms	Security Guarantee
	current Non	Current	Total	interest
Vehicle Loans	60.02	48.69	108.71		Equated monthly installments as per specifi c repayment schedule predetermined in case of each vehicle loan.	underlying of hypothecation company owned vehicles. the against Secured
Total (B)	60.02	2,055.03	2,115.05
Grand Total (A+B)	74,312.27	12,054.75	86,367.02
lender(s). i.						JMFARC representing 98% of the Company's debt has restructured the debt of the Company on sustainable basis vide their sanction letter dated January 23, 2018. Based on the agreement entered into with JMFARC the debts of the Company have been reclassifi ed. The Company is negotiating a similar settlement agreement with the other

ii. Loans from Lenders are secured against the mortgage of fi xed assets of the Company, hypothecation of present and future stocks of raw materials, stock-in-process, fi nished goods, stock-in-trade, stores and spares, consumables, book debts and against collateral securities and personal guarantee given by promoters and related parties.

20. Provisions

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Provision for employee benefi ts	179.26	189.96
Total	179.26	189.96

21. Income taxes

In view to accumulated losses, no provision for tax has been made for the year.

22. Trade payables

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Trade payables
- total outstanding dues of micro and small enterprises	2,200.30	1,193.51
- total outstanding dues of creditors other than micro and small enterprises	16,666.03	13,905.79
Total	18,866.33	15,099.30

Notes:

I. Disclosure with respect to related party transactions is given in note 36.

II. Micro and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the information available with the Company and the required disclosures are given below:

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year
- Principal amount due and remaining unpaid	2,200.30	1,193.51
- Interest due and unpaid on the above amount	-	-
Interest paid by the Company in terms of section 16 of the Micro, Small and Medium enterprises Act, 2006	-	-
Payment made beyond the appointed day during the year	-	-
Interest due and payable for the period of delay	-	-
Interest accrued and remaining unpaid	-	-
Amount of further interest remaining due and payable	-	-

23. Other fi nancial liabilities

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Current maturities of long term debt	12,054.75	3,626.03
Deposits received	846.35	786.05
Other Advances	461.62	272.52
Amount payable to capital creditors	66.50	60.71
Interest accrued but not due on borrowings	21.23	-
Unclaimed dividends	-	1.01
Total	13,450.45	4,746.32

24. Other current liabilities

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Other payable	6,440.08	6,905.98
Total	6,440.08	6,905.98

25. Provisions

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Provision for Leave Encashment	87.70	82.34
Provision for Gratuity	245.56	237.59
Total	333.26	319.93

26. Revenue from operations

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Sales
Tiles & Related products	58,760.07	57,337.69
Real estate	-	2,958.81
	58,760.07	60,296.50
Other operating revenues
Labour charges	96.74	181.29
Lease rental	63.41	40.24
Other Operating income	116.39	54.54
	276.54	276.07
Total	59,036.61	60,572.57

27. Other income

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Rent Received	32.69	35.92
Miscellaneous income	126.59	89.32
Total	159.28	125.24

28. Cost of material consumed

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Body Material	2,086.12	1,404.97
Glaze Material	1,521.93	1,919.03
Marble blocks/slabs	7,114.03	6,213.99
Packing Material	909.02	993.95
Others (Real Estate)	-	2,417.94
Total	11,631.10	12,949.88

29. Changes in inventories of fi nished goods, stock in trade and work-in-progress

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Stock in Trade - Opening	149.92	743.53
Stock in Trade - Closing	488.25	149.92
	(338.33)	593.61
Work in Progress - Opening	364.94	381.30
Work in Progress - Closing	221.14	364.94
	143.80	16.36
Finished Goods (Mfg.) - Opening	10,490.15	12,229.33
Finished Goods (Mfg.) - Closing	10,790.16	10,490.15
	(300.01)	1,739.18
Total Change in Inventories	(494.54)	2,349.15

30. Employee benefi ts expense

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Salaries, wages and amenities	7,578.01	7,425.00
Contribution to provident fund and other funds	456.48	435.68
Staff welfare expenses	223.44	220.77
Total	8,257.93	8,081.45

31. Finance costs

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Interest on debt and borrowings	1,841.22	788.35
Other fi nancial charges	71.31	85.04
Applicable net gain/loss on foreign currency transactions and translation	64.84	(27.89)
Total	1,977.37	845.50

JMFARC representing 98% of the Company's debt has restructured the debt of the Company on sustainable basis. Based on the sanction received from JMFARC the debts of the Company have been reclassifi ed. The Company is negotiating a similar settlement agreement with the other lender(s). Pending negotiation no further adjustments have been made.

32. Depreciation and amortisation expense

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Depreciation of property, plant and equipment (refer note 3)	3,103.50	7,210.48
Amortisation of intangible Assets (refer note 4)	5.25	32.39
Amortisation of other assets	3.05	3.00
Total	3,111.80	7,245.87

33. Other expenses

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Other Manufacturing Expenses
*Power and fuel	4,775.82	4,582.96
Consumption of stores and spare parts.	891.68	888.75
	5,667.50	5,471.71
Repairs and Maintenance
Buildings	45.20	47.72
Machinery	260.33	224.16
Others Repairs & Maintenance	168.22	281.78
	473.75	553.66
Administrative Expenses
Rent Rates and Taxes	591.00	786.32
Electricity Charges Offi ce & Depot	127.23	134.76
Processing Charges Mosaico/Marble	156.97	144.72
Water Charges	9.72	9.52
Postage and Telephone	141.00	161.44
Printing and Stationery	16.54	17.89
Insurance	265.26	147.83
Legal and Professional Fees	318.27	276.25
Traveling & Conveyance Expenses	1,026.73	948.74
Audit Fees	10.00	14.35
Hire Charges	191.19	182.23
Security Charges	124.77	122.38
Miscellaneous Expenses	178.01	272.27
	3,156.69	3,218.70
Selling and distribution expenses
Advertisement & Sales Promotion Expenses	1,277.13	1,260.40
Freight Forwarding & Distribution Expenses	1,653.36	1,657.87
C&F Charges	230.88	299.85
Provision for Doubtful Debts	175.94	52.41
Bad Debts	29.49	106.09
	3,366.80	3,376.62
Total	12,664.74	12,620.69

*The company has windmills located within the State of Maharashtra where the power generated is sold to MSEDCL. During the year the company has sold power to MSEDCL amounting to 662.12 lakhs (previous year 569.33 lakhs) and the same has been netted out against power purchased from MSEDCL for its plant located at Alibaug, Maharashtra. The power generated through windmills was sold to MSEDCL under 13 year Power Purchase Agreement which has expired on March 22, 2019. Post expiry of Power Purchase Agreement, generation from windmill may be used for Captive consumption/Sale under Power Purchase Agreement with MSEDCL as may be permitted under the prevailing government policy.

34. Components of other comprehensive income (OCI)

The disaggregation of changes to OCI by each type of reserve in equity is shown below:

During the year ended March 31, 2019

		(` in Lakh)
	Retained Earnings	Total
Remeasurement gains (losses) on defi ned benefi t plans	15.27	15.27
Income tax eff ect	-	-
Total	15.27	15.27

During the year ended March 31, 2018

		(` in Lakh)
	Retained Earnings	Total
Remeasurement gains (losses) on defi ned benefi t plans	(20.49)	(20.49)
Income tax eff ect	-	-
Total	(20.49)	(20.49)

35. Earnings per share (EPS)

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Profi t/ (Loss) for the year (`)	(4,675.37)	19,236.79
Equity shares at the beginning of the year (nos.)	718.59	546.99
Equity shares issued during the year	-	171.60
Equity shares at the end of the year (nos.)	718.59	718.59
Weighted average equity shares for the purpose of calculating basic earnings per share (nos.)	718.59	558.75
Weighted average equity shares for the purpose of calculating diluted earnings per share (nos.)	718.59	558.75
Earnings per share-basic (face value of `10/- each) (`)	(6.51)	34.43
Earnings per share-diluted (face value of `10/- each) (`)	(6.51)	34.43

36. Related party disclosures as required by IND As 24 "Related Party Disclosures" are given below:

(A) List of related parties

I. Entities substantially owned directly or indirectly by the Company, irrespective of whether transactions have occurred or not.

Particulars	Country of Incorporation		% age of ownership interest either directly or through subsidiaries
		As at March 31, 2019	As at March 31, 2018
Subsidiaries
New Vardhman Vitrifi ed Pvt. Ltd.	India	51	51
Nitco Realties Private Limited	India	100	100
Nitco Holdings HK Company Ltd.	Hong Kong	100	100
Fellow Subsidiaries
Maxwealth Properties Pvt. Ltd.	India	100	100
Meghdoot Properties Pvt. Ltd.	India	100	100
Roaring - Lion Properties Pvt. Ltd.	India	100	100
Feel Better Housing Pvt. Ltd.	India	100	100

Standalone Financial Statements

Particulars	Country of Incorporation		% age of ownership interest either directly or through subsidiaries
		As at March 31, 2019	As at March 31, 2018
Quick-Solution Properties Pvt. Ltd.	India	100	100
Silver-Sky Real Estates Pvt. Ltd.	India	100	100
Opera Properties Pvt. Ltd.	India	100	100
Ferocity Properties Pvt. Ltd.	India	100	100
Glamorous Properties Pvt. Ltd.	India	75	75
Nitco IT Parks Pvt. Ltd.	India	100	100
Nitco Aviation Pvt. Ltd.	India	100	100
Aileen Properties Pvt. Ltd.	India	100	100

II. Enterprise owned by Key Management Personnel or major shareholders of the reporting enterprise and enterprises that have a member of key management in common with the reporting enterprise with whom transactions have taken place:

Entity having signifi cant infl uence over the Company

Aurella Estate & Investment Pvt. Ltd. Mr. Vivek Talwar - Chairman & Managing Director

Key Management Personnel (KMP)

Mr. Vivek Talwar - Chairman & Managing Director

Relative of Key Management Personnel (KMP)

Anjali Talwar - Wife Rohan Talwar - Son Poonam Talwar - Sister

Post - employment benefi t plans

Nitco Limited Employees Group Gratuity Schemes Nitco Tiles Ltd. Superannuation Fund

Entities where control / signifi cant infl uence by KMPs and their relatives exists and with whom transaction have taken place.

Eden Garden Builders Pvt. Ltd. Enjoy Builders Pvt. Ltd. Lavender Properties Pvt. Ltd. Prakalp Properties Pvt. Ltd. Rang Mandir Builders Pvt. Ltd. Usha Kiran Builders Pvt. Ltd. Saisha Trading LLP IB Hospitality Pvt. Ltd. Glamorous Properties Pvt. Ltd. Watco Trading Pvt. Ltd. Watco Engineering Pvt. Ltd. Nitco Tiles & Marble Industries (Andhra) Pvt. Ltd Nitco Sales Corporation Delhi Nitco Tiles Sales Corporation Northern India Tiles Sales Corporation

Transactions			Year ended March 31, 2019					Year ended March 31, 2018
	Subsidiaries	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total	subsidiaries	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total
Sale of Goods
Poonam Talwar			-		-			19.66		19.66
New Vardhman Vitrifi ed Pvt. Ltd.	0.54				0.54	-				-
Other Income
Nitco Holdings HK Company Ltd.	-				-	5.22				5.22
Purchase of Traded Goods
New Vardhman Vitrifi ed Pvt. Ltd.	6,166.57				6,166.57	13,890.16				13,890.16
Power & fuel expenses
Saisha Trading LLP			397.47		397.47			394.71		394.71
Other Expenses
IB Hospitality Pvt. Ltd.			3.01		3.01			14.37		14.37
Nitco Holdings HK Company Ltd.	0.64				0.64	-				-
Directors Sitting Fees
Pradeep Saxena		2.35			2.35		2.80			2.80
Sharath Padmanabh Bolar		2.35			2.35		2.80			2.80
Bharti Pradeep Dhar		1.35			1.35		1.80			1.80
Vivek Grover		0.60			0.60		-			-
Samir Chawla		0.60			0.60		-			-
Rent Paid
Eden Garden Builders Pvt. Ltd.			3.18		3.18			3.18		3.18
Enjoy Builders Pvt. Ltd.			4.37		4.37			4.37		4.37
Lavender Properties Pvt. Ltd.			3.16		3.16			3.16		3.16
Prakalp Properties Pvt. Ltd.			3.02		3.02			3.02		3.02
Rang Mandir Builders Pvt. Ltd.			4.18		4.18			4.18		4.18

NITCO LIMITED

B) Transactions with related parties

Transactions			Year ended March 31, 2019					Year ended March 31, 2018
	Subsidiaries	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total	subsidiaries	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total
Usha Kiran Builders Pvt. Ltd.			3.16		3.16			3.16		3.16
Rent Received
Saisha Trading LLP			2.83		2.83			2.81		2.81
Loans & Advances Given
Meghdoot Properties Pvt. Ltd.	0.57				0.57	-				-
Maxwealth Properties Pvt. Ltd.	0.57				0.57	-				-
Feel Better Housing Pvt. Ltd.	0.57				0.57	-				-
Silver-Sky Real Estates Pvt. Ltd.	0.55				0.55	-				-
Loans & Advances Returned/ Adjusted
Nitco Realties Pvt. Ltd.	0.37				0.37	8195.89				8195.89
Aurella Estate & Investment Pvt. Ltd.			-		-			788.00		788.00
Nitco Paints Pvt. Ltd.			55.00		55.00			-		-
Loans & Advances Received
Aurella Estate & Investment Pvt. Ltd.			-		-			788.00		788.00
Nitco Paints Pvt. Ltd.			55.00		55.00			-		-
Interest on loans paid/payable
Aurella Estate & Investment Pvt. Ltd.			-		-			8.08		8.08

Transactions			Year ended March 31, 2019					Year ended March 31, 2018
	Subsidiaries	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total	subsidiaries	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total
Amount Receivable/(Payable)
Nitco Realties Pvt. Ltd.	7,038.59				7,038.59	7,038.22				7,038.22
New Vardhman Vitrifi ed Pvt. Ltd	1,941.87				1,941.87	1,941.87				1,941.87
Meghdoot Properties Pvt. Ltd.	0.57				0.57	-				-
Maxwealth Properties Pvt. Ltd	0.57				0.57	-				-
Feel Better Housing Pvt. Ltd.	0.57				0.57	-				-
Silver-Sky Real Estates Pvt. Ltd.	0.55				0.55	-				-
Saumya Buildcon Pvt. Ltd.			995.99		995.99			995.99		995.99
Eden Garden Builders Pvt. Ltd.			150.00		150.00			150.00		150.00
Enjoy Builders Pvt. Ltd.			205.00		205.00			205.00		205.00
Lavender Properties Pvt. Ltd.			150.00		150.00			150.00		150.00
Prakalp Properties Pvt. Ltd.			145.00		145.00			145.00		145.00
Rang Mandir Builders Pvt. Ltd.			200.00		200.00			200.00		200.00
Usha Kiran Builders Pvt. Ltd.			150.00		150.00			150.00		150.00
New Vardhman Vitrifi ed Pvt. Ltd.	(220.82)				(220.82)	(1,707.18)				(1,707.18)
Eden Garden Builders Pvt. Ltd.			(15.81)		(15.81)			(13.21)		(13.21)
Enjoy Builders Pvt. Ltd.			(25.01)		(25.01)			(21.42)		(21.42)
Lavender Properties Pvt. Ltd.			(19.59)		(19.59)			(17.01)		(17.01)
Prakalp Properties Pvt. Ltd.			(18.09)		(18.09)			(15.62)		(15.62)
Rang Mandir Builders Pvt. Ltd.			(26.02)		(26.02)			(22.61)		(22.61)
Usha Kiran Builders Pvt. Ltd.			(19.43)		(19.43)			(16.85)		(16.85)
Saisha Trading LLP			(390.13)		(390.13)			(394.58)		(394.58)
IB Hospitality Pvt. Ltd.			(0.11)		(0.11)			(0.01)		(0.01)
Pradeep Saxena		-			-		(0.27)			(0.27)

NITCO LIMITED

Transactions			Year ended March 31, 2019					Year ended March 31, 2018
	Subsidiaries	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total	subsidiaries	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total
Sharath Padmanabh Bolar		-			-		(0.27)			(0.27)
Bharti Pradeep Dhar		-			-		(0.27)			(0.27)
Glamorous Properties Pvt. Ltd.			(0.02)		(0.02)			(0.02)		(0.02)
Watco Trading Private Limited			(115.70)		(115.70)			(115.70)		(115.70)
Watco Engineering Pvt. Ltd.			(23.40)		(23.40)			(23.40)		(23.40)
Nitco Tiles & Marble Industries (Andhra) Pvt. Ltd.			1.00		1.00			1.00		1.00
Nitco Sales Corporation Delhi			(0.02)		(0.02)			(0.02)		(0.02)
Nitco Tiles Sales Corporation			(0.23)		(0.23)			(0.23)		(0.23)
Northern India Tiles Sales Corporation			(1.73)		(1.73)			(1.73)		(1.73)
Poonam Talwar			9.19		9.19			15.12		15.12
Guarantee Received
Promoter Group		86,258.31			86,258.31		86,258.31			86,258.31
Subsidiary companies	86,258.31				86,258.31	86,258.31				86,258.31
Investment
Nitco Realties Pvt. Ltd.	694.59				694.59	694.59				694.59
Nitco Holdings HK Company Ltd.	-				-	0.64				0.64
New Vardhman Vitrifi ed Pvt. Ltd.	2,040.13				2,040.13	2,040.13				2,040.13

37. Employee benefi t plans

a) Defi ned Contribution Plans

Retirement benefi ts in the form of provident fund, superannuation fund and national pension scheme are defi ned contribution schemes. The Company's contribution to the provident fund, superannuation fund and national pension scheme is 353.76 Lakh for the year ended March 31, 2019 (March 31, 2018 315.81 Lakh)

b) Defi ned benefi t Plan

The Company has an obligation towards gratuity, a defi ned benefi t retirement plan covering eligible employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment of an amount equivalent to 15 days payable for each completed year of service or part thereof in excess of six months in terms of Gratuity scheme of Company or as per payment of the Gratuity Act, whichever is higher. Vesting occurs upon completion of fi ve years of service. The Gratuity plan for the Company is a defi ned benefi t scheme where annual contributions are deposited to an insurer to provide gratuity benefi ts by taking a scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/liability in the books of accounts on the basis of actuarial valuation as per the projected unit credit method. Plan assets also include investments and bank balances used to deposit premiums until due to the insurance company.

