Nitco Ltd. — Annual Report 2019

May 31, 2019

31st May, 2019

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

Dear Sir,

Sub: Outcome of the Board Meeting held today i.e. 31^st May, 2019

Pursuant to Regulation 30 & 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform that the Board of directors of the Company at their meeting held on 31^st May, 2019, has approved the following :-

• 1. The Audited Financial Results (Standalone and Consolidated) of the Company for the financial year ended 31^st March, 2019, together with statement of Assets and Liabilities as on that date;
• 1. Standalone and Consolidated Independent Auditors Report for the Financial year ended 31^st March, 2019;
• 1. Statement in the form of declaration that the report of Auditor is with unmodified opinion with respect to Audited Financial Results (Standalone and Consolidated) for the quarter and year ended 31^st March, 2019.

The Meeting of Board of Director's Commenced at 10:30 a.m. and concluded at 1:15 p.m.

Kindly treat this as a disclosure under Regulation 30(4) of the Listing Regulations, read with Para A of Part A of Schedule III of the said regulations.

Thanking you.

Yours faithfully, For Nitco Limited

Motwani Company Secretary & Compliance Officer Encl: as above

INDEPENDENT AUDITOR'S REPORT TO THE BOARD OF DIRECTORS ON AUDITED FINANCIAL RESUTLS OF NITCO LIMITED

• 1. We have audited the accompanying statement of standalone financial results of NITCO Limited ("the Company") for the quarter and year ended March 31, 2019" ('the Statement"), attached herewith, being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("the Regulation") read with SEBI Circular No CIR/CFD/FAC/62/2016 dated July 5 2016 ("the Circular").
• 1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform audit to obtain reasonable assurance about whether the Statement is free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts disclosed in financial results. An audit also includes assessing the accounting principles used and significant estimates made by the management. We believe that our audit provides a reasonable basis for our opinion.
• 1. In our opinion and to the best of our information and according to the explanations given to us, these quarterly financial results as well as the year to date results:
• $(i)$ are presented in accordance with the requirements of Regulation 33 and 52 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No CIR/CFD/FAC/62/2016 dated July 5 2016 in this regard; and
• $(ii)$ gives a true and fair view in conformity with the Ind-AS and other accounting principles generally accepted in India of the net profit including other comprehensive income and other financial information of the Company for the quarter and year ended 31st March 2019
• 1. Emphasis of Matter

"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 Rs. 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.

Mumbai Office: A Wing, 201/202 2nd Floor, Planet Industrial Estate, Subhash Road, Vile Parle (East) Mumbai - 400057.

Tel. No: +9122 26119080/26119081 Email: . nayakrane@gmail.com

Pending realisation from sale of non core assets of the Company, there was default in repayment of installments of two loans for an amount of Rs. 1101.71 lakhs., which was repayable by 31.3.2019. As such, the Company has classified these dues as Current Liabilities during the year.

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

1. We report that the figures for the quarter ended March 31, 2019 represent the derived figures between the audited figures in respect of the financial year ended March 31, 2019 and the published year-to-date figures up to December 31, 2018, being the date of the end of the third quarter of the current financial year, which were subjected to limited review, as required under the Regulations and the Circular.

For Nayak & Rane

Chartered Accountants Firm Registration No. 117249W

$\Omega$

Suraj Nayak Partner M.No. 049645

Place: Mumbai Date: May 31, 2019

RTERED ACCOUNTANTS

Auditor's Report On Quarterly Consolidated Financial Results and year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

To The Board of Directors of NITCO Limited

1. We have audited the accompanying consolidated financial results of NITCO Limited ('the Company'), comprising its subsidiaries (together 'the Group') for the year ended March, 31, 2019 included in the statement of standalone and consolidated financial results ("the Statement"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("the Regulation") read with SEBI Circular No CIR/CFD/FAC/62/2016 dated July 5 2016 ("the Circular").

The consolidated financial results included in the Statement which are the responsibility of the Company's management and approved by the Board of directors of the Company, has been compiled from the related consolidated financial statements which has been prepared in accordance with the Indian Accounting Standards, specified under Section 133 of the Companies Act 2013 read with the relevant rules issued thereunder (Ind-AS) and other accounting principles generally accepted in India. Our responsibility is to express an opinion on the consolidated results, based on our audit of the consolidated financial statements.

1. We conducted our audit of the Statement in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated results re free of material misstatements.

An audit involves performing procedures to obtain evidences about the amounts and disclosures in the consolidated results included in the Statement. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated results included in the Statement, whether due to fraud or error. In making those risks assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated results included in the Mumbai Office: A Wing, 201/202 2nd Floor, Planet Industrial Estate, Subhash Road,

Vile Parle (East) Mumbai - 400057.

Tel. No: . +9122 26119080/2611 9081 Email: . nayakrane@gmail.com

Statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal financial control. An audit also includes evaluating the appropriateness of the accounting policies used and reasonableness of accounting estimates made by the Management, as well as evaluating overall presentation of the consolidated results included in the Statement.

We believe that the audit evidence obtained by us and the audit evidence obtained by other auditors in terms of their reports referred to in paragraph 4 below, is sufficient and appropriate to provide for our audit opinion.