The actuarial valuation of plan assets and the present value of defi ned benefi t obligation were carried out at March 31, 2019 by the certifi ed actuarial valuer. The present value of the defi ned benefi t obligation, related current service cost and past service cost were measured.

A. Movements in present value of defi ned benefi t obligation

		(` in Lakh)
	March 31, 2019	March 31, 2018
Defi ned benefi t obligation at the beginning of the year	820.82	724.56
Current service cost	78.41	74.63
Interest Expense or Cost	59.06	49.23
Past Service Cost	-	14.38
Benefi ts paid	(56.67)	(62.80)
Actuarial (gain)/ loss	(17.00)	20.82
Defi ned benefi t obligation at the end of the year	884.62	820.82

B. Movements in the fair value of plan assets

		(` in Lakh)
	March 31, 2019	March 31, 2018
Fair value of plan assets at the beginning of the year	583.22	599.92
Investment income	41.97	40.77
Contribution by employer	72.28	1.91
Benefi ts paid	(56.67)	(59.74)
Expected Interest Income on plan assets	(1.74)	0.36
Fair value of plan assets at the end of the year	639.06	583.22

C. Amount recognized in the balance sheet

		(` in Lakh)
	March 31, 2019	March 31, 2018
Fair value of plan assets	884.62	820.82
Defi ned benefi t obligation	639.06	583.22
Net Asset/ (Liability) recognised in the Balance Sheet	(245.56)	(237.60)
Eff ects of Asset Ceiling, if any	-	-
Amount recognised in the Balance Sheet	(245.56)	(237.60)

D. Amount recognised in Statement of Profi t and Loss

		(` in Lakh)
	March 31, 2019	March 31, 2018
Current service cost	78.41	74.63
Past service cost	-	14.38
Net Interest Cost / (Income) on the Net Defi ned Benefi t Liability / (Asset)	17.09	8.46
Amount recognised in Statement of Profi t and Loss	95.50	97.47

E. Amount recognised in Other Comprehensive Income

		(` in Lakh)
	March 31, 2019	March 31, 2018
Actuarial changes arising from changes in demographic assumptions	(6.02)	7.96
Actuarial changes arising from changes in fi nancial assumptions	5.32	(12.01)
Experience adjustments	(16.29)	21.81
Return on plan assets, excluding amount recognized in net interest expense	1.75	2.73
Amount recognised in Other Comprehensive Income	(15.27)	20.49

F. The major categories of plan assets of the fair value of the total plan assets are as follows:

Gratuity	March 31, 2019	March 31, 2018	April 1, 2017
Investment Details	Funded	Funded	Funded
Funds managed by Insurer	100%	100%	100%

G. The principal assumptions used in determining gratuity liability for the Company's plans are shown below:

	March 31, 2019	March 31, 2018
Discount rate (per annum)	7.00%	7.20%
Salary growth rate (per annum)	5.00%	5.00%
Retirement age	60 for PI	60 for PI
	employees and	employees and
	58 for rest of	58 for rest of
	the employees	the employees

H. A quantitative sensitivity analysis for signifi cant assumption as at March 31, 2019 is as shown below:

				(` in Lakh)
			March 31, 2019	March 31, 2018
Defi ned Benefi t Obligation (Base)			884.62	820.82
	March 31, 2019		March 31, 2018
	Decrease	Increase	Decrease	Increase
Discount Rate (- / + 1%)	916.45	854.98	846.91	796.30
(% change compared to base due to sensitivity)	3.6%	-3.4%	3.2%	-3.0%
Salary Growth Rate (- / + 1%)	854.76	915.98	795.84	846.78
(% change compared to base due to sensitivity)	-3.40%	3.50%	-3.0%	3.2%
Attrition Rate (- / + 50% of attrition rates)	857.59	895.62	792.93	831.50
(% change compared to base due to sensitivity)	-3.10%	1.20%	-3.4%	1.3%
Mortality Rate (- / + 10% of mortality rates)	884.53	884.71	820.75	820.89
(% change compared to base due to sensitivity)	0.0%	0.0%	0.0%	0.0%

Please note that the sensitivity analysis presented above may not be representative of the actual change in the defi ned benefi t obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The following payments are expected contributions to the defi ned benefi t plan in future years (In absolute terms i.e. undiscounted):

		(` in Lakh)
	March 31, 2019	March 31, 2018
Within the next 12 months (next annual reporting period)	314.57	261.88
Between 2 and 5 years	471.61	531.82
Between 6 and 10 years	261.79	197.47
Beyond 10 years	111.45	59.91

38. Disclosure pursuant to Ind AS 108 "Operating Segment"

The Company's operating segments are established on the basis of those components of the Company that are evaluated regularly by the Executive Committee (the 'Chief Operating Decision Maker' as defi ned in Ind AS 108 - 'Operating Segments'), in deciding how to allocate resources and in assessing performance. These have been identifi ed taking into account nature of products and services, the diff ering risks and returns and the internal business reporting systems.

The Company has two principal operating and reporting segments; viz. Tiles and related products and Real Estate.

The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting.

a. Revenue and Expenses have been identifi ed to a segment on the basis of relationship to operating activities of the segment. Revenue and Expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocable".
b. Segment Assets and Segment Liabilities represent Assets and Liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as "Unallocable".

			(` in Lakh)
		As at March 31, 2019	As at March 31, 2018
1	Net sales / Income from operations
	- Tiles and other related products	58,973.20	57,573.51
	- Real estate	63.41	2,999.06
	Total Revenue	59,036.61	60,572.57
2	Segment results
	- Tiles and other related products	(2,741.41)	(7,234.68)
	- Real estate	28.14	516.21
	Total Segment Profi t/(Loss)	(2,713.27)	(6,718.47)
	Interest and other fi nancial cost	1,977.37	845.50
	Exceptional items	-	(24,786.41)
	Profi t /(Loss) Before Tax	(4,690.64)	17,222.44
	Other Comprehensive Income	15.27	(20.49)
	Total Comprehensive Income	(4,675.37)	17,201.95
	Provision for current tax/ Deferred Tax	-	(2,034.84)
	Profi t /(Loss) After Tax	(4,675.37)	19,236.79
3	Capital Employed

		Segment Asset	Segment Liabilities
	As at March 31, 2019	As at March 31, 2018	As at March 31, 2019	As at March 31, 2018
- Tiles and other related products	92,689.14	91,647.99	26,841.05	23,288.58
- Real estate	26,352.29	26,909.70	194.33	156.93
- Unallocated/ Corporate	6,265.85	6,502.59	-	-
Total Capital Employed	125,307.28	125,060.28	27,035.38	23,445.51

A. Business Segment:

B. Geographical Segment :

Geographical revenues are segregated based on the revenue of the respective clients.

Particulars	India		Rest of the world		Total
	Year ended March 31, 2019	Year ended March 31, 2018	Year ended March 31, 2019	Year ended March 31, 2018	Year ended March 31, 2019	Year ended March 31, 2018
Segment revenue	55,412.07	58,603.19	3,624.54	1,969.38	59,036.61	60,572.57
Carrying cost of Segment assets	124,947.68	1,24,739.53	359.60	320.75	125,307.28	125,060.28
Addition of fi xed assets and tangible assets	814.58	397.55	-	-	814.58	397.55

39. Commitments & Contingencies

(a) Leases

(i) Operating Lease

The Company have entered into a long term lease agreement for land. The Company does not have an option to purchase the leased land at the expiry of the lease period. The unamortised operating lease prepayments as at March 31, 2019 aggregating 130.62 (March 31, 2018 - 133.62 Lakh) is included in other non-current assets.

(ii) Finance Leases

The Company have taken certain vehicles under fi nance lease. Lease term ranges between 3-5 years. There is option to purchase the assets at the end of lease terms. The obligation under fi nance lease are secured by the leased assets. There is no restriction such as those concerning dividends, additional debts and further leasing imposed by the lease agreement. The interest rate underlying all obligations under fi nance leases are fi xed at respective contract dates.

For net carrying amount of assets acquired under fi nance lease as at March 31, 2019. Refer note 3 Property, Plant and Equipment.

Maturity profi le of fi nance lease obligations are as under :

Particulars	Outstanding as at		Future Interest		Future Obligations
	March 31, 2019	March 31, 2018	March 31, 2019	March 31, 2018	March 31, 2019	March 31, 2018
With one year	48.69	50.67	2.56	2.64	51.25	53.31
Later than one year and not later than fi ve years	60.02	32.17	14.07	8.61	74.09	40.78
After fi ve year	-	-	-	-	-	-
Total	108.71	82.84	16.63	11.25	125.34	94.09

(b) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) as March 31, 2019 are 65.42 Lakh (March 31, 2018 - 17.76 Lakh).

(c) Contingent Liabilities

				(` in Lakh)
			As at March 31, 2019	As at March 31, 2018
a)		Bank Guarantee given by the company (refer to note (ii) below)	779.70	480.37
b)	against	Demands against the company not acknowledged as debts and not provided for
	i.	Penalty levied by DGFT, Delhi (refer to note (iii) below)	16,980.00	16,980.00
	ii.	Demand order for unearned income (refer to note (iv) below)	5,105.88	5,105.88
	iii.	In respect of Value added tax, Service Tax, GST, Custom Duty and Income Tax Demands pending before various authorities and in dispute	1,783.26	64.36
c)		Legal matters	268.46	110.34

i. It is not practicable to estimate the timing of cash outfl ows, if any, in respect of matters at (a) to (d) above pending resolution of the arbitration/appellate proceedings.
ii. Expired Bank Guarantees which have not been returned to the company amounting to ` 3,673.77 lakhs have not been included in the above point no. a. above.
iii. The Additional Director General Foreign Trade (ADGFT) had levied penalty of ` 17,000 lakhs for irregular / non fulfi lment of export obligation and the same has been confi rmed by the Appellate Bench of DGFT, New Delhi. The company has been advised that the order is bad in law and accordingly will agitate the matter before the appropriate forum. No provision has been made in the Accounts for the same.
iv. Pursuant to scheme of amalgamation sanctioned by the Hon'ble Bombay High Court with Particle Board India Limited during 2011, a land parcel held by Particle Board India Limited was transferred to the Company. Revenue department has raised a demand for unearned income of ` 5,105.88 Lakh in this regard. The company has fi led a fi led writ petition with the Hon'ble Bombay High Court in respect of same and the writ is pending for hearing.
v. Under the restructuring agreement the Company, after obtaining approval from JMFARC had written back borrowings amounting to ` 40,560.23 Lakh in the F.Y. 2017-18. Under the restructuring agreement JMFARC has the right to revoke in the case of default, all the reliefs and concessions granted to the company.

40. Capital Management

Capital of the Company, for the purpose of capital management, include issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximise shareholders value.

The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short term borrowings. The Company monitors capital using gearing ratio, which is debt divided by total capital plus debt.

			(` in Lakh)
		As at March 31, 2019	As at March 31, 2018
Debt#	A	86,367.01	85,023.82
Cash & cash equivalent	B	5,840.24	6,130.61
Net Debt	C=(A-B)	80,526.77	78,893.21
Equity	D	11,725.63	16,401.00
Net Debt to Equity ratio	E=(C/D)	6.87	4.81

# Debt is defi ned as long term, short term borrowings and current maturities of long term debts and fi nance lease obligations as prescribed in note 19 and also includes interest accrued but not due on borrowings.

41. Financial instruments

The fair value of fi nancial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between the willing parties, other than in a forced or liquidation sale.

The following methods and assumptions have been used to estimate the fair values:

Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other fi nancial institutions approximate their carrying amounts largely due to the short term maturities of these instruments

Financial Instruments with fi xed and variable interest rates are evaluated by the Company based on parameters such as interest rate and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.

Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

There is no fair valuation of fi nancial instruments.

The carrying values of the fi nancial instruments by categories were as follows

				(` in Lakh)
	As at March 31, 2019		As at March 31, 2018
	Carrying Value	Fair Value	Carrying Value	Fair Value
Financial assets at amortised cost:
Cash and cash equivalents (Refer Note 11)	1,416.98	1,416.98	1,279.60	1,279.60
Bank Balances (Refer Note 12)	4,423.26	4,423.26	4,851.01	4,851.01
Trade Receivables (Refer Note 10)	20,497.82	20,497.82	18,118.89	18,118.89
Loans (Refer Note 13)	8,988.65	8,988.65	9,042.42	9,042.42
Other Financial Assets (Refer Note 6 & 14)	3,709.99	3,709.99	3,696.65	3,696.65
Total	39,036.70	39,036.70	36,988.57	36,988.57
Financial assets at fair value through Statement of Profi t and Loss	-	-	-	-
Investments	-	-	-	-
Financial assets at fair value through Other Comprehensive Income:	Nil	Nil	Nil	Nil
Financial liabilities at amortised cost:
Trade Payables (Refer note 22)	18,866.33	18,866.33	15,099.30	15,099.30
Other Financial Liabilities (Refer Note 23)	1,395.70	1,395.70	1,120.29	1,120.29
Borrowings (Refer Note 19, 23)	86,367.02	86,367.02	85,023.82	85,023.82
Total	106,629.05	106,629.05	101,243.41	101,243.41
Financial liabilities at fair value through Statement of Profi t and Loss	Nil	Nil	Nil	Nil
Financial liabilities at fair value through Other Comprehensive Income	Nil	Nil	Nil	Nil

42. Financial risk management objectives

Market risk is the risk of loss of future earnings, fair values or future cash fl ows that may result from a change in the price of a fi nancial instrument. The value of a fi nancial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that aff ect market risk sensitive instruments. Market risk is attributable to all market risk sensitive fi nancial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.

The Company's principal fi nancial liabilities comprise of loan from banks and fi nancial institutions, fi nance lease obligations and trade payables. The main purpose of these fi nancial liabilities is to raise fi nance for the Company's operations. The Company has various fi nancial assets such as trade receivables, cash and short term deposits, which arise directly from its operations.

The main risks arising from Company's fi nancial instruments are foreign currency risk, interest rate risk, credit risk and liquidity risk. The Board of Directors review and agree policies for managing each of these risks.

i. Foreign currency risk

The Company does not have material revenue from overseas operations. However, the entity makes imports of Raw material and capital goods. Further the Company holds monetary assets in the form of investments in currency other than its functional currency i.e. Indian Rupee. Foreign currency risk, as defi ned in Ind AS 107, arises as the value of future transactions, recognised monetary assets and monetary liabilities denominated in other currencies fl uctuate due to changes in foreign exchange rates.

While the company has direct exposure to foreign exchange rate changes on the price of non-Indian Rupee-denominated securities and borrowings. For that reason, the below sensitivity analysis may not necessarily indicate the total eff ect on the Company's net assets attributable to holders of equity shares of future movements in foreign exchange rates. The above risks may aff ect the Company's income and expenses, or the value of its fi nancial instruments. The objective of the Company's management of market risk is to maintain this risk within acceptable parameters, while optimising returns. The following tables demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant.

	% Change			Eff ect on profi t /(Loss) before tax
	in foreign currency rate	USD	EUR	AED	AUD	Total
As at March 31, 2019	+5%	(7.08)	(3.44)	(0.98)	-	(11.51)
	(5%)	7.08	3.44	0.98	-	11.51

As at March 31, 2018	+5%	(16.47)	7.06	(0.92)	0.40	(9.93)
	(5%)	16.47	(7.06)	0.92	(0.40)	9.93

ii. Interest Rate Risk

The Company is exposed to interest rate risk because the Company borrows funds at both fi xed and fl oating interest rates. Interest rate risk can be either fair value interest rate risk or cash fl ow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fi xed interest bearing investments because of fl uctuations in the interest rates, in cases where the borrowings are measured at fair value through Statement of Profi t and Loss. Cash fl ow interest rate risk is the risk that the future cash fl ows of fl oating interest bearing investments will fl uctuate because of fl uctuations in the interest rates.

Exposure to Interest Rate Risk

Interest rate risk of the Company arises from borrowings. The Company endeavor to adopt a policy of ensuring that maximum of its interest rate risk exposure is at fi xed rate. The Company's interest-bearing fi nancial instruments are reported as below:

		(` in Lakh)
	March 31, 2019	March 31, 2018
Fixed Rate Borrowings	84,360.67	82,816.90
Floating Rate Borrowings	2,006.34	2,206.92
Total Borrowing	86,367.01	85,023.82

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting period. For fl oating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year.

A 50 basis point increase or decrease is used for the purpose of sensitivity analysis.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company's profi t before tax for the year ended March 31, 2019 would decrease/increase by 10.03 lakh (for the year ended March 31, 2018: decrease/ increase by 11.03 Lakh)

iii. Credit risk

The Company directly reduces the gross carrying amount of a fi nancial asset when the Company has no reasonable expectations of recovering a fi nancial asset in its entirety or a portion thereof. The amounts of fi nancial assets are net of an allowance for doubtful accounts, estimated by the Company and based, in part, on the age of specifi c receivable balance and the current and expected collection trends. As such, in addition to the age of its Financial Assets, the Company also considers the age of its orders in progress, as well as the existence of any deferred revenue or down payments on orders on the same project or with the same client. The Company has used practical expedient by computing expected credit loss allowance for trade receivable by taking into consideration historical credit loss experience and adjusted for forward looking information. The Company is still pursuing the recovery for the receivable for which allowance made for bad and doubtful debts.

Ageing of current trade receivables (Note 10) considered by the Management for this purpose are as under:

		(` in Lakh)
	March 31, 2019	March 31, 2018
Trade Receivables outstanding for a period exceeding six months from the date they are due for payment.	4,974.28	4,480.05
Other trade receivables	15,523.54	13,638.84
	20,497.82	18,118.89

In addition the Company is exposed to credit risk in relation to the maximum related party credit exposure at March 31, 2019 on account of carrying amount of loans /advances /deposit, trade and other receivables and guarantees is disclosed in note 13 on related party transactions. Based on the creditworthiness of the related parties, fi nancial strength of related parties and its parents and past history of recoveries from them, the credit risk is mitigated. Credit risk relating to unrelating parties is minimised as the Company deals only with reputed parties.