3. Emphasis of Matter

"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 Rs. 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 two loans for an amount of Rs. 1101.71 lakhs, which was repayable by 31.3.2019. As such, the Company has classified these dues as Current Liabilities during the year.

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

1. In our opinion and to the best of our information and explanation given to us, and based on the consideration of the reports of the other auditors on separate financial statements of the subsidiaries, the consolidated results included in the statement:

a) Includes the results of the following entities:

List of subsidiaries: NITCO Realities Pvt Limited, NITCO Holdings HK Company Limited, New Vardhman Vitrified Pvt Limited, Ferocity Properties Pvt Limited, Silversky Realities Pvt Limited, Feel Better Housing Pvt Limited, Max Wealth Properties Pvt Limited, NITCO Aviation Pvt Limited, Quick Solution Properties Pvt Limited, Roaring-Lion Properties Pvt Limited, NITCO IT Park Pvt Limited, Meghdoot Properties Pvt Limited, Aileen Properties Pvt Limited, Glamorous Properties Pvt Limited, Opera Properties Pvt Ltd.

• b) is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No CIR/CFD/FAC/62/2016 dated July 5 2016
• c) gives a true and fair view in conformity with the aforesaid Indian Accounting Standards and other accounting principles generally accepted in India of the net profit, total

comprehensive income ond other finonciol informotion of the Group for the yeor ended Morch 31 ,2019.

1. We did noi oudit the finonciol stotemenis of fourteen subsidiories included in the consolidoted results included in the Stotement, whose finonciol stotements reflects totol ossets oggregoting Rs.2O,B12.9B Lokh, liobilities oggregoting Rs. 17,367.06 Lokh os ot Morch 31,2Oj9, income oggregoting Rs. 5,BB5.BI Lokh ond totol expenses Rs.7,327.91 Lokh ond Loss before tox Rs. 1,442.10 Lokh for the yeor ended Morch 31,2019, os considered in the consolidoted results included in the Stotement. These finonciol stotements hove been oudited by other ouditors whose reports hove been furnished to us by the Monogement ond our opinion on lhe consolidoted results included in the Stotement, in so for os it relotes to the omounts ond disclosures included in respect of these subsidiories, is bosed solely on the reports of ihe other ouditors.

2. We did not oudit the finonciol stotement of one subsidiory nomely "NITCO Holdings HK Compony Limited", which hos closed the business ond opplied for deregistrotion to the respective outhorities whose totol ossets oggregoting Rs. Nil Lokh, liobilities oggregoting Rs. Nil Lokh os of Morch 31, 2019, income oggregoting Rs. Nil ond expenses Rs. 4.56 lokhs, loss before tox Rs. 4.55 lokhs for the yeor ended Morch 31,2019, os considered in the consolidoted results. This finonciol stotement is unoudited ond hos been furnished lo us by the Monogement of the Compony ond our opinion on the consolidoted finonciolstotements, in so for os it relotes to the omounts ond disclosures included in respect of this subsidiory, is bosed solely on such unoudited finonciol stotement. ln our opinion ond occording to the informotion ond explonotions given to us by the Monogement of the Compony, these finonciolstotements/ finonciol informotion ore not moteriolto the Group.

For Noyok & Rone

Chortered Accounto Firm Registrotion No. nts 117249W

-/'' '><'/adK

*-jfi*#-:-)-.-"- Portner M.No. 049645 Ploce:Mumboi Dote: Moy 31 ,2019

NITCO LIMITED

Registered office: Plot No.3, Nitco House, Kanjur Village Road, Kanjurmarg (East), Mumbai - 400042. Tel No.: 022 67521555, Fax: 022 67521500, Email: investorgrievances@nitco.in, Website: www.nitco.in, CIN: L26920MH1966PLC016547

William Company

STATEMENT OF AUDITED FINANCIAL RESULT FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019