Standalone Financial Statements

Cash and cash equivalents are held with reputable and credit-worthy banks.

iv. Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities by continuously monitoring forecast and actual cash fl ows and matching the maturity profi les of fi nancial assets and liabilities.

Liquidity table:

The following tables detail the Company's remaining contractual maturity for its fi nancial liabilities. The tables have been drawn up based on the cash fl ows of fi nancial liabilities based on the earliest date on which the Company can be required to pay:

							(` in Lakh)
	On demand	< 1 year	1-3 yers	3-5 years	> 5 years	Total	Carrying Amount
Year ended March 31, 2019
Borrowings		12,115.05	14,515.10	25,704.72	34,032.15	86,367.02	86,367.02
Trade payables		18,866.33				18,866.33	18,866.33
Other fi nancial liabilities	846.35	549.35				1,395.70	1,395.70
Total	846.35	31,530.73	14,515.10	25,704.72	34,032.15	1,06,629.05	1,06,629.05
Year ended March 31, 2018
Borrowings	-	3,626.03	14,669.76	32,695.88	34,032.15	85,023.82	85,023.82
Trade payables	-	15,099.30	-	-	-	15,099.30	15,099.30
Other fi nancial liabilities	787.06	333.23	-	-	-	1,120.29	1,120.29
Total	787.06	19,058.56	14,669.76	32,695.88	34,032.15	1,01,243.41	1,01,243.41

43. Research and development expenditure

		(` in Lakh)
Particulars	Year ended March 31, 2019	Year ended March 31, 2018
Revenue expenditure charged to profi t and loss account (incl. depreciation on Property, plant and equipment)	84.92	119.63

44. Balance confi rmation

Balances of sundry debtors, sundry creditors, loans and advances, deposits are subject to confi rmation and reconciliation. Accounts receivables are net of advances.

In terms of our report of even date annexed For and on behalf of the Board

Suraj Nayak	Mahesh Shah	B. G. Borkar	Puneet Motwani
FRN No. 117249W	(DIN: 00043180)	(DIN: 00442471)	(DIN: 07009701)
Chartered Accountants	Chairman & Managing Director	Director	Director
For Nayak & Rane	Vivek Talwar	Bharti Dhar	Sharath Bolar

Partner CEO CFO Company Secretary Membership No.: 049645 (ACS No: 38530)

Place : Mumbai Dated: May 31, 2019

INDEPENDENT AUDITOR'S REPORT

To the Members of NITCO Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated fi nancial statements of NITCO Limited (the Company) (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its 3 subsidiaries together referred to as "the Group"); which comprise the consolidated Balance Sheet as at March 31, 2019, and the consolidated Statement of Profi t and Loss (including Other Comprehensive Income) , the consolidated statement of changes in equity and the consolidated cash fl ows Statement for the year then ended, and notes to the consolidated fi nancial statements, including a summary of signifi cant accounting policies and other explanatory information prepared based on the relevant records (hereinafter referred to as "the Consolidated Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated fi nancial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of aff airs of the Group as at March 31, 2019, and the consolidated total comprehensive income (comprising of profi t and other comprehensive income), consolidated changes in equity and its consolidated cash fl ows for the year then ended.

Basis for Opinion

Emphasis of Matter

We draw your attention to Note 19 of the Consolidated fi nancial statements, regarding borrowing. "Restructuring of company's debt was approved by JMFARC on January 23, 2018. The company is negotiating with LIC for restructuring of its facility (outstanding ` 19.05 crs.) on terms similar to restructuring done by JMFARC. Pending negotiations with LIC no further adjustments in respect of LIC facility has been made.

Pending realisation from sale of non core assets of the Company, there was default in repayment of installments of loans amounting to ` 1101.71 lakhs, which was repayable by March 31, 2019. As such, the Company has classifi ed these dues as Current Liabilities during the year.

Our opinion is not modifi ed in respect of the above matter."

Key Audit Matters

The Key Audit matter	How the matter was addressed in our audit
The Company has adopted Ind AS 115, Revenue from Contracts with Customers ('Ind AS 115') which is the new revenue accounting standard. The application and transition to this accounting	Our audit procedures on adoption of Ind AS 115, Revenue from contracts with Customers ('Ind AS 115'), which is the new revenue accounting standard, include –
standard is complex and is an area of focus in the audit. The revenue standard establishes a comprehensive framework for determining whether, how much and when revenue is recognized. This involves certain key judgments relating to identifi cation of distinct performance obligations, determination of transaction	• Evaluated the design and implementation of the processes and internal controls relating to implementation of the new revenue accounting standard; • Evaluated the detailed analysis performed by management on revenue streams by selecting samples for the existing
price of identifi ed performance obligation, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, the standard mandates robust disclosures in respect of revenue and periods over which the remaining performance	contracts with customers and considered revenue recognition policy in the current period in respect of those revenue streams;
obligations will be satisfi ed subsequent to the balance sheet date.	• Evaluated the changes made to IT systems to refl ect the changes required in revenue recognition as per the new accounting standard;

The Key Audit matter	How the matter was addressed in our audit
The Company adopted Ind AS 115 and applied the available exemption provided therein, to not restate the comparative	• Evaluated the cumulative eff ect adjustments as at 1 April 2018 for compliance with the new revenue standard; and
periods.	• Evaluated the appropriateness of the disclosures provided under the new revenue standard and assessed the completeness and mathematical accuracy of the relevant disclosures.

Other Information

The Holding Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the consolidated fi nancial statements and our auditor's report thereon.

Our opinion on the consolidated fi nancial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated fi nancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated fi nancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these consolidated fi nancial statements in term of the requirements of the Act that give a true and fair view of the consolidated fi nancial position, consolidated fi nancial performance and consolidated cash fl ows, and changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specifi ed in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal fi nancial controls, that were operating eff ectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the consolidated fi nancial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the companies included in the Group are responsible for overseeing the fi nancial reporting process of the Group.

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risk of material misstatement of the consolidated fi nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion , forgery, intentional omissions, misrepresentations, or the override of internal controls.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act , we are also responsible for expressing our opinion on whether the company has adequate internal fi nancial controls with reference to fi nancial statements in place and the operating eff ectiveness of such controls.
Evaluate the appropriateness of managements use of the going concern basis of accounting and , based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signifi cant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the consolidated fi nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the company to cease to continue as a going concern.

NITCO LIMITED

Evaluate the overall presentation, structure and content of the consolidated fi nancial statements, including the disclosures, and whether the consolidated fi nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain suffi cient appropriate audit evidence regarding the fi nancial information of the entities or business activities within the Group to express an opinion on the consolidated fi nancial statements. We are responsible for the direction, supervision and performance of the audit of the fi nancial statements of such entities included in the consolidated fi nancial statements of which we are the independent auditors. For the other entities included in the consolidated fi nancial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most signifi cance in the audit of the consolidated fi nancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulations precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefi ts of such communication.

Other matter

We did not audit the fi nancial statements of fourteen subsidiaries included in the consolidated results included in the Statement, whose fi nancial statements refl ects total assets aggregating Rs. 20,812.98 Lakh, liabilities aggregating Rs. 17,367.06 Lakh as at March 31, 2019, income aggregating Rs. 5,885.81 Lakh and total expenses Rs. 7,327.91 Lakh and Loss before tax Rs. 1,442.10 Lakh for the year ended March 31, 2019, as considered in the consolidated results included in the Statement. These fi nancial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated results included in the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors.

We did not audit the fi nancial statement of one subsidiary namely "NITCO Holdings HK Company Limited", which has closed the business and applied for deregistration to the respective authorities whose total assets aggregating Rs. Nil Lakh, liabilities aggregating Rs. Nil Lakh as at March 31, 2019, as considered in the consolidated results. This fi nancial statement is unaudited and has been furnished to us by the Management of the Company and our opinion on the consolidated fi nancial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on such unaudited fi nancial statement. In our opinion and according to the information and explanations given to us by the Management of the Company, these fi nancial statements/ fi nancial information are not material to the Group.

Our opinion on the consolidated fi nancial statements, and our report on Other Legal and Regulatory Requirements below, is not modifi ed in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the fi nancial statements / fi nancial information certifi ed by the Management.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The consolidated Balance Sheet, the consolidated Statement of Profi t and Loss ( including other comprehensive income), and the consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid consolidated fi nancial statements comply with the Accounting Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors are disqualifi ed as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal fi nancial controls over fi nancial reporting of the Company and the operating eff ectiveness of such controls, refer to our separate Report in "Annexure A".
g. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its fi nancial position in its fi nancial statements Refer Note 40 (c) to the fi nancial statements;
ii. The Company do not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Nayak & Rane

Chartered Accountants

F. R. No.: 117249W

Suraj Nayak

Partner Membership No.: 049645 Place : Mumbai

Date : May 31, 2019

Annexure A to the Independent Auditor's Report

Referred to in paragraph (f) under 'Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

In conjunction with our audit of the consolidated fi nancial statements of NITCO LIMITED ("the Holding Company") as of 31 March 2019, we have audited the internal fi nancial controls with reference to the fi nancial statements of the Holding Company and its subsidiaries, which are incorporated in India as of that date.

Management's Responsibility for Internal Financial Controls

Auditor's Responsibility

102

Meaning of Internal Financial Controls with reference to Financial Statements

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the company;
1. provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company and
1. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material eff ect on the fi nancial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Opinion

For Nayak & Rane

Chartered Accountants

F. R. No.: 117249W

Suraj Nayak Partner Membership No.: 049645 Place : Mumbai Date : May 31, 2019

CONSOLIDATED BALANCE SHEET

as at March 31, 2019

		(Amount in Rupees Lakh, unless otherwise stated)
	Notes	As at	As at
		March 31, 2019	March 31, 2018
ASSETS
Non-current assets
Property, plant and equipment	3	51,377.58	54,474.59
Capital work-in-progress		604.90	428.66
Intangible assets	4	10.72	9.84
Goodwill on consolidation		323.77	323.77
Financial assets
Investments	5	25.15	25.15
Other Financial assets	6	2,273.65	2,248.24
Other non-current assets	7	3,427.00	2,933.72
		58,042.77	60,443.97
Current assets Inventories	8	14,991.56	16,543.06
Inventories - Real Estate	9	19,395.44	19,395.44
Financial assets
Trade receivables	10	20,975.76	20,261.10
Cash and cash equivalents	11	1,593.20	1,806.29
Other bank balances	12	4,423.26	4,851.01
Loans	13	3,862.43	3,912.85
Other fi nancial assets	14	1,612.91	1,625.23
Other current assets	15	5,857.66	5,931.27
		72,712.22	74,326.25
Total Assets		1,30,754.99	1,34,770.22
EQUITY AND LIABILITIES
Equity
Equity share capital	16	7,185.90	7,185.90
Share Warrants	17	1,750.00	1,750.00
Other equity	18	2,236.15	7,586.60
Non-controlling interest		1,060.08	1,700.28
		12,232.13	18,222.78
Liabilities
Non-current liabilities
Financial liabilities
Borrowings	19	74,897.28	81,988.27
Provisions Deferred tax liabilities	20 21	179.26 3.86	189.96 135.24
		75,080.40	82,313.47
Current liabilities
Financial liabilities
Borrowings	22	1,548.98	1,525.03
Trade payables	23	20,709.35	16,612.32
Other fi nancial liabilities	24	14,290.97	6,917.39
Other current liabilities	25	6,553.13	8,816.46
Provisions	26	340.03	362.77
		43,442.46	34,233.97
Total Equity and Liabilities		1,30,754.99	1,34,770.22

The above balance sheet should be read in conjunction with the accompanying notes.

In terms of our report of even date annexed For and on behalf of the Board

For Nayak & Rane Vivek Talwar Bharti Dhar Sharath Bolar

Partner CEO CFO Company Secretary Membership No.: 049645 (ACS No: 38530)

Place : Mumbai Dated: May 31, 2019

Suraj Nayak Mahesh Shah B. G. Borkar Puneet Motwani

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

for the year ended March 31, 2019

		(Amount in Rupees Lakh, unless otherwise stated)
	Notes	Year ended	Year ended
INCOME		March 31, 2019	March 31, 2018
Revenue From Operations	27	59,645.67	61,701.75
Other Income	28	199.89	479.20
Total Income		59,845.56	62,180.95
EXPENSES
Cost of materials consumed	29	13,542.47	18,149.56
Purchase of stock-in-trade		21,501.98	11,957.53
Changes in inventories of fi nished goods, stock in trade and work-in-progress	30	834.51	2,480.09
Excise duty on sale of goods		-	744.46
Employee benefi ts expense	31	8,430.45	8,527.32
Finance costs	32	2,306.61	1,385.53
Depreciation and amortisation expense	33	3,923.00	8,053.48
Other expenses	34	15,443.82	19,485.57
Total Expenses		65,982.84	70,783.54
Profi t before tax before exceptional items		(6,137.28)	(8,602.59)
Exceptional items		-	(24,786.41)
Profi t before tax after exceptional items		(6,137.28)	16,183.82
Tax expense:
Current Tax		(0.18)	-
Deferred Tax		(131.38)	(257.42)
Excess provision of Tax for earlier years written back		-	(2,034.84)
Profi t for the year		(6,005.72)	18,476.08
Other Comprehensive Income
Items that will not be reclassifi ed to profi t & loss in subsequent periods
Re-measurement gains (losses) on defi ned benefi t plans	35	15.27	(20.49)
Income tax eff ect on such items		-	-
Total other comprehensive income, net of tax		15.27	(20.49)
Total comprehensive income for the period, net of tax		(5,990.45)	18,455.59
Profi t for the year attributable to:
Owners of the Company		(5,365.52)	18,889.07
Non-controlling interests		(640.20)	(412.99)
Other comprehensive income for the year attributable to:
Owners of the Company		15.27	(20.49)
Non-controlling interests			-
Total comprehensive income for the year attributable to:
Owners of the Company		(5,350.25)	18,868.58
Non-controlling interests Earnings per equity share (computed on the basis of profi t for the year):		(640.20)	(412.99) -
Basic & Diluted	36	(7.45)	33.77

The above statement of profi t & loss should be read in conjunction with the accompanying notes. In terms of our report of even date annexed For and on behalf of the Board

FRN No. 117249W (DIN: 00043180) (DIN: 00442471) (DIN: 07009701)

Suraj Nayak Mahesh Shah B. G. Borkar Puneet Motwani Partner CEO CFO Company Secretary Membership No.: 049645 (ACS No: 38530)

Place : Mumbai Dated: May 31, 2019

CONSOLIDATED STATEMENT OF CHANGE IN EQUITY

for the year ended March 31, 2019

A. Equity share capital

(` in Lakh)
Amount
5,469.93
1,715.97
7,185.90
-
7,185.90

B. Share warrants

	(` in Lakh)
Particulars	Amount
As at April 1, 2017	-
Changes during the year	1,750.00
As at March 31, 2018	1,750.00
Changes during the year	-
As at March 31, 2019	1,750.00

C. Other equity

Particulars			Reserves and Surplus				Other Comprehensive income	Total
	Capital reserve	Share Premium Account	Capital redemption reserve	General Reserve	Retained earnings / (Losses)	Exchange diff erences on translating the fi nancial statements of foreign operation	Other items of other comprehensive income (Remeasurement of defi ned benefi t obligations	equity
As at April 1, 2018	325.66	42,591.33	966.00	3,846.91	(40,106.83)	0.01	(36.48)	7,586.60
Net income / (loss) for the year	-	-	-	-	(5,365.52)		-	(5,365.52)
Other comprehensive income	-	-	-	-			15.27	15.27
Total comprehensive income	-	-	-	-	(5,365.52)	-	15.27	(5,350.25)
Impact of business combination	(0.19)	-	-	-	-	(0.01)		(0.20)
As at March 31, 2019	325.47	42,591.33	966.00	3,846.91	(45,472.35)	-	(21.21)	2,236.15
As at April 1, 2017	325.66	35,471.47	966.00	3,846.91	(58,995.90)	(0.13)	(15.99)	(18,401.98)
Net income / (loss) for the year	-	-	-	-	18,889.07		-	18,889.07
Other comprehensive income	-	-	-	-			(20.49)	(20.49)
Total comprehensive income	-	-	-	-	18,889.07	-	(20.49)	18,868.58
Share Premium Account	-	7,299.23	-	-	-	-	-	7,299.23
Share issue expenses	-	(179.37)	-	-	-	-	-	(179.37)
Impact of business combination	-	-	-	-	-	0.14		0.14
As at March 31, 2018	325.66	42,591.33	966.00	3,846.91	(40,106.83)	0.01	(36.48)	7,586.60

The above statement of profi t and loss should be read in conjunction with the accompanying notes. In terms of our report of even date annexed For and on behalf of the Board

For Nayak & Rane	Vivek Talwar	Bharti Dhar	Sharath Bolar
Chartered Accountants	Chairman & Managing Director	Director	Director
FRN No. 117249W	(DIN: 00043180)	(DIN: 00442471)	(DIN: 07009701)
Suraj Nayak	Mahesh Shah	B. G. Borkar	Puneet Motwani
Partner	CEO	CFO	Company Secretary

Membership No.: 049645 (ACS No: 38530) Place : Mumbai Dated: May 31, 2019

CONSOLIDATED CASH FLOW STATEMENT

for the year ended March 31, 2019

				(Amount in Rupees Lakhs, unless otherwise stated)
		Year ended March 31, 2019		Year ended March 31, 2018
A.	CASH FLOW FROM OPERATING ACTIVITIES
	Net Profi t before tax		(5,350.25)		18,868.58
	Adjusted for :
	Depreciation & amortisation expense	3,923.00		8,053.48
	(Profi t)/Loss on sale of Property, plant & equipment (Net)	9.90		9.87
	Interest received	(390.90)		(131.83)
	Finance costs	2,632.67		1,545.25
	Net unrealised exchange (gain)/loss	64.84		(27.89)
			6,239.51		9,448.88
	Operating Profi t before Working Capital Changes		889.26		28,317.46
	Working capital adjustments:
	Adjustment for (increase)/decrease:
	(Increase)/decrease in inventories	1,551.50		14,045.23
	(Increase)/decrease in trade and other receivables	(396.73)		(8,009.36)
	Increase/(decrease) in trade and other payables	1,215.88		4,735.55
	Increase/(decrease) in provisions	(33.45)		185.00
			2,337.20		10,956.42
	Cash Generated from Operations		3,326.46		39,273.43
	Taxes paid (net of refunds)		(131.56)		(2,292.27)
	Net Cash from operating activities		3,094.90		36,981.16
B.	CASH FLOW FROM INVESTING ACTIVITIES
	Change in Purchase of Property, plant & equipment (after adjustment of change in capital work-in-progress)	(1,013.01)		(596.21)
	Net Cash used in Investing Activities		(1,013.01)		(596.21)
C.	CASH FLOW FROM FINANCING ACTIVITIES
	Increase/(decrease) in Share Capital	-		8,835.83
	Proceeds from Issue of Share warrants	-		1,750.00
	Proceeds/ (Repayment) of Long Term Borrowings (Net)	627.89		(54,047.94)
	Proceeds/ (Repayment) of Short Term Borrowings (Net)	23.95		(11,398.19)
	Proceeds of Redeemable Non-Convertible Preference Shares	-		15,000.00
	Proceeds of Redeemable Non-convertible Debentures	-		5,000.00
	Increase/(decrease) in Minority interest	(640.20)		(412.99)
	Increase/(decrease) in reserve on consolidation	(0.01)		0.14
	Interest received	390.90		131.83
	Finance costs paid	(2,632.67)		(1,545.25)
	Net Cash fl ow from in Financing Activities		(2,230.14)		(36,686.57)
	Net increase in Cash and Cash Equivalents (A+B+C)		(148.25)		(301.62)
	Cash and Cash Equivalents at the beginning of the year		1,806.29		2,080.02
	Eff ect of exchange diff erence on restatement of foreign currency cash and cash equivalents		(64.84)		27.89
	Cash and Cash Equivalents at the end of the year		1,593.20		1,806.29

Notes :

The above Cash Flow Statement should be read in conjunction with the accompanying notes
Purchase of fi xed assets represents net additions to property, plant and equipment and other intangible assets adjusted for movement of capital-work-in-progress for property, plant and equipment.
Cash and cash equivalents included in the Statement of cash fl ows comprise the following:

	As at March 31, 2019	As at March 31, 2018
Components of cash and cash equivalents
Cash on hand	12.87	20.24
Balance in current account and deposits with banks	1,580.33	1,786.05
Cash and Cash Equivalents at the end of the year	1,593.20	1,806.29

In terms of our report of even date annexed For and on behalf of the Board

For Nayak & Rane	Vivek Talwar	Bharti Dhar	Sharath Bolar
Chartered Accountants	Chairman & Managing Director	Director	Director
FRN No. 117249W	(DIN: 00043180)	(DIN: 00442471)	(DIN: 07009701)
Suraj Nayak	Mahesh Shah	B. G. Borkar	Puneet Motwani
Partner	CEO	CFO	Company Secretary

Membership No.: 049645 (ACS No: 38530)

Place : Mumbai Dated: May 31, 2019

NOTES ON THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended March 31, 2019

1. CORPORATE INFORMATION

NITCO Limited (the 'Company') is a public limited company domiciled in India and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The company is one of the leading player in the tiles and marble business. The company has manufacturing facilities in Maharashtra and Silvassa and sells primarily in India through independent dealers/distributors and modern trade.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

2.1 Basis of preparation and compliance with Ind AS

a. The Consolidated fi nancial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notifi ed under the Companies (Indian Accounting Standards) Rules, 2016 and the Companies (Indian Accounting Standards) (Amendment) Rules, 2017.

The Consolidated fi nancial statements comply in all material aspects with Ind AS, notifi ed under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the act.

b. The Company maintains accounts on accrual basis following the historical cost convention, except for certain fi nancial instruments that are measured at fair value in accordance with Ind AS. The carrying value of all the items of property, plant and equipment and investment property as on date of transition is considered as the deemed cost. Fair value measurements under Ind AS are categorised as below based on the degree to which the inputs to the fair value measurements are observable and the signifi cance of the inputs to the fair value measurement in its entirety:
1. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company can access at measurement date;
1. Level 2 inputs are inputs, other than quoted prices included in level 1, that are observable for the asset or liability, either directly or indirectly; and
1. Level 3 inputs are unobservable inputs for the valuation of assets/liabilities
c. The company's presentation and functional currency is Indian Rupees. All amounts in these fi nancial statements, except per share amounts and unless as stated otherwise, have been rounded off to two decimal places and have been presented in Lakh.
d. All assets and liabilities have been classifi ed as current or non current as per the Company's normal operating cycle and other criteria as set out under Ind AS and in the Schedule III to the Act. Based on the nature of the services and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as twelve months for the purpose of current or non-current classifi cation of assets and liabilities.

Going Concern

Considering that the debts of the Company have been restructured by JM Financial Asset Reconstruction Company Limited (JMFARC) on a sustainable basis and fresh infusion of funds by way of equity and convertible warrants, the management considers it appropriate to prepare its fi nancial statements on a going concern basis.

Use of Estimates

2.2 Basis of consolidation

a. The consolidated fi nancial statements incorporate the fi nancial statements of the Parent Company and its subsidiaries. For this purpose, an entity which is, directly or indirectly, controlled by the Parent Company is treated as subsidiary. The Parent Company together with its subsidiaries constitute the Group. Control exists when the Parent Company, directly or indirectly, has power over the investee, is exposed to variable returns from its involvement with the investee and has the ability to use its power to aff ect its returns.
b. Consolidation of a subsidiary begins when the Parent Company, directly or indirectly, obtains control over the subsidiary and ceases when the Parent Company, directly or indirectly, loses control of the subsidiary. Income and expenses of a subsidiary acquired or disposed off during the year are included in the consolidated Statement of Profi t and Loss from the date the Parent Company, directly or indirectly, gains control until the date when the Parent Company, directly or indirectly, ceases to control the subsidiary.

NITCO LIMITED

c. The consolidated fi nancial statements of the Group combines fi nancial statements of the Parent Company and its subsidiaries line-by-line by adding together the like items of assets, liabilities, income and expenses. All intra-group assets, liabilities, income, expenses and unrealised profi ts/losses on intra-group transactions are eliminated on consolidation. The accounting policies of subsidiaries have been harmonised to ensure the consistency with the policies adopted by the Parent Company. The consolidated fi nancial statements have been presented to the extent possible, in the same manner as Parent Company's standalone fi nancial statements.

Profi t or loss and each component of other comprehensive income are attributed to the owners of the Parent Company and to the non-controlling interests and have been shown separately in the fi nancial statements.

d. Non-controlling interest represents that part of the total comprehensive income and net assets of subsidiaries attributable to interests which are not owned, directly or indirectly, by the Parent Company.
e. The gains/losses in respect of part divestment/dilution of stake in subsidiary companies not resulting in ceding of control, are recognised directly in other equity attributable to the owners of the Parent Company.
f. The gains/losses in respect of divestment of stake resulting in ceding of control in subsidiary companies are recognised in the Statement of Profi t and Loss. The investment representing the interest retained in a former subsidiary, if any, is initially recognised at its fair value with the corresponding eff ect recognised in the Statement of Profi t and Loss as on the date the control is ceded. Such retained interest is subsequently accounted as an associate or a joint venture or a fi nancial asset.

2.3 Goodwill on consolidation

Goodwill on consolidation as on the date of transition represents the excess of cost of acquisition at each point of time of making the investment in the subsidiary over the Group's share in the net worth of a subsidiary. For this purpose, the Group's share of net worth is determined on the basis of the latest fi nancial statements, prior to the acquisition, after making necessary adjustments for material events between the date of such fi nancial statements and the date of respective acquisition. Capital reserve on consolidation represents excess of the Group's share in the net worth of a subsidiary over the cost of acquisition at each point of time of making the investment in the subsidiary. Goodwill arising on consolidation is not amortised, however, it is tested for impairment annually. In the event of cessation of operations of a subsidiary, the unimpaired goodwill is written off fully.

Goodwill on consolidation arising on acquisitions on or after the date of transition represents the excess of the cost of acquisition at each point of time of making the investment in the subsidiary, over the Group's share in the fair value of the net assets of a subsidiary.

Goodwill on consolidation is allocated to cash generating units or group of cash generating units that are expected to benefi t from the synergies of the acquisition.

The following subsidiaries have been considered in preparation of the consolidated fi nancial statements:

Particulars	Country of Incorporation	% age of ownership interest either directly or through subsidiaries
		As at March 31, 2019	As at March 31, 2018
Subsidiaries
New Vardhman Vitrifi ed Pvt. Ltd.	India	51	51
Nitco Realties Private Limited	India	100	100
Nitco Holdings HK Company Limited	Hong Kong	100	100
Fellow Subsidiaries
Maxwealth Properties Pvt. Ltd.	India	100	100
Meghdoot Properties Pvt. Ltd.	India	100	100
Roaring - Lion Properties Pvt. Ltd.	India	100	100
Feel Better Housing Pvt. Ltd.	India	100	100
Quick-Solution Properties Pvt. Ltd.	India	100	100
Silver-Sky Real Estates Pvt. Ltd.	India	100	100
Opera Properties Pvt. Ltd.	India	100	100
Ferocity Properties Pvt. Ltd.	India	100	100
Glamorous Properties Pvt. Ltd.	India	75	75
Nitco IT Parks Pvt. Ltd.	India	100	100
Nitco Aviation Pvt. Ltd.	India	100	100
Aileen Properties Pvt. Ltd.	India	100	100

2.4 Signifi cant accounting policies

110

a. Property, Plant and Equipment (PPE)

PPE not ready for the intended use on the date of the Balance Sheet are disclosed as "capital work-in-progress".

Class of assets	Basis	Useful life/ rate of depreciation
Offi ce equipment - mobile	SLM	2 years
Motor vehicles	SLM	4 years
Computer software	SLM	5 years
Showroom Building (civil)	SLM	10 years
Plant and machineries - Punch & Dies	SLM	2 years

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profi t and loss with other gains/(losses).

b. Leases

c. Inventories

d. Impairment of non-fi nancial assets

e. Revenue recognition

Sale of services is recognised in the accounting period in which the service is rendered.

Other income is accounted for on accrual basis except where the receipt of income is uncertain in which case it is accounted for on receipt basis.

f. Foreign currency transactions

Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation diff erences on items whose fair value gain or loss is recognised in OCI or Statement of Profi t and Loss are also recognised in OCI or Statement of Profi t and Loss, respectively). Non-monetary items that are measured in terms of historical cost in a foreign currency, are translated using exchange rates on dates of initial recognition.

g. Fair Value Measurement

The Company measures fi nancial instruments such as derivatives and certain investments, at fair value at each balance sheet date.

All assets and liabilities for which fair value is measured or disclosed in The Consolidated fi nancial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is signifi cant to the fair value measurement as a whole:

Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 Valuation techniques for which the lowest level input that is signifi cant to the fair value measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is signifi cant to the fair value measurement is unobservable

h. Financial instruments

A fi nancial instrument is any contract that gives rise to a fi nancial asset of one entity and a fi nancial liability or equity instrument of another entity.

(a) Financial assets

112

The Company classifi es fi nancial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through Statement of Profi t and Loss on the basis of its business model for managing the fi nancial assets and the contractual cash fl ows characteristics of the fi nancial asset.

i. Initial recognition and measurement

All fi nancial assets are recognized initially at fair value plus, in the case of fi nancial assets not recorded at fair value through Statement of Profi t and Loss, transaction costs that are attributable to the acquisition of the fi nancial asset.

ii. Subsequent measurement

For purposes of subsequent measurement fi nancial assets are classifi ed in below categories:

• Financial assets carried at amortised cost:

• Financial assets at fair value through other comprehensive income:

• Financial assets at fair value through profi t or loss

A fi nancial asset which is not classifi ed in any of the above categories are subsequently fair valued through profi t or loss.

iii. Derecognition

A fi nancial asset is primarily derecognized when the rights to receive cash fl ows from the asset have expired or the Company has transferred its rights to receive cash fl ows from the asset.

(b) Financial liabilities

i. Initial recognition and measurement

ii. Subsequent measurement

The measurement of fi nancial liabilities depends on their classifi cation, as described below:

• Financial liabilities at amortised cost

• Financial liabilities at fair value through profi t or loss

Financial liabilities at fair value through profi t or loss include fi nancial liabilities held for trading and fi nancial liabilities designated upon initial recognition as at fair value through Statement of Profi t and Loss. Financial liabilities are classifi ed as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative fi nancial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defi ned by Ind AS 109. Separated embedded derivatives are also classifi ed as held for trading unless they are designated as eff ective hedging instruments.

Gains or losses on liabilities held for trading are recognized in the Statement of Profi t and Loss.

iii. Derecognition

(c) Off setting of fi nancial instruments

(d) Derivative fi nancial instruments

Any gains or losses arising from changes in the fair value of derivatives are taken directly to Statement of Profi t and Loss.

i. Employee Benefi ts

i. Short term employee benefi ts

ii. Long term employee benefi ts

iii. Post-employment benefi t plan

Payments to defi ned contribution retirement benefi t plans are recognized as an expense when employees have rendered the service entitling them to the contribution.

The cost of providing benefi ts under the defi ned benefi t plan is determined using the projected unit credit method.

j. Provisions and Contingencies

114

k. Taxes on Income

Current tax is the amount of tax payable on taxable income for the year determined in accordance with the applicable tax rates and provisions of the Income Tax Act, 1961 and other applicable tax laws. Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefi ts in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is highly probable that future economic benefi t associated with it will fl ow to the Company.

l. Finance Costs

Borrowing costs net of any investment income from the temporary investment of related borrowings that are attributable to the acquisition, construction or production of a qualifying asset are capitalised/inventoried as part of cost of such asset till such time the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognised in profi t or loss in the period in which they are incurred

m. Segment reporting

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company.

Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors.

n. Earning per share

In determining the earnings per share, the Company considers the net profi t/loss after tax and post tax eff ect of any extraordinary/exceptional item is shown separately. The number of shares considered in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares considered for computing diluted earnings per share comprises the weighted average number of shares used for deriving the basic earnings per share and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares as may be applicable. The number of shares and potentially dilutive equity shares are adjusted for any stock splits and bonus shares issues.

o. Cash fl ow statement

i. Changes during the period in inventories and operating receivables and payables transactions of a non-cash nature;
ii. Non-cash items such as depreciation, provisions, deferred taxes, unrealised foreign currency gains and losses
iii. All other items for which the cash eff ects are investing or fi nancing cash fl ows.

Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as on the date of Balance Sheet

p. Standards issued and implemented during the year

										(` in Lakh)
Particulars	Freehold Land	Buildings	Offi ce Equipment	Plant & Equipment	Electrical Installation	Furniture & Fixture	Windmill	Vehicles (fi nance lease)		Livestock Total Assets
Cost
As at April 1, 2017	6,057.45	20,808.97	1,170.47	66,064.99	1,044.27	2,511.53	3,680.54	911.87	113.91	1,02,364.00
Additions	3.03	157.13	40.84	179.18	2.69	50.32	-	43.04	-	476.23
Disposals	-	-	32.95	8.67	-	4.15	-	83.65	14.24	143.66
As at March 31, 2018	6,060.48	20,966.10	1,178.36	66,235.50	1,046.96	2,557.70	3,680.54	871.26	99.67	1,02,696.57

Additions	-	167.20	59.94	301.75	13.52	215.98	-	79.69	43.34	881.42
Disposals	-	-	20.19	64.96	-	3.03	-	47.50	42.59	178.27
As at March 31, 2019	6,060.48	21,133.30	1,218.11	66,472.29	1,060.48	2,770.65	3,680.54	903.45	100.42	103,399.72

Depreciation
As at April 1, 2017	-	7,350.87	1,066.78	26,419.51	834.91	1,923.62	2,041.07	686.91	-	40,323.67
Depreciation charge for the year	-	1,845.35	48.73	5,481.55	96.31	313.96	151.36	80.50	-	8,017.76
Disposals	-	-	32.87	6.74	-	3.73	-	76.11	-	119.44
As at March 31, 2018	-	9,196.22	1,082.64	31,894.32	931.22	2,233.85	2,192.43	691.30	-	48,221.99

Depreciation charge for the year	-	677.84	44.34	2,807.08	61.25	75.61	151.36	96.80	-	3,914.28
Disposals	-	-	20.00	46.64	-	0.61	-	46.88	-	114.13
As at March 31, 2019	-	9,874.06	1,106.98	34,654.76	992.47	2,308.86	2,343.79	741.22	-	52,022.14

Net book value :
As at March 31, 2019	6,060.48	11,259.24	111.13	31,817.53	68.01	461.79	1,336.75	162.23	100.42	51,377.58

Notes: Property, plant and equipment pledged as security, refer to note 19.1 for information on property, plant and equipment pledged as security by the Company.

As at March 31, 2018 6,060.48 11,769.88 95.72 34,341.18 115.74 323.85 1,488.11 179.96 99.67 54,474.59

NITCO LIMITED

116

3. Property, plant and equipment

4. Intangible assets

			(` in Lakh)
	Goodwill on consolidation	Other intangible assets	Amount
Cost
As at April 1, 2017	323.77	424.55	748.32
Additions	-	0.14	0.14
Disposals	-	-	-
As at March 31, 2018	323.77	424.69	748.46
Additions	-	6.55	6.55
Disposals	-	-
As at March 31, 2019	323.77	431.24	755.01
Amortisation
As at April 1, 2017	-	382.13	382.13
Amortisation charge for the year	-	32.72	32.72
Disposals	-	-	-
As at March 31, 2018	-	414.85	414.85
Amortisation charge for the year	-	5.67	5.67
Disposals	-	-	-
As at March 31, 2019	-	420.52	420.52
Net book value :
As at March 31, 2019	323.77	10.72	334.49
As at March 31, 2018	323.77	9.84	333.61

5. Investments

			(` in Lakh)
		As at March 31, 2019	As at March 31, 2018
(a)	Investments in equity shares (unquoted)
	Aero Ports & Infrastructure Projects Pvt. Ltd.: 50,000 Equity shares of `10 each fully paid up	5.00	5.00
	J M Township & Real Estate Pvt. Ltd.: 2,00,000 Equity shares of `10 each fully paid up	20.00	20.00
(b)	Investments in Government or Trust Securities (unquoted)	0.15	0.15
	Aggregate value of unquoted investments	25.15	25.15

6. Other fi nancial assets

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Balances with Banks - Held as Margin Money	2,264.79	2,239.40
Security Deposits	8.86	8.84
Total	2,273.65	2,248.24

7. Other non-current assets

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Income Tax Payment (Net)	1,842.60	1,652.60
Capital Advances	1,453.78	1,147.49
Prepaid Lease rental	130.62	133.63
Total	3,427.00	2,933.72

8. Inventories

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Raw Materials	2,299.82	2,842.67
Work-in-progress	244.88	557.74
Finished Goods	11,071.59	11,937.69
Stock in trade	488.25	149.92
Stores and spares	866.56	1,033.96
Goods in transit	20.46	21.08
Total	14,991.56	16,543.06

9. Inventories - Real Estate

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Land at Kanjurmarg	15,000.00	15,000.00
Others	4,395.44	4,395.44
Total	19,395.44	19,395.44

10. Trade receivables (unsecured)

118

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Trade receivables - Unsecured
Considered good	20,975.76	20,261.10
Considered doubtful	869.06	693.13
	21,844.82	20,954.23
Less: Allowance for bad and doubtful debts (expected credit loss allowance)*	(869.06)	(693.13)
Total	20,975.76	20,261.10

*Movement in the allowance for bad and doubtful receivables [expected credit loss allowance - also refer Note 43(iii)].

	(` in Lakh)
	Amount
Balance as at April 1, 2017	583.38
Add : Created during the year	132.55
Less : Released during the year	(22.80)
Balance as at March 31, 2018	693.13
Add : Created during the year	181.42
Less : Released during the year	(5.49)
Balance as at March 31, 2019	869.06

11. Cash and cash equivalents

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Balances with banks
On current accounts	1,580.33	1,786.05
Cash on hand	12.87	20.24
Total	1,593.20	1,806.29

12. Other bank balances

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Balances with Banks - Earmarked for Unpaid Dividend	-	1.01
Fixed Deposits with Banks	4,423.26	4,850.00
Total	4,423.26	4,851.01

13. Loans

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Loans to Related Parties (refer note 37 c)
Unsecured, Considered Good	965.50	965.50
Other Loans & Advances
Unsecured, Considered Good	2,896.93	2,947.35
Total	3,862.43	3,912.85

Disclosure required by SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

Loans and advances in the nature of loans given to related party:

				(` in Lakh)
	Loans Outstanding as at			Maximum amount outstanding during the year ended on
	As at March 31, 2019	As at March 31, 2018	As at March 31, 2019	As at March 31, 2018
JM Township & Real Estate Pvt. Ltd.	965.50	965.50	965.50	965.50

14. Other fi nancial assets

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Security Deposits	1,397.86	1,413.76
Others (Unsecured considered good unless otherwise stated)	215.05	211.47
Total	1,612.91	1,625.23

15. Other current assets

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Balance with statutory authorities	3,300.26	3,026.82
Advances for supply of goods and rendering of services	2,164.70	2,513.59
Prepaid expenses/Other Receivables	226.02	213.62
Other Assets	166.68	177.24
Total	5,857.66	5,931.27

16. Equity share capital

	As at March 31, 2019		As at March 31, 2018
	Nos.	`in Lakh \| Nos. \|` in Lakh
Authorised:
Equity Shares:
Equity shares of `10/- each	8,00,00,000	8,000.00	8,00,00,000	8,000.00
Preference Shares:
Redeemable Preference Shares of `10 each	15,00,00,000	150,00.00	15,00,00,000	150,00.00

Issued, Subscribed and Paid-up
Equity Shares:
Equity shares of `10/- each	7,18,58,955	7,185.90	7,18,58,955	7,185.90
Total	7,18,58,955	7,185.90	7,18,58,955	7,185.90

A. Reconciliation of the shares outstanding at the beginning and at the end of the year

				(` in Lakh)
		As at March 31, 2019		As at March 31, 2018
	No of shares	Amount	No of shares	Amount
At the beginning of the year	7,18,58,955	7,185.90	5,46,99,338	5,469.93
Issued during the year	-	-	1,71,59,617	1,715.97
Outstanding at the end of the year	7,18,58,955	7,185.90	7,18,58,955	7,185.90

Terms/Rights attached to equity shares

120

B. Following shareholders hold equity shares more than 5% of the total equity shares of the Company:

				(` in Lakh)
Name of Shareholder	As at March 31, 2019			As at March 31, 2018
	Number of shares held having face value of `10 each \| % of holding in<br>class \| Number of<br>shares held<br>having face<br>value of<br>`10 each	% of holding in class
Aurella Estates And Investments Pvt. Ltd.	2,56,76,949	35.73%	2,56,76,949	35.73%
Vivek Prannath Talwar	63,23,669	8.80%	63,23,669	8.80%
JM Financial Asset Reconstruction Company Ltd.	1,71,59,617	23.88%	1,71,59,617	23.88%

17. Share warrants

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
61,31,745 Warrants (convertible into Equity) of `10/- each 25% paid-up	1,750.00	1,750.00
Total	1,750.00	1,750.00

Note :

18. Other equity

		(` in Lakh)
		Amount
a)	Capital Reserve
	As at April 1, 2017	325.66
	Changes during the year	-
	As at March 31, 2018	325.66
	Changes during the year	(0.19)
	As at March 31, 2019	325.47
b)	Securities Premium Reserve
	As at April 1, 2017	35,471.47
	Changes during the year	7,119.86
	As at March 31, 2018	42,591.33
	Changes during the year	-
	As at March 31, 2019	42,591.33
c)	Capital Redemption Reserve
	As at April 1, 2017	966.00
	Changes during the period	-
	As at March 31, 2018	966.00
	Changes during the period	-
	As at March 31, 2019	966.00
d)	General Reserve
	As at April 1, 2017	3,846.91
	Changes during the period	-
	As at March 31, 2018	3,846.91
	Changes during the period	-
	As at March 31, 2019	3,846.91
e)	Retained Earnings
	As at April 1, 2017	(59,011.89)
	Profi t/(Loss) for the year 2017-18	18,868.58
	Less: Transfer to general reserve	-
	As at March 31, 2018	(40,143.31)
	Profi t/(Loss) for the year 2018-19	(5,350.25)
	Less: Transfer to general reserve	-
	As at March 31, 2019	(45,493.56)
	Total other equity
	As at March 31, 2019	2,236.15
	As at March 31, 2018	7,586.60

19. Borrowings

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Redeemable Non-Convertible Preference Shares (refer Note-i)	15,000.00	15,000.00
Redeemable Non-convertible Debentures (refer Note-ii)	5,000.00	5,000.00
Term Loan (secured)
From Banks / Financial Institutions	-	-
From Others	54,837.26	61,933.49
Long term maturities of fi nance lease	60.02	54.78
Total	74,897.28	81,988.27

ii. JMFARC had acquired 98% of the Company's debt from its lenders and sanctioned debt restructuring eff ective from the Cut-Off date February 28, 2018. The Company is negotiating a similar settlement agreement with other lender(s), Pending negotiations no further adjustments have been made

Type of loan		Loan outstanding as on 31.3.2019		Rate of	Repayment terms	Security Guarantee
	current Non	Current	Total	interest
Term loans assigned to JM Financial Asset Reconstruction Company Limited
Term loans Facility 1 (secured)	19,615.10	2,000.00	21,615.10	9%	 20 structured quarterly installments commencing from F.Y. 2019	First ranking pari passu charge on all of the fi xed of the and immovable) movable assets (both
Term loans Facility 2 (secured)	20,605.00	7,999.72	28,604.72	9%	 Repayable from the proceeds of sale of identifi ed assets over a period of fi ve years commencing from F.Y. 2018	Hypothecation of current assets including trade receivables, cash fl ow from windmill and trademarks of the Company Company
Others	14,032.15	-	14,032.15		 after fulfi llment of certain conditions. settled be will loan The	Pledge of shares held by promoters in Nitco Limited and six associate companies,
Preference Shares Non-Convertible Redeemable	15,000.00	-	15,000.00	% 0.1	 Preference Shares shall be repaid at par in 8 equal annual installments of date end ff ective the e 10 years from the from February 28, 2018. commencing	& Investments Pvt. Ltd. in Nitco Limited, shares held by Nitco Realties Pvt. Ltd. in one of its subsidiary company and shares held by Nitco Limited in New Estate Aurella by Vardhman Vitirfi ed Pvt. Ltd. held shares of Pledge
Non-convertible Redeemable Debentures	5,000.00	-	5,000.00	5%	  The Debenture shall be redeemed at ff ective the end of 10 years from the e date (i.e. February 28, 2018).	Personal guarantee of Promoters Mr. Vivek Talwar and Corporate Guarantee by six subsidiary/fellow Negative lien on Non-Core Assets of the Company subsidiary/associate companies
Total (A)	74,252.25	9,999.72	84,251.97

19.1 Interest and repayment schedule for secured long term borrowings

Type of loan			Loan outstanding as on 31.3.2019		Rate of	Repayment terms	Security Guarantee
		current Non	Current	Total	interest
	Term loans not assigned to JM Financial Asset Reconstruction Company Limited
Loan	Loan from Financial institutions - Term	-	1,666.67	1,666.67	11.25%	32 structured quarterly installments commencing from June 30, 2014 as prescribed in approved CDR package	Pari passu fi rst charge on the fi xed assets of Alibaug plant, and pari passu second charge on Silvassa Plant and also pari passu second charge on the current assets of the
	Loan from Financial institutions - FITL	-	237.96	237.96	10.75%	24 structured quarterly installments commencing from June 30, 2014 as prescribed in approved CDR package	Company. Further, secured by personal guarantee by promoters and pledge of shares by promoters.
	Term loan from Bank	-	101.71	101.71	3M LIBOR Plus 2.60 %	12 structured quarterly installments commencing from March 31, 2015.	Pari passu charge on Silvassa Plant and guaranteed by promoters
	Vehicle Loans	60.02	48.69	108.71		Equated monthly installments as per specifi c repayment schedule predetermined in case of each vehicle loan.	underlying of hypothecation company owned vehicles. the against Secured
Total (B)		60.02	2,055.03	2,115.05
	Unsecured Long Term loans by Subsidiary Company
From Others		585.01	-	585.01	-	Payable on demand after 3 years	Unsecured
Total (C)		585.01	-	585.01	-
	Grand Total (A+B+C)	74,897.28	12,054.75	86,952.03
Note :
i.	other lender(s).						JMFARC representing 98% of the Company's debt has restructured the debt of the holding company on sustainable basis vide their sanction letter dated January 23, 2018. Based on the agreement entered into with JMFARC the debts of the Company have been reclassifi ed. The Company is negotiating a similar settlement agreement with the
ii.							Loans from Lenders are secured against the mortgage of fi xed assets of the Company, hypothecation of present and future stocks of raw materials, stock-in-process, fi nished goods, stock-in-trade, stores and spares, consumables, book debts and against collateral securities and personal guarantee given by promoters and related

parties.

NITCO LIMITED

20. Provisions

		(` in Lakh)
	As at	As at
	March 31, 2019	March 31, 2018
Provision for employee benefi ts	179.26	189.96
Total	179.26	189.96

21. Income taxes

		(` in Lakh)
	As at	As at
	March 31, 2019	March 31, 2018
Deferred tax liabilities (Net)	3.86	135.24
Total	3.86	135.24

In view to accumulated losses, no provision for tax has been made in the books of holding company.

22. Borrowings (Short term)

		(` in Lakh)
	As at	As at
	March 31, 2019	March 31, 2018
Loan repayable on demand
Secured
From Banks
Cash Credit - Holding Company	-	-
Cash Credit - Subsidiary Company	1,548.98	1,525.03
Total	1,548.98	1,525.03

23. Trade payables

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Trade payables
- total outstanding dues of micro and small enterprises	2,200.30	1,193.51
- total outstanding dues of creditors other than micro and small enterprises	18,509.05	15,418.81
Total	20,709.35	16,612.32

Notes:

I. Disclosure with respect to related party transactions is given in note 37

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year
- Principal amount due and remaining unpaid	2,200.30	1,193.51
- Interest due and unpaid on the above amount	-	-
Interest paid by the Company in terms of section 16 of the Micro, Small and Medium enterprises Act, 2006	-	-
Payment made beyond the appointed day during the year	-	-
Interest due and payable for the period of delay	-	-
Interest accrued and remaining unpaid	-	-
Amount of further interest remaining due and payable	-	-

24. Other fi nancial liabilities

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Current maturities of long term debt	12,054.75	4,335.87
Deposits received	846.35	786.04
Amount payable to capital creditors	738.12	1,353.31
Loans & Advances	630.52	441.16
Interest accrued but not due on borrowings	21.23	-
Unclaimed dividends	-	1.01
Total	14,290.97	6,917.39

25. Other current liabilities

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Advances from customers	33.18	1,615.56
Statutory dues payable	59.38	270.09
Other payable	6,460.57	6,930.81
Total	6,553.13	8,816.46

26. Provisions

		(` in Lakh)
	As at March 31, 2019	As at March 31, 2018
Provision for Leave Encashment	87.70	82.34
Provision for Gratuity	245.56	237.59
Provision for Others	6.77	42.84
Total	340.03	362.77

27. Revenue from operations

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Sales
Tiles	59,152.13	58,241.34
Real estate	217.00	3,184.34
	59,369.13	61,425.68
Other operating revenues
Labour charges	96.74	181.29
Lease rental	63.41	40.24
Other Operating income	116.39	54.54
	276.54	276.07
Total	59,645.67	61,701.75

28. Other income

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Duty Drawback	-	0.74
Creditors W/off	-	274.12
Rent Received	32.69	35.92
Miscellaneous income	167.20	168.42
Total	199.89	479.20

29. Cost of material consumed

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Body Material	3,062.11	4,538.33
Glaze Material	2,011.67	2,961.12
Marble blocks/slabs	7,114.03	6,213.99
Packing Material	1,159.28	1,819.38
Others (Real Estate)	195.38	2,616.74
Total	13,542.47	18,149.56

30. Changes in inventories of fi nished goods, stock in trade and work-in-progress

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Stock in Trade - Opening	149.92	743.53
Stock in Trade - Closing	488.25	149.92
	(338.33)	593.61
Work in Progress - Opening	557.74	405.05
Work in Progress - Closing	244.88	557.74
	312.86	(152.69)
Finished Goods (Mfg.) - Opening	11,941.16	13,980.33
Finished Goods (Mfg.) - Closing	11,081.18	11,941.16
	859.98	2,039.17
Total Change in Inventories	834.51	2,480.09

31. Employee benefi ts expense

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Salaries, wages and amenities	7,711.20	7,803.27
Contribution to provident fund and other funds	458.90	438.72
Staff welfare expenses	260.35	285.33
Total	8,430.45	8,527.32

32. Finance costs

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Interest on debt and borrowings	2,081.39	1,173.72
Other borrowing costs	61.94	114.89
Other fi nancial charges	98.44	124.81
Applicable net gain/loss on foreign currency transactions and translation	64.84	(27.89)
Total	2,306.61	1,385.53

Note : JMFARC representing 98% of the Company's debt has restructured the debt of the Company on sustainable basis. Based on the sanction received from JMFARC the debts of the Company have been reclassifi ed. The Company is negotiating a similar settlement agreement with the other lender(s). Pending negotiation no further adjustments have been made.

33. Depreciation and amortisation expense

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Depreciation of property, plant and equipment (refer note 3)	3,914.28	8,017.76
Amortisation of intangible Assets (refer note 4)	5.67	32.72
Amortisation of other assets	3.05	3.00
Total	3,923.00	8,053.48

34. Other expenses

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Other Manufacturing Expenses
Power and fuel *	6,118.84	8,101.36
Consumption of stores and spare parts.	1,142.33	1,842.32
	7,261.17	9,943.68
Repairs and Maintenance
Buildings	45.20	47.72
Machinery	617.54	369.50
Others Repairs & Maintenance	168.22	281.78
	830.96	699.00
Administrative Expenses
Rent Rates and Taxes	609.47	803.49
Electricity Charges Offi ce & Depot	693.34	1,593.26
Processing Charges Mosaico/Marble	274.97	683.39
Water Charges	9.72	9.52
Postage and Telephone	157.26	167.33
Printing and Stationery	17.88	21.44
Insurance	272.38	154.63
Legal and Professional Fees	352.29	342.15
Travelling & Conveyance Expenses	1,028.86	950.77
Audit Fees	13.58	17.64
Hire Charges	202.76	183.60

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Security Charges	153.06	147.20
Miscellaneous Expenses	198.09	389.78
	3,983.66	5,464.20
Selling and distribution expenses
Advertisement & Sales Promotion Expenses	1,278.33	1,261.50
Freight Forwarding & Distribution Expenses	1,653.39	1,658.84
C&F Charges	230.88	299.85
Provision for Doubtful Debts	175.94	52.41
Bad Debts	29.49	106.09
	3,368.03	3,378.69
Total	15,443.82	19,485.57

35. Components of other comprehensive income (OCI)

The disaggregation of changes to OCI by each type of reserve in equity is shown below:

During the year ended March 31, 2019

		(` in Lakh)
	Retained Earnings	Total
Remeasurement gains (losses) on defi ned benefi t plans	15.27	15.27
Income tax eff ect	-	-
Total	15.27	15.27

During the year ended March 31, 2018

Total	(20.49)	(20.49)
Income tax eff ect	-	-
Remeasurement gains (losses) on defi ned benefi t plans	(20.49)	(20.49)
	Retained Earnings	Total
		(` in Lakh)

36. Earnings per share (EPS)

		(` in Lakh)
	Year ended March 31, 2019	Year ended March 31, 2018
Profi t/ (Loss) for the year (`)	(5,350.25)	18,868.58

Equity shares at the beginning of the year (nos.)	718.59	546.99
Equity shares issued during the year	-	171.60
Equity shares at the end of the year (nos.)	718.59	718.59
Weighted average equity shares for the purpose of calculating basic earnings per share (nos.)	718.59	558.75
Weighted average equity shares for the purpose of calculating diluted earnings per share (nos.)	718.59	558.75
Earnings per share-basic (face value of `10/- each) (`)	(7.45)	33.77
Earnings per share-diluted (face value of `10/- each) (`)	(7.45)	33.77

37. Related party disclosures as required by IND As 24 "Related Party Disclosures" are given below:

(A) List of related parties

130

Utsav V. Mehta

Enterprise owned by Key Management Personnel or major shareholders of the reporting enterprise and enterprises that have a member of key management in common with the reporting enterprise with whom transactions have taken place:

Entity having signifi cant infl uence over the Company	Post - employment benefi t plans
Aurella Estate & Investment Pvt. Ltd.	Nitco Limited Employees Group Gratuity Schemes
Mr. Vivek Talwar - Chairman & Managing Director	Nitco Tiles Ltd. Superannuation Fund
Key Management Personnel (KMP)	Entities where control / signifi cant infl uence by KMPs and
Mr. Vivek Talwar - Chairman & Managing Director	their relatives exists and with whom transaction have
Mr. Rajeshbhai J Likhiya - Director	taken place.
Mr. Rajesh Sunderlal Shah - Director	Eden Garden Builders Pvt.Ltd.
Mr. Rameshchandra Mithalal Derasariya - Director	Enjoy Builders Pvt.Ltd.
	Lavender Properties Pvt.Ltd.
Relative of Key Management Personnel (KMP)	Prakalp Properties Pvt.Ltd.
Anjali Talwar	Rang Mandir Builders Pvt.Ltd.
Rohan Talwar	Usha Kiran Builders Pvt.Ltd.
Poonam Talwar	Saisha Trading LLP
Abhishek Sureshbhai Mehta	IB Hospitality Pvt Ltd
Ashvinbhai Raghavjibhai Jivani	Watco Trading Private Limited
Dhirubhai Bhurabhai Boda	Watco Engineering Pvt.Ltd.
Hardik Rajeshbhai Likhiya	Nitco Tiles & Marble Industries (Andhra) Pvt Ltd
Hina Yogesh Gandhi	Nitco Sales Corporation Delhi
Jayesh Mavjibhai Chaniyra	Nitco Tiles Sales Corporation
Karan Pravinbhai Shah	Northern India Tiles Sales Corporation
Khushbuben Rameshbhai Derasariya	Gem manufacturing India Pvt Ltd
Meenaben C. Gandhi	Unique Cera Tileware Pvt Ltd
Nayna Pravinbhai Mehta	Multistone Granito Pvt Ltd
Payal Vishal Gandhi	Patidar Power Pvt Ltd
Pravinchandra Sevantilal Sheth - HUF	Vardhman Vitrifi ed Pvt Ltd
Rajesh S. Shah	Nilcity Plast Pvt Ltd
Rameshbhai Babulal Bhadja
Sadhna Sureshbhai Mehta

Transactions		Year ended March 31, 2019				Year ended March 31, 2018
	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total
Sale of Goods
Poonam Talwar		-		-		19.66		19.66
Purchase of Traded Goods
Nilcity Plast Pvt. Ltd.		-		-		23.01		23.01
Vardhman Vitrifi ed Pvt. Ltd.		-		-		21.00		21.00
Power & fuel expenses
Saisha Trading LLP		397.47		397.47		394.71		394.71
Other Expenses
IB Hospitality Pvt. Ltd.		3.01		3.01		14.37		14.37
Compensation Key Managerial Personnel
Veetenkumar H. Kavar	-			-	4.50			4.50
Directors Sitting Fees
Pradeep Saxena	2.35			2.35	2.80			2.80
Sharath Padmanabh Bolar	2.35			2.35	2.80			2.80
Bharti Pradeep Dhar	1.35			1.35	1.80			1.80
Vivek Grover	0.60			0.60	-			-
Samir Chawla	0.60			0.60	-			-
Rent Paid
Eden Garden Builders Pvt. Ltd.		3.18		3.18		3.18		3.18
Enjoy Builders Pvt. Ltd.		4.37		4.37		4.37		4.37
Lavender Properties Pvt. Ltd.		3.16		3.16		3.16		3.16
Prakalp Properties Pvt. Ltd.		3.02		3.02		3.02		3.02
Rang Mandir Builders Pvt. Ltd.		4.18		4.18		4.18		4.18
Usha Kiran Builders Pvt. Ltd.		3.16		3.16		3.16		3.16
Rent Received
Saisha Trading LLP		2.83		2.83		2.81		2.81

(B) Transactions with related parties

Annual Report 2018–2019

Consolidated Financial Statements

NITCO LIMITED

Transactions		Year ended March 31, 2019				Year ended March 31, 2018
	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total
Loans & Advances Given/Adjusted
Aurella Estate & Investment Pvt. Ltd.		-		-		788.00		788.00
Nitco Paints Pvt. Ltd.		55.00		55.00		-		-
Loans & Advances Received
Aurella Estate & Investment Pvt. Ltd.		-		-		788.00		788.00
Nitco Paints Pvt. Ltd.		55.00		55.00		-		-
Interest on loans paid/payable
Aurella Estate & Investment Pvt. Ltd.		-		-		8.08		8.08
Contributions made
Nitco Limited Employees Group Gratuity Schemes			72.28	72.28			5.01	5.01
Nitco Tiles Ltd. Superannuation Fund			12.57	12.57			6.63	6.63

Transactions		As at March 31, 2019				As at March 31, 2018
	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total
Amount Receivable/(Payable)
Saumya Buildcon Pvt. Ltd.		995.99		995.99		995.99		995.99
Eden Garden Builders Pvt. Ltd.		150.00		150.00		150.00		150.00
Enjoy Builders Pvt. Ltd.		205.00		205.00		205.00		205.00
Lavender Properties Pvt. Ltd.		150.00		150.00		150.00		150.00
Prakalp Properties Pvt. Ltd.		145.00		145.00		145.00		145.00
Rang Mandir Builders Pvt. Ltd.		200.00		200.00		200.00		200.00
Usha Kiran Builders Pvt. Ltd.		150.00		150.00		150.00		150.00
Poonam Talwar		9.19		9.19		15.12		15.12
Nitco Tiles & Marble Industries (Andhra) Pvt. Ltd.		1.00		1.00		1.00		1.00
Eden Garden Builders Pvt. Ltd.		(15.81)		(15.81)		(13.21)		(13.21)
Enjoy Builders Pvt. Ltd.		(25.01)		(25.01)		(21.42)		(21.42)
Lavender Properties Pvt. Ltd.		(19.59)		(19.59)		(17.01)		(17.01)
Prakalp Properties Pvt. Ltd.		(18.09)		(18.09)		(15.62)		(15.62)
Rang Mandir Builders Pvt. Ltd.		(26.02)		(26.02)		(22.61)		(22.61)
Usha Kiran Builders Pvt. Ltd.		(19.43)		(19.43)		(16.85)		(16.85)
Saisha Trading LLP		(390.13)		(390.13)		(394.58)		(394.58)
IB Hospitality Pvt. Ltd.		(0.11)		(0.11)		(0.01)		(0.01)
Pradeep Saxena	-			-	(0.27)			(0.27)
Sharath Padmanabh Bolar	-			-	(0.27)			(0.27)
Bharti Pradeep Dhar	-			-	(0.27)			(0.27)
Watco Trading Private Limited		(115.70)		(115.70)		(115.70)		(115.70)
Watco Engineering Pvt. Ltd.		(23.40)		(23.40)		(23.40)		(23.40)
Nitco Sales Corporation Delhi		(0.02)		(0.02)		(0.02)		(0.02)
Nitco Tiles Sales Corporation		(0.23)		(0.23)		(0.23)		(0.23)

Consolidated Financial Statements

Annual Report 2018–2019

(C) Balances outstanding as at the year end

Transactions		As at March 31, 2019				As at March 31, 2018
	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total	Key Management Personnel	Entities where control/ signifi cant infl uence by KMPs and their relative exist	employment Post benefi t plan	Total
Northern India Tiles Sales Corporation		(1.73)		(1.73)		(1.73)		(1.73)
JM Township & Real Estate Pvt. Ltd.		965.50		965.50		965.50		965.50
Rajeshbhai Likhiya	(19.50)			(19.50)	(19.50)			(19.50)
Abhishek Sureshbhai Mehta		(21.50)		(21.50)		(21.50)		(21.50)
Ashvinbhai Raghavjibhai Jivani		(13.00)		(13.00)		(13.00)		(13.00)
Dhirubhai Bhurabhai Boda		(2.00)		(2.00)		(2.00)		(2.00)
Hardik Rajeshbhai Likhiya		(12.50)		(12.50)		(12.50)		(12.50)
Hina Yogesh Gandhi		(96.49)		(96.49)		(96.49)		(96.49)
Jayesh Mavjibhai Chaniyra		(26.90)		(26.90)		(26.90)		(26.90)
Karan Pravinbhai Shah		(10.59)		(10.59)		(10.59)		(10.59)
Khushbuben Rameshbhai Derasariya		(7.50)		(7.50)		(7.50)		(7.50)
Meenaben C.Gandhi		(87.35)		(87.35)		(87.35)		(87.35)
Nayna Pravinbhai Mehta		(14.50)		(14.50)		(14.50)		(14.50)
Payal Vishal Gandhi		(21.17)		(21.17)		(21.17)		(21.17)
Pravinchandra Sevantilal Sheth - HUF		(16.29)		(16.29)		(16.29)		(16.29)
Rajesh S. Shah		(21.17)		(21.17)		(21.17)		(21.17)
Rameshbhai Babulal Bhadja		(10.75)		(10.75)		(10.75)		(10.75)
Sadhna Sureshbhai Mehta		(27.00)		(27.00)		(27.00)		(27.00)
Utsav V Mehta		(7.00)		(7.00)		(7.00)		(7.00)
Vardhman Vitrifi ed Pvt. Ltd.		18.94		18.94		18.94		18.94
Nilcity Plast Pvt. Ltd.		(0.71)		(0.71)		(0.71)		(0.71)
Vardhman Vitrifi ed Pvt. Ltd.		(1.00)		(1.00)		(1.00)		(1.00)
Guarantee Received - Promoter Group	86,258.31			86,258.31	86,258.31			86,258.31
Nitco Limited Employees Group Gratuity Schemes			(245.56)	(245.56)			(237.60)	(237.60)
Nitco Tiles Ltd. Superannuation Fund			-	-			-	-

NITCO LIMITED

38. Employee benefi t plans

a) Defi ned Contribution Plans

b) Defi ned benefi t Plan

A. Movements in present value of defi ned benefi t obligation

		(` in Lakh)
	March 31, 2019	March 31, 2018
Defi ned benefi t obligation at the beginning of the year	820.82	724.56
Current service cost	78.41	74.63
Interest Expense or Cost	59.06	49.23
Past Service Cost	-	14.38
Benefi ts paid	(56.67)	(62.80)
Actuarial (gain)/ loss	(17.00)	20.82
Defi ned benefi t obligation at the end of the year	884.62	820.82

B. Movements in the fair value of plan assets

		(` in Lakh)
	March 31, 2019	March 31, 2018
Fair value of plan assets at the beginning of the year	583.22	599.92
Investment income	41.97	40.77
Contribution by employer	72.28	1.91
Benefi ts paid	(56.67)	(59.74)
Expected Interest Income on plan assets	(1.74)	0.36
Fair value of plan assets at the end of the year	639.06	583.22

C. Amount recognized in the balance sheet

		(` in Lakh)
	March 31, 2019	March 31, 2018
Fair value of plan assets	884.62	820.82
Defi ned benefi t obligation	639.06	583.22
Net Asset/ (Liability) recognised in the Balance Sheet	(245.56)	(237.60)
Eff ects of Asset Ceiling, if any	-	-
Amount recognised in the Balance Sheet	(245.56)	(237.60)

D. Amount recognised in Statement of Profi t and Loss

		(` in Lakh)
	March 31, 2019	March 31, 2018
Current service cost	78.41	74.63
Past service cost	-	14.38
Net Interest Cost / (Income) on the Net Defi ned Benefi t Liability / (Asset)	17.09	8.46
Amount recognised in Statement of Profi t and Loss	95.50	97.47

E. Amount recognised in Other Comprehensive Income

		(` in Lakh)
	March 31, 2019	March 31, 2018
Actuarial changes arising from changes in demographic assumptions	(6.02)	7.96
Actuarial changes arising from changes in fi nancial assumptions	5.32	(12.01)
Experience adjustments	(16.29)	21.81
Return on plan assets, excluding amount recognized in net interest expense	1.75	2.73
Amount recognised in Other Comprehensive Income	(15.27)	20.49

F. The major categories of plan assets of the fair value of the total plan assets are as follows:

Gratuity	March 31, 2019	March 31, 2018
Investment Details	Funded	Funded
Funds managed by Insurer	100%	100%

G. The principal assumptions used in determining gratuity liability for the Company's plans are shown below:

	March 31, 2019	March 31, 2018
Discount rate (per annum)	7.20%	6.80%
Salary growth rate (per annum)	5.00%	5.00%
Retirement age	60 for PI	60 for PI
	employees and	employees and
	58 for rest of	58 for rest of
	the employees	the employees

H. A quantitative sensitivity analysis for signifi cant assumption as at March 31, 2019 is as shown below:

				(` in Lakh)
			March 31, 2019	March 31, 2018
Defi ned Benefi t Obligation (Base)			884.62	820.82
	March 31, 2019		March 31, 2018
	Decrease	Increase	Decrease	Increase
Discount Rate (- / + 1%)	916.45	854.98	846.91	796.30
(% change compared to base due to sensitivity)	3.6%	-3.4%	3.2%	-3.0%
Salary Growth Rate (- / + 1%)	854.76	915.98	795.84	846.78
(% change compared to base due to sensitivity)	-3.40%	3.50%	-3.0%	3.2%
Attrition Rate (- / + 50% of attrition rates)	857.59	895.62	792.93	831.50
(% change compared to base due to sensitivity)	-3.10%	1.20%	-3.4%	1.3%
Mortality Rate (- / + 10% of mortality rates)	884.53	884.71	820.75	820.89
(% change compared to base due to sensitivity)	0.0%	0.0%	0.0%	0.0%

The following payments are expected contributions to the defi ned benefi t plan in future years (In absolute terms i.e. undiscounted):

		(` in Lakh)
	March 31, 2019	March 31, 2018
Within the next 12 months (next annual reporting period)	314.57	261.88
Between 2 and 5 years	471.61	531.82
Between 6 and 10 years	261.79	197.47
Beyond 10 years	111.45	59.91

39. Disclosure pursuant to Ind AS 108 "Operating Segment"

The Company's operating segments are established on the basis of those components of the group that are evaluated regularly by the Executive Committee (the 'Chief Operating Decision Maker' as defi ned in Ind AS 108 - 'Operating Segments'), in deciding how to allocate resources and in assessing performance. These have been identifi ed taking into account nature of products and services, the diff ering risks and returns and the internal business reporting systems.

The Company has two principal operating and reporting segments; viz. Tiles and related products and Real Estate.

The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting.

a. Revenue and Expenses have been identifi ed to a segment on the basis of relationship to operating activities of the segment. Revenue and Expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocable".
b. Segment Assets and Segment Liabilities represent Assets and Liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as "Unallocable".

			(` in Lakh)
		As at March 31, 2019	As at March 31, 2018
1	Net sales / Income from operations
	- Tiles and other related products	59,365.26	58,477.17
	- Real estate	280.41	3,224.58
	Total Revenue	59,645.67	61,701.75

2	Segment results
	- Tiles and other related products	(3,854.73)	(7,732.66)
	- Real estate	24.06	515.60
	Total Segment Profi t/(Loss)	(3,830.67)	(7,217.06)
	Less : Interest and other fi nancial cost	2,306.61	1,385.53
	Exceptional items	-	(24,786.41)
	Profi t /(Loss) Before Tax	(6,137.28)	16,183.82

A. Business Segment:

3 Capital Employed

		Segment Asset	Segment Liabilities
	As at March 31, 2019	As at March 31, 2018	As at March 31, 2019	As at March 31, 2018
- Tiles and other related products	97,601.93	1,00,811.31	30,951.21	29,491.47
- Real estate	26,887.21	27,456.32	436.50	406.64
- Unallocated/ Corporate	6,265.85	6,502.59	-	-
Total Capital Employed	1,30,754.99	1,34,770.22	31,387.71	29,898.11

B. Geographical Segment :

Geographical revenues are segregated based on the revenue of the respective clients.

						(` in Lakh)
Particulars	India			Rest of the world		Total
	Year ended March 31, 2019	Year ended March 31, 2018	Year ended March 31, 2019	Year ended March 31, 2018	Year ended March 31, 2019	Year ended March 31, 2018
Segment revenue	56,021.13	59,695.22	3,624.54	2,006.53	59,645.67	61,701.75
Carrying cost of Segment assets	1,30,365.20	1,34,449.47	389.79	320.75	1,30,754.99	1,34,770.22
Addition of fi xed assets and tangible assets	887.97	476.37	-	-	887.97	476.37

40. Commitments & Contingencies

(a) Leases

(i) Operating Lease

(ii) Finance Leases

For net carrying amount of assets acquired under fi nance lease as at March 31, 2019. Refer note 3 Property, Plant and Equipment.

Maturity profi le of fi nance lease obligations are as under :

						(` in Lakh)
Particulars	Outstanding as at			Future Interest		Future Obligations
	March 31, 2019	March 31, 2018	March 31, 2019	March 31, 2018	March 31, 2019	March 31, 2018
With one year	48.69	50.67	2.56	2.64	51.25	53.31
later than one year and not later than fi ve years	60.02	32.17	14.07	8.61	74.09	40.78
After fi ve year	-	-	-	-	-	-
Total	108.71	82.84	16.63	11.25	125.34	94.09

(b) Commitments

138

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) as on March 31, 2019 are 65.42 Lakh (March 31, 2018 - 17.76 Lakh).

(c) Contingent Liabilities

				(` in Lakh)
			As at March 31, 2019	As at March 31, 2018
a)		Bank Guarantee given by the company (refer to note (ii) below)	326.78	480.37
b)	against	Demands against the company not acknowledged as debts and not provided for
	i.	Penalty levied by DGFT, Delhi (refer to note (iii) below)	16,980.00	16,980.00
	ii.	Demand order for unearned income (refer to note (iv) below)	5,105.88	5,105.88
	iii.	In respect of Value added tax, Service Tax, GST, Custom Duty and Income Tax Demands pending before various authorities and in dispute	1,866.59	64.36
c)		Legal matters	146.44	110.34

i. It is not practicable to estimate the timing of cash outfl ows, if any, in respect of matters at (a) to (d) above pending resolution of the arbitration/appellate proceedings.
ii. Expired Bank Guarantees which have not been returned to the company amounting to ` 3,673.77 lakhs have not been included in the above point no. a. above.
iii. The Additional Director General Foreign Trade (ADGFT) had levied penalty of ` 17,000 lakhs for irregular / non fulfi lment of export obligation and the same has been confi rmed by the Appellate Bench of DGFT, New Delhi. The company has been advised that the order is bad in law and accordingly will agitate the matter before the appropriate forum. No provision has been made in the Accounts for the same.
iv. Pursuant to scheme of amalgamation sanctioned by the Hon'ble Bombay High Court with Particle Board India Limited during 2011, a land parcel held by Particle Board India Limited was transferred to the Company. Revenue department has raised a demand for unearned income of ` 5,105.88 Lakh in this regard. The company has fi led a fi led writ petition with the Hon'ble Bombay High Court in respect of same and the writ is pending for hearing.
v. Under the restructuring agreement the Company, after obtaining approval from JMFARC had written back borrowings amounting to ` 40,560.23 Lakh in the F.Y. 2017-18. Under the restructuring agreement JMFARC has the right to revoke in the case of default, all the reliefs and concessions granted to the company.

41. Capital Management

			(` in Lakh)
		As at March 31, 2019	As at March 31, 2018
Debt#	A	88,501	87,849
Cash & cash equivalent	B	6,016	6,657
Net Debt	C=(A-B)	82,485	81,192
Equity	D	12,232	18,223
Net Debt to Equity ratio	E=(C/D)	6.74	4.46

42. Financial instruments

The following methods and assumptions have been used to estimate the fair values:

Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

There is no fair valuation of fi nancial instruments.

NITCO LIMITED

The carrying values of the fi nancial instruments by categories were as follows

				(` in Lakh)
	As at March 31, 2019		As at March 31, 2018
	Carrying Value	Fair Value	Carrying Value	Fair Value
Financial assets at amortised cost:
Cash and cash equivalents (Refer Note 11)	1,593.20	1,593.20	1,806.29	1,806.29
Other Bank Balances (Refer Note 12)	4,423.26	4,423.26	4,851.01	4,851.01
Trade Receivables (Refer Note 10)	20,975.76	20,975.76	20,261.10	20,261.10
Loans (Refer note 13)	3,862.43	3,862.43	3,912.85	3,912.85
Other Financial Assets (Refer Note 6 & 14)	3,886.56	3,886.56	3,873.47	3,873.47
Total	34,741.21	34,741.21	34,704.72	34,704.72
Financial assets at fair value through Profi t and Loss	-	-	-	-
Investments	-	-	-	-
Financial assets at fair value through Other Comprehensive Income:	Nil	Nil	Nil	Nil
Financial liabilities at amortised cost:
Trade Payables (Refer note 23)	20,709.35	20,709.35	16,612.32	16,612.32
Other Financial Liabilities (Refer Note 24)	2,236.22	2,236.22	2,581.52	2,581.52
Borrowings (Refer Note 19, 22 & 24)	88,501.01	88,501.01	87,849.17	87,849.17
Total	1,11,446.58	1,11,446.58	1,07,043.01	1,07,043.01
Financial liabilities at fair value through Statement of Profi t and Loss	Nil	Nil	Nil	Nil
Financial liabilities at fair value through Other Comprehensive Income	Nil	Nil	Nil	Nil

43. Financial risk management objectives:

i. Foreign currency risk:

140

Consolidated Financial Statements

	% Change	Eff ect on profi t /(Loss) before tax
	in foreign currency rate	USD	EUR	AED	AUD	Total
As at March 31, 2019	+5%	(11.58)	(3.44)	(0.98)	-	(16.00)
	-5%	11.58	3.44	0.98	-	16.00

As at March 31, 2018	+5%	(20.66)	7.06	(0.92)	0.40	(14.12)
	-5%	20.66	(7.06)	0.92	(0.40)	14.12

ii. Interest Rate Risk

The Company is exposed to interest rate risk because the Company borrows funds at both fi xed and fl oating interest rates. Interest rate risk can be either fair value interest rate risk or cash fl ow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fi xed interest bearing investments because of fl uctuations in the interest rates, in cases where the borrowings are measured at fair value through profi t or loss. Cash fl ow interest rate risk is the risk that the future cash fl ows of fl oating interest bearing investments will fl uctuate because of fl uctuations in the interest rates.

Exposure to Interest Rate Risk

		(` in Lakh)
	March 31, 2019	March 31, 2018
Fixed Rate Borrowings	84,945.69	82,748.22
Floating Rate Borrowings	3,555.32	5,100.95
Total Borrowing	88,501.01	87,849.17

Interest rate sensitivity analysis

The sensitivity analysis below have been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting period. For fl oating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease is used for the purpose of sensitivity analysis.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company's profi t before tax for the year ended March 31, 2019 would decrease/increase by 17.78 lakh (for the year ended March 31, 2018: decrease/ increase by 25.50 Lakh)

iii. Credit risk

Ageing of current trade receivables (Note 10) considered by the Management for this purpose are as under:

		(` in Lakh)
	March 31, 2019	March 31, 2018
Trade Receivables outstanding for a period exceeding six months from the date they are due for payment.	5,444.39	5,067.42
Other trade receivables	15,531.37	15,193.68
Total	20,975.76	20,261.10

In addition the Company is exposed to credit risk in relation to the maximum related party credit exposure at March 31, 2019 on account of carrying amount of loan / advances /deposit, trade and other receivables and guarantees is disclosed in note 37 on related party transactions. Based on the creditworthiness of the related parties, fi nancial strength of related parties and

its parents and past history of recoveries from them, the credit risk is mitigated. Credit risk relating to unrelating parties is minimised as the Company deals only with reputed parties.

Cash and cash equivalents are held with reputable and credit-worthy banks.

iv. Liquidity risk

Liquidity table:

							(` in Lakh)
	On demand	< 1 year	1 - 3 yers	3 - 5 years	> 5 years	Total	Carrying Amount
Year ended March 31, 2019
Borrowings	2,133.99	12,115.05	14,515.10	25,704.72	34,032.15	88,501.01	88,501.01
Trade payables	-	20,709.35	-	-	-	20,709.35	20,709.35
Other fi nancial liabilities	846.35	1,389.87	-	-	-	2,236.22	2,236.22
Total	2,980.34	34,214.27	14,515.10	25,704.72	34,032.15	1,11,446.58	1,11,446.58
Year ended March 31, 2018
Borrowings	2,110.04	4,341.34	14,669.76	32,695.88	34,032.15	87,849.17	87,849.17
Trade payables	-	16,612.32	-	-	-	16,612.32	16,612.32
Other fi nancial liabilities	787.05	1,794.47	-	-	-	2,581.52	2,581.52
Total	2,897.09	22,748.13	14,669.76	32,695.88	34,032.15	1,07,043.01	1,07,043.01

44. Research and development expenditure

		(` in Lakh)
Particulars	Year ended March 31, 2019	Year ended March 31, 2018
Revenue expenditure charged to profi t and loss account (incl. depreciation on Property, plant and equipment)	84.92	119.63
Capital expenditure	-	-

45. Balance confi rmation

Balances of sundry debtors, sundry creditors, loans and advances, deposits are subject to confi rmation and reconciliation. Accounts receivables are net of advances.

In terms of our report of even date annexed For and on behalf of the Board

For Nayak & Rane	Vivek Talwar	Bharti Dhar	Sharath Bolar
Chartered Accountants	Chairman & Managing Director	Director	Director
FRN No. 117249W	(DIN: 00043180)	(DIN: 00442471)	(DIN: 07009701)
Suraj Nayak	Mahesh Shah	B. G. Borkar	Puneet Motwani
Partner	CEO	CFO	Company Secretary
Membership No.: 049645			(ACS No: 38530)

Place : Mumbai Dated: May 31, 2019

Registered Offi ce: Plot No. 3, Nitco House, Kanjur Village Road, Kanjur Marg (East), Mumbai – 400 042. Tel: +91 22 6752 1555 l Fax: +91 22 6752 1500 l Email: [email protected] CIN: L26920MH1966PLC016547 l Website: www.nitco.in

Form No. MGT-11 PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

	Name of the member (s):
	Registered address:

	E-mail Id:
	Folio No/ Client Id:
	DP ID:
	I/We, being the member(s) of	shares of the above named company, hereby appoint:
1.	Name:	E-mail Id:
	Address:
		Signature or failing him
2.	Name:	E-mail Id:
	Address:
		Signature or failing him
3.	Name:	E-mail Id:
	Address:
		Signature

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 53rd Annual General Meeting of the company, to be held on Thursday, September 19, 2019 at 11: 00 a.m. at M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, Kala Ghoda, Mumbai - 400 001 and at any adjournment thereof in respect of such resolutions as are indicated overleaf:

Resolution No.	Description
Ordinary Business		Vote For	Vote Against
1.	Consider and adopt :
	a) the Audited Standalone Financial Statements of the Company for the Financial Year ended on March 31, 2019 and the Reports of Directors and Auditors of the Company thereon;
	b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended on March 31, 2019 together with the Report of the Auditor's thereon.
2.	To appoint a Director in place of Mr. Vivek Talwar (DIN: 00043180) who retires by rotation and being eligible, off ers himself for re-appointment.
Special Business
3.	To consider re-appointment of Mr. Sharath Bolar (DIN: 07009701) as an Independent Director of the Company for another term of 5 years.
4.	To consider re-appointment of Ms. Bharti Dhar (DIN: 00442471) as an Independent Director of the Company for another term of 5 years.
5.	To consider appointment of Mr. Siddharth Kothari (DIN: 02594732) as an Independent Director of the Company.
6.	To appoint M/s. R. K. Bhandari & Co., Cost Accountants, (Firm Registration Number 10682) as Cost Auditors of the Company.

Signed on this day of 2019.

Signature of shareholder Signature of Proxy holder(s)

Notes:

This form of proxy in order to be eff ective should be duly completed, signed and deposited at the Registered Offi ce of the Company, not less than 48 hours before the commencement of the Meeting.

Affi x Revenue Stamp

The Proxy need not be a member of the Company. A person can act as proxy on behalf of Members not exceeding fi fty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. Further, a Member holding more than ten percent, of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or Member.

Registered Offi ce: Plot No. 3, NITCO House, Kanjur Village Road, Kanjur Marg (East), Mumbai – 400042 Tel: +91 22 6752 1555 / Fax: +91 22 6752 1500 / Email: [email protected] CIN: L26920MH1966PLC016547 / Website: www.nitco.in

NOTICE

Notice is hereby given that the 53rd Annual General Meeting of the Members of Nitco Limited ('the Company') will be held on Thursday, the 19th day of September, 2019 at 11.00 a.m. at M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, Kala Ghoda, Mumbai – 400 001, to transact, with or without modifi cations, as may be permissible, the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt
a) the Audited Standalone Financial Statements of the Company for the Financial Year ended on March 31, 2019 and the Reports of Directors and Auditors of the Company thereon;
b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended on March 31, 2019 together with the Report of the Auditor's thereon.
1. To appoint a Director in place of Mr. Vivek Talwar (DIN: 00043180) who retires by rotation and being eligible, off ers himself for re-appointment.

SPECIAL BUSINESS

To consider and if thought fi t, to pass with or without modifi cation(s) the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Rules framed there under (including any statutory modifi cation(s) or re-enactment thereof for the time being in force), Mr. Sharath Bolar (DIN: 07009701), Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Companies Act, 2013 and whose period of offi ce is not liable to determination by retirement of Directors by rotation under the provisions of the Companies Act, 2013 and whose term of offi ce expires on November 11, 2019 in his capacity as a Non-Executive Independent Director, being so eligible, be re-appointed as an Independent Director of the Company and he shall hold offi ce for a term not exceeding upto 5 (Five) consecutive years w.e.f. November 12, 2019 upto November 11, 2024 and who shall not be liable to retire by rotation."

To consider and if thought fi t, to pass with or without modifi cation(s) the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Rules framed there under (including any statutory modifi cation(s) or re-enactment thereof for the time being in force), Ms. Bharti Dhar (DIN: 00442471), Director of the Company, who has submitted a declaration that she meets the criteria for independence as provided in section 149(6) of the Companies Act, 2013 and whose period of offi ce is not liable to determination by retirement of Directors by rotation under the provisions of the Companies Act, 2013 and whose term expires on March 30, 2020 in her capacity as a Non-Executive Independent Director, being so eligible, be re-appointed as an Independent Director of the Company and she shall hold offi ce for a term not exceeding upto 5 (Five) consecutive years w.e.f. March 31, 2020 upto March 30, 2025 and who shall not be liable to retire by rotation."

To consider and if thought fi t, to pass with or without modifi cation(s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of sections 149, 152 read with Schedule IV and section 160 read with Companies (Appointment and Qualifi cation of Directors) Rules, 2014, and all other applicable provisions of the Companies Act, 2013 and the Rules framed there under (including any statutory modifi cation(s) or re-enactment thereof for the time being in force), relevant applicable regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and as per provisions of Articles of Association of the Company, Mr. Siddharth Kothari (DIN: 02594732), who was appointed as an Additional Director (Non-Executive and Independent) of the Company with eff ect from July 15, 2019 and who holds the said offi ce pursuant to the provisions of Section 161 of the Companies Act, 2013 upto the date of this Annual General Meeting and who is eligible for appointment under the relevant provisions of the Companies Act, 2013 and who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Companies Act, 2013 and whose period of offi ce is not liable to determination by retirement of Directors by rotation under the provisions of the Companies Act, 2013, being so eligible, be appointed as an Independent Director of the Company for a term of 2 (Two) consecutive years w.e.f. July 15, 2019 upto July 14, 2021 and who shall not be liable to retire by rotation."

To consider and if thought fi t, to pass with or without modifi cation(s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148

and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifi cation(s) or reenactment(s) thereof, for the time being in force), M/s. R. K. Bhandari & Co., Cost Accountants, (Firm Registration Number 10682), appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the fi nancial year ending March 31, 2020, be paid the remuneration as set out in the statement annexed to the Notice convening this Meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts and take all such steps as may be necessary, proper and expedient to give eff ect to this resolution."

By Order of the Board of Directors For NITCO LIMITED

Sd/- Puneet Motwani August 9, 2019 Company Secretary Mumbai

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A PERSON SHALL NOT ACT AS A PROXY FOR MORE THAN 50 MEMBERS AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL VOTING SHARE CAPITAL OF THE COMPANY. HOWEVER, A SINGLE PERSON MAY ACT AS A PROXY FOR A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL VOTING SHARE CAPITAL OF THE COMPANY PROVIDED THAT SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON.
1. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, the 13th day of September, 2019 to Thursday, the 19th day of September, 2019 (both days inclusive).
1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Businesses to be transacted at the Annual General Meeting as set out in the Notice is annexed hereto.
1. Particulars of Director(s) seeking re-appointment : Relevant particulars of Mr. Sharath Bolar (DIN: 07009701), Ms. Bharti Dhar (DIN: 00442471) and Mr. Siddharth Kothari (DIN: 02594732) are annexed with this notice and are also given in the report on Corporate Governance.
1. Members desirous of obtaining any information as regards accounts and operations of the Company are requested to write to the Company at least one week before the Meeting, so that the information could be made available at the Meeting.
1. Members are requested to furnish their Bank Account details, change of address, e-mail address, etc. to the Company's Registrar and Transfer Agent viz; Link Intime India Pvt. Ltd. (Link Intime) at the address mentioned in the Corporate Governance Report, in respect of shares held in the physical form and to their respective Depository Participants, if shares are held in electronic form.
1. Members are advised to get their shares demated by sending

Dematerialization Request Form (DRF) along with Share Certifi cates through their Depository Participant (DP) to Company's Registrar i.e. Link Intime India Private Limited (Link Intime).

1. Members wishing to claim dividends, which remain unclaimed, are requested to approach the Investor Education and Protection Fund (IEPF) Department of the Government of India. All the dividends which were not encashed or claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, have been transferred to the Investor Education and Protection Fund (IEPF) Account, as per Section 125 of the Companies Act, 2013.
1. Corporate Members intending to send their authorised representatives are requested to send a certifi ed copy of the Board Resolution/Power of Attorney authorizing their representatives to attend and vote on their behalf at the Meeting.
1. As a measure of economy, members are requested to bring copy of the Annual Report to the Meeting. Member / proxy holders shall hand over the attendance slips, duly fi lled in all respect, at the entrance of the hall for attending the Meeting.
1. Electronic copy of the Notice convening the 53rd Annual General Meeting of the Company and the Annual Report along with the process of e-voting and the Attendance slip and Proxy form is being sent to the members whose e-mail addresses are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for hard copy of the same. For members who have not registered their e-mail addresses, physical copies of the Notice convening the 53rd Annual General Meeting of the Company, along with the Annual Report, the process of e-voting and the attendance slip and proxy form is being sent to the members in the permitted mode.
1. Members may also note that the Notice of the 53rd Annual General Meeting and the Annual Report for F.Y. 2018-2019 will also be available on the Company's website at www.nitco. in. The physical copies of the aforesaid documents will also be available at the Company's Registered Offi ce in Mumbai for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same.
1. In accordance with the provisions of Section 72 of the Companies Act, 2013, members are entitled to make nominations in respect of the Equity Shares held by them, in physical form. Members desirous of making nominations may procure the prescribed form from the RTA i.e. Link Intime India Pvt. Ltd. and have it duly fi lled and sent back to them.
14. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

16. Voting through electronic means:

I. In compliance with the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and the Regulation 44 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to off er remote e-voting facility to its Members in respect of the businesses to be transacted at the 53rd Annual General Meeting ("AGM"). The Company has engaged the services of Central Depository Services (India) Limited ("CDSL") as the Authorised Agency to provide remote e-voting facilities.
II. Members are requested to note that the business may be transacted through remote e-voting system and the Company is providing facility for voting by electronic means. It is hereby clarifi ed that it is not mandatory for a Member to vote using the e-voting facility. A Member may avail of the facility at his/her/its discretion, as per the instructions provided herein:

Instructions for e-voting:

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Monday, September 16, 2019 (9.00 a.m) and ends on Wednesday, September 18, 2019 (5.00 p.m.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Thursday, September 12, 2019 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) The shareholders should log on to the e-voting website at www.evotingindia.com
(iii) Click on "Shareholders" tab.
(iv) Now Enter your User ID-
a. For CDSL: 16 digits benefi ciary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(v) Next enter the Image Verifi cation as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(vii) If you are a fi rst time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
	Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Attendance Slip indicated in the PAN fi eld.
Date of Birth (DOB) or Date of Incorporation (DOI)	Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.
Dividend Bank Details	Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.
	Please enter the DOB/DOI or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details fi eld as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on "SUBMIT" tab.
(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password fi eld. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi dential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xi) Click on the EVSN for the relevant "NITCO LIMITED" on which you choose to vote.
(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confi rmation box will be displayed. If you wish to confi rm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verifi cation code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store, Apple and Windows phone. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xix) Note for Non Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected] with the copy marked to [email protected]
After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
The list of accounts should be mailed to helpdesk. [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded

in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www. evotingindia.com, under help section or write an email to [email protected].
1. Any person who acquires shares of the Company and becomes member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. Thursday, September 12, 2019 may obtain the login ID and password by sending a request at evoting@cdslindia. com. However, if you are already registered with CDSL for remote e-voting then you can use your existing password for casting your vote.
1. A person whose name is recorded in the register of members or in the register of benefi cial owners maintained by the depositories as on the cut–off date only shall be entitled to avail the facility of remote e –voting as well as voting at the AGM through ballot paper.
1. Ms. Krupa Joisar of M/s. Krupa Joisar & Associates, Practicing Company Secretaries (Membership No. ACS A41023), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
1. The facility for voting, either through polling paper shall also be made available at the meeting and Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.
1. Members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.
1. The voting rights of the shareholders shall be in proportion of their shares of the paid up equity share capital of the Company as on the cut off date i.e. September 12, 2019.
1. The Results declared alongwith the Scrutinizer's Report shall be placed on the Company's website at www. nitco.in and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorised by him in writing. The results shall also be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.
1. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Offi ce of the Company during normal business hours (9.00 am to 6.00 pm) on all working days except Saturdays, up to and including the date of the Annual General Meeting of the Company.

ANNEXURE TO NOTICE

Statement In Respect of the Special Business Pursuant to Section 102(1) of the Companies Act, 2013:

Item No. 3:

The Company in its 49th AGM held on September 21, 2015 had appointed Mr. Sharath Bolar as an Independent Director of the Company for the period of 5 consecutive years from November 12, 2014 and his current term will expire on November 11, 2019. However, being eligible under necessary provisions of the Companies Act, 2013, he off ers himself for re-appointment.

Keeping in view of his rich experience and contributions throughout his tenure and on the recommendation of the Board and Nomination and Remuneration Committee, it is proposed to re-appoint Mr. Sharath Bolar as an Independent Director of the Company for the second term of fi ve consecutive years w.e.f. November 12, 2019 upto November 11, 2024

The Company has received consent in writing from Mr. Sharath Bolar, to act as Director in form DIR -2 pursuant to Rule 8 of Companies (Appointment and Qualifi cation of Directors) Rules, 2014 and intimation in Form DIR-8 in terms of Companies (Appointment and Qualifi cation of Directors) Rules, 2014 to the eff ect that he is not disqualifi ed under sub-section 2 of Section 164 of the Companies Act, 2013.

Further, in terms of provisions of Sections 149 and 152, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualifi cation of Directors) Rules, 2014, the Company hereby recommends to re-appoint Mr. Sharath Bolar as an Independent Director of the Company within the meaning of Section 2(47) read with Section 149(6) of the Companies Act, 2013 for a term not exceeding 5 (Five) consecutive years w.e.f. November 12, 2019 upto November 11, 2024 and who shall not be liable to retire by rotation.

The Company has also received declaration from Mr. Sharath Bolar that he meets the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013.

Accordingly, the Company hereby seeks the approval of shareholders for the re-appointment of Mr. Sharath Bolar as an Independent Director of the Company by passing Special Resolution.

Detailed credential of Mr. Sharath Bolar is given in the Corporate Governance Report attached to the Annual Report of the Company.

Details of Mr. Sharath Bolar, as required to be given pursuant to the Listing Regulations and the Secretarial Standards is attached to this notice.

The Board of Directors recommend the Special Resolution as set out in Item no. 3 of the Notice for the approval of the shareholders.

Other than Mr. Sharath Bolar and his relatives, none of the Directors or Key Managerial Personnels of the Company or their respective relatives are in any way, concerned or interested, fi nancially or otherwise, in the proposed resolution.

Item No. 4:

The Company in its 49th AGM held on September 21, 2015 had appointed Ms. Bharti Dhar as an Independent Director of the Company for the period of 5 consecutive years from March 31, 2015 and her current term will expire on March 30, 2020. However, being eligible under necessary provisions of the Companies Act, 2013, she off ers herself for re-appointment.

Considering her rich experience and contributions throughout her tenure and on the recommendation of the Board and Nomination and Remuneration Committee, it is proposed to re-appoint Ms. Bharti Dhar as an Independent Director of the Company for the second term of fi ve consecutive years w.e.f. March 31, 2020 upto March 30, 2025

The Company has received consent from Ms. Bharti Dhar, in writing to act as Director in form DIR -2 pursuant to Rule 8 of Companies (Appointment and Qualifi cation of Directors) Rules, 2014 and intimation in Form DIR-8 in terms of Companies (Appointment and Qualifi cation of Directors) Rules, 2014 to the eff ect that she is not disqualifi ed under sub-section 2 of Section 164 of the Companies Act, 2013.

Further, in terms of provisions of Sections 149 and 152, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualifi cation of Directors) Rules, 2014, the Company hereby recommends to re-appoint Ms. Bharti Dhar as an Independent Directors of the Company within the meaning of Section 2(47) read with Section 149(6) of the Companies Act, 2013 for a term not exceeding 5 (Five) consecutive years w.e.f. March 31, 2020 upto March 30, 2025 and who shall not be liable to retire by rotation.

The Company has also received declaration from Ms. Bharti Dhar that she meets the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013.

Accordingly, the Company hereby seeks the approval of shareholders for the re-appointment of Ms. Bharti Dhar as an Independent Director of the Company by passing Special Resolution.

Detailed credential of Ms. Bharti Dhar is given in the Corporate Governance Report attached to the Annual Report of the Company.

Details of Ms. Bharti Dhar, as required to be given pursuant to the Listing Regulations and the Secretarial Standards is attached to this notice.

The Board of Directors recommend the Special Resolution as set out in Item no. 4 of the Notice for the approval of the shareholders.

Other than Ms. Bharti Dhar and her relatives, none of the Directors or Key Managerial Personnels of the Company or their respective relatives are in any way, concerned or interested, fi nancially or otherwise, in the proposed resolution.

Item No. 5

Mr. Siddharth Kothari (DIN: 02594732) was appointed as an Additional Director (Non-executive & Independent) w.e.f. July 15, 2019 through Circular Resolution passed by the Board of Directors, which was subject to the shareholder's approval.

The Company has received consent from Mr. Siddharth Kothari, in writing to act as Director in form DIR -2 pursuant to Rule 8 of Companies (Appointment and Qualifi cation of Directors) Rules, 2014 and intimation in Form DIR-8 in terms of Companies (Appointment and Qualifi cation of Directors) Rules, 2014 to the eff ect that he is not disqualifi ed under sub-section 2 of Section 164 of the Companies Act, 2013.

Further, in terms of provisions of Sections 149 and 152, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualifi cation of Directors) Rules, 2014, the Board hereby

recommends appointment of Mr. Siddharth Kothari as an Independent Directors of the Company within the meaning of Section 2(47) read with Section 149(6) of the Companies Act, 2013 for a term of 2 (two) consecutive years w.e.f. July 15, 2019 upto July 14, 2021 and who shall not be liable to retire by rotation.

The Company has also received declaration from Mr. Siddharth Kothari that he meets the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013.

Accordingly, the Company hereby seek the approval of shareholders for the appointment of Mr. Siddharth Kothari as an Independent Director of the Company by passing Ordinary Resolution.

Details of Mr. Siddharth Kothari, as required to be given pursuant to the Listing Regulations and the Secretarial Standards is attached to this notice.

The Board of Directors recommend the Ordinary Resolution as set out in Item no. 5 of the Notice for the approval of the shareholders.

Other than Mr. Siddharth Kothari and his relatives, none of the Directors or Key Managerial Personnels of the Company or their respective relatives are in any way, concerned or interested, fi nancially or otherwise, in the proposed resolution.

Item No. 6:

The Board of Directors at its meeting held on May 31, 2019 on the recommendation of the Audit Committee, approved the appointment of M/s. R. K. Bhandari & Co., Cost Accountants (Firm Registration Number 101435), as the Cost Auditor for audit of the cost accounting records of the Company for the financial year ending March 31, 2020, at a remuneration amounting to ` 40,000/- (Rupees Fourty Thousand only) excluding out of pocket expenses, if any. In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditor shall be ratified by the shareholders of the Company.

The Board of Directors recommend the Ordinary Resolution as set out in Item no. 6 of the Notice for the approval of the shareholders.

None of the Directors, Key Managerial Personnels or their relatives are concerned or interested in the proposed Ordinary Resolution as set out at Item No. 6 of this Notic e.

By Order of the Board of Directors For NITCO LIMITED

Sd/- August 9, 2019 Puneet Motwani Mumbai Company Secretary

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING

(Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard- 2)

Name of the Director Mr. Sharath Bolar Date of Birth 05/12/1950 Date of fi rst Appointment on the Board 12/11/2014 Experience/Expertise in specifi c functional areas/ Brief resume of the Director (Development) in the year 2012. Terms & conditions of appointment/re-appointment As per explanatory statement attached to the Notice. Details of remuneration sought to be paid and remuneration As per explanatory statement attached to the Notice. last drawn Disclosure of Relationship with other Directors, Manager and NA Key Managerial Personnel of the Company Number of meetings of the Board of Directors attended during 4/4 the F.Y. 2018-19 Other Directorships held Companies in which he is a Director : NIL Membership/Chairmanship of Committees of other Boards NIL Shareholding in the Company NIL
Mr. Sharath Bolar has 38 years of success in Project Management, Plant Operation, System Implementation. He has completed B.Sc. (Hons) First Class in Chemistry from Bombay University. He Retired from service with Everest Industries Ltd, Delhi as Vice President

Date of Birth 27/06/1966 Date of fi rst Appointment on the Board 31/03/2015 Experience/Expertise in specifi c functional areas/ Brief resume Ms. Bharti Dhar is a qualifi ed Cost and Management Accountant. of the Director She has rich and varied experience of 29 years in the fi eld of HR. Her long working career has given her exposure and deep insight to the functioning of Government as well as Corporate sector. Nineteen years back, she envisioned Vitasta Consulting Pvt. Ltd. as a professional HR services organization. She saw the need for creating a process driven, values based organisation that would be known for its professionalism. The organisation started as a one woman proprietary concern and has blossomed into a vibrant team of 40 young and dynamic professionals, most of them being women. Terms & conditions of appointment/re-appointment As per explanatory statement attached to the Notice. Details of remuneration sought to be paid and remuneration As per explanatory statement attached to the Notice. last drawn Disclosure of Relationship with other Directors, Manager and NA Key Managerial Personnel of the Company Number of meetings of the Board of Directors attended during 4/4 the F.Y. 2018-19 Other Directorships held Companies in which she is a Director : 1. Vitasta Consulting Pvt. Ltd. Membership/Chairmanship of Committees of other Boards NIL	Name of the Director	Ms. Bharti Dhar










	Shareholding in the Company	NIL

Name of the Director	Mr. Siddharth Kothari
Date of Birth	24/04/1976
Date of fi rst Appointment on the Board	15/07/2019
Experience/Expertise in specifi c functional areas/ Brief resume of the Director	Mr. Siddharth Kothari is employed with JM Financial Limited since March 2006 and is a Managing Director of the Private Equity division. Mr. Kothari has over 20 years of work experience of which he has over 12 years in private equity. Mr. Kothari holds a degree in Bachelors in Commerce, graduating from Sydenham College, Mumbai University and is a qualifi ed Chartered Accountant. Mr. Kothari focusses on sectors such as fi nancial, manufacturing and consumer services and has worked across the investment life cycle. Siddharth brings expertise in providing strategic inputs to companies in various sectors, along with strong fi nancial skills.
Terms & conditions of appointment/re-appointment	As per explanatory statement attached to the Notice.
Details of remuneration sought to be paid and remuneration last drawn	As per explanatory statement attached to the Notice.
Disclosure of Relationship with other Directors, Manager and Key Managerial Personnel of the Company	NA
Number of meetings of the Board of Directors attended during the F.Y. 2018-19	NA
Other Directorships held	Companies in which he is a Director :
	1) India Home Loan Limited
	2) Sona Autocomp Holding Pvt. Ltd.
	3) Diagnosearch Life Sciences Pvt. Ltd.
Membership/Chairmanship of Committees of other Boards	NIL
Shareholding in the Company	NIL

ROUTE MAP TO THE VENUE OF THE FIFTY THIRD ANNUAL GENERAL MEETING OF NITCO LIMITED TO BE HELD ON THURSDAY, SEPTEMBER 19, 2019.

Registered Office: Plot No. 3, Nitco House, Kanjur Village Road, Kanjur Marg (East), Mumbai – 400 042. Tel: +91 22 6752 1555 ^l Fax: +91 22 6752 1500 ^l Email: investorgrievances@nitco.in CIN: L26920MH1966PLC016547 ^l Website: www.nitco.in

ATTENDANCE SLIP

53rd ANNUAL GENERAL MEETING ON THURSDAY, SEPTEMBER 19, 2019

Name and address of the shareholder(s)

Joint Holder 1

Registered Folio/ DP ID & Client ID Number of share held

I/ We hereby record my/our presence at the 53rd Annual General Meeting of the Company held at M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, Kaikhushru Dubash Marg, Behind Prince of Wales Museum, Kala Ghoda, Mumbai– 400 001 on Thursday, September 19, 2019 at 11.00 a.m.

Member's Folio/DP ID/ Client ID No. Member's/Proxy's name Member's/Proxy's Signature

_________________________________ _________________________________ _________________________________

Note:

Please fill in the Folio/DP ID-Client ID No., name and sign this Attendance Slip and hand it over at the Attendance Verification Counter at the ENTRANCE OF THE MEETING HALL.

ELECTRONIC VOTING PARTICULARS

Electronic Voting Sequence Number (EVSN)	User ID	Password
190819019		Existing Password

Notes:

The voting period starts from, September 16, 2019 (9:00 am IST) and ends on September 18, 2019 (5:00 pm IST). The voting module shall be disabled by CDSL for voting thereafter.
Please read the instructions for e-voting given along with the Annual Report.

Note: Please Bring The Above Attendance Slip To The Meeting Hall.

AI assistant

Nitco Ltd. — Annual Report 2019

62410_rns_2019-08-28_4436b1f4-c63c-447b-8e48-bd7602411815.pdf

26th August, 2019

Ref. : - BSE Code : 532722; NSE Code : NITCO; ISIN : INE858F01012

DIRECTORS' REPORT

Dear Members,

Financial results

Review of operation

Share Capital

Employee Stock Option Plan (ESOP)

Borrowing

Joint Venture with New Vardhman Vitrifi ed Tiles Pvt. Ltd.

Subsidiary Companies and Consolidated Financial Statements

Credit Rating

Dividend

Material Changes

Internal Control System

(i) Internal Control Systems and their adequacy

(ii) Internal Controls over Financial Reporting

Directors' Responsibility Statement

Directors

Board Evaluation

Key Managerial Personnel

Appointed as Chief Executive Offi cer w.e.f. October 24, 2018

Corporate Governance

Management Discussion and Analysis

Contracts and Arrangements with Related Parties

Transfer to Investor Education and Protection Fund (IEPF)

Corporate Social Responsibility

Risk and Concern

Public Deposits

Auditors

Auditor's Report

Secretarial Audit

Cost Audit

Audit Committee

Vigil Mechanism

Meetings of the Board

Remuneration Policy

Prevention of Sexual Harassment of Women at Workplace

Particulars of Loans given, Investments made, Guarantees given and Securities provided

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

Extract of Annual Return

Particulars of Employees and related disclosures

General

Appreciation and acknowledgement

For and on behalf of the Board

ANNEXURE II

Form No. AOC-2

Details of material contracts or arrangement or transactions at arm's length basis as on March 31, 2019

For and on behalf of the Board

ANNEXURE III

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

NITCO Limited

We further report that:

For, Mayur More & Associates Company Secretaries

Mayur M More

'ANNEXURE A'

To The Members,

NITCO Limited

Sub: Our Report of even date is to be read along with this letter.

For, Mayur More & Associates Company Secretaries

Mayur M More

ANNEXURE IV

A) Following actions has been taken for the Energy Conservation

B) Technology Absorption

C) Foreign exchange earnings and outgo:

For and on behalf of the Board

ANNEXURE V

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the fi nancial year ended on 31/03/2019

I. REGISTRATION AND OTHER DETAILS

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

Nitco Ltd. Annual Report 2019