								(Rs. in Lakh)
	Particulars	Standalone					Consolidated
Sr.		Quarter Ended				Year ended	Year ended
		31.03.2019 (Audited)	31.12.2018 (Unaudited)	31.03.2018 (Audited)	31.03.2019 (Audited)	31.03.2018 (Audited)	31.03.2019 (Audited)	31.03.2018 (Audited)
$\mathbf{1}$	Income from Operation
(a)	Revenue from operation	16,948.18	16,617.41	15,881.03	59,036.61	60,572.57	59,645.67	61,701.75
(b)	Other Income	60.44	36.47	63.27	159.28	125.24	199.89	479.20
	Total Income	17,008.62	16,653.88	15,944.30	59,195.89	60,697.81	59,845.56	62,180.95
$\mathbf{2}$	Expenses
(a)	Cost of materials consumed	2,035.79	2,781.71	1,452.73	11,631.10	12,949.88	13,542.47	18,149.56
(b)	Purchase of Stock in trade	8,555.09	7,249.11	6,594.26	26,738.13	23,470.10	21,501.98	11,957.53
(c)	Changes in inventories of finished goods, Stock in trade and work-in-progress	556.76	800.24	1,906.37	(494.54)	2,349.15	834.51	2,480.09
(d)	Excise duty					699.14		744.46
(e)	Employee benefits expense	2,075.93	2,102.99	2,051.02	8,257.93	8,081.45	8,430.45	8,527.32
(f)	Power & Fuel expense	1,135.91	1,311.24	1,399.59	4,775.82	4,582.96	6,118.84	8,101.36
(g)	Depreciation and amortization expense	769.78	784.46	4,423.50	3,111.80	7,245.87	3,923.00	8,053.48
(h)	Finance cost (net)	477.87	489.68	688.70	1,977.37	845.50	2,306.61	1,385.53
(i)	Other expenses	2,430.34	2,025.72	2,335.22	7,888.92	8,037.73	9,324.98	11,384.21
	Total Expenses	18,037.47	17,545.15	20,851.39	63,886.53	68,261.78	65,982.84	70,783.54
3	Profit / (Loss) before $\text{tax}(1 \pm 2)$	(1,028.85)	(891.27)	(4,907.09)	(4,690.64)	(7, 563.97)	(6, 137.28)	(8,602.59)
4	Exceptional items			(24, 786.41)		(24, 786.41)		(24, 786.41)
5	Profit / (Loss) before tax	(1,028.85)	(891.27)	19,879.32	(4,690.64)	17,222.44	(6, 137.28)	16,183.82
6	Tax expense
	Current Tax	۰,					(0.18)
	Deferred Tax	w.			$\blacksquare$		(131.38)	(257.42)
	Excess provision of Tax for earlier years written back			(2,034.84)		(2,034.84)		(2,034.84)
7	Net Profit / (Loss) after tax	(1,028.85)	(891.27)	21,914.16	(4,690.64)	19,257.28	(6,005.72)	18,476.08
8	Other Comprehensive Income
	(i) Items that will not be reclassified to profit or loss	1.02	(21.28)	(30.12)	15.27	(20.49)	15.27	(20.49)
	(ii) Tax relating to items that will not be reclassified to profit or loss
9	Total Comprehensive Income	(1,027.83)	(912.55)	21,884.04	(4,675.37)	19,236.79	(5,990.45)	18,455.59
10	Minority interest						(640.20)	(412.99)

$\mu_1$

11	Net Profit / (Loss) after taxes, minority interest	(1,027.83)	(912.55)	21.884.04	(4,675.37)	19,236.79	(5,350.25)	18,868.58
	Paid-up equity share capital (Face Value Rs. 10 per share)	7,185.90	7.185.90	7.185.90	7.185.90	7,185,90	7,185,90	7,185,90
	Reserve excluding revaluation reserves as per balance sheet				4.539.73	9,215,10	3.986.15	9,336.60
	Earnings per share (before extraordinary items) (of Rs. 10/-each) (not annualised):
	Basic	1.43)	(1.27)	39.17	(6.51)	34.43	(7.45)	33.77
	Diluted	1.43)	1.27	39.17	(6.51)	34.43	(7.45)	33.77

1. The above financial results were reviewed by the audit committee and thereafter taken on record by the Board of Directors at their Meeting held on 31st May 2019 and were duly audited by the Statutory auditors.

2. 1. The above results have been prepared in accordance with the principles and procedures of Indian Accounting Standards ("Ind AS") as specified under section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted into India.
3. 1. Consequent to introduction of Goods and Service Tax (GST), Central Excise, Value Added Tax (VAT) have been subsumed into GST. In accordance with the Indian Accountina Standard (Ind AS) - 18 on Revenue and Schedule III of The Companies Act 2013, unlike Excise Duty, levies of GST, VAT etc are not the part of Revenue. Accordinaly, the fiaures of revenue from operations for the year ended 31st March 2019 are not comparable with the previous financial vear. The following additional information is being provided to facilitate such understanding.

					(Rs. In Lakh)
		Quarter Ended	Year ended
Particulars	31.03.2019 (Audited)	31.12.2018 (Unaudited)	31.03.2018 (Audited)	31.03.2019 (Audited)	31.03.2018 (Audited)
Revenue from operations	16,948.18	16,617.41	15,881.03	59,036.61	60,572.57
Less: Excise Duty		$\equiv$			1,532.31
Revised Revenue from Operations	16,948.18	16.617.41	15,881.03	59.036.61	59,040.26

• 1. 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 Rs. 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.
• 1. The Company had invested an amount of Rs.0.64 Lakhs in its subsidiaries "Nitco Holdings HK Co. Ltd." by way of Equity. Due to adverse change in the business environment, there were no commercial operations in this company since FY 2012-13. The Company had applied for deregistration of its subsidiary "Nitco Holdings HK Co. Ltd." to the authorities on 21st September 2018 and as a result investment of Rs. 0.64 lakhs is written off in the books.
• 1. In view of the accumulated losses, no provision for Tax has been made for the current year.
• 1. The figures of corresponding last and previous quarters are the balancing figures between aughted figures in respect of the full financial year and the published year to date figures upto third guarter of the current financial year.

• 1. Effective 01 April 2018, the Company has adopted Ind AS 115 "Revenue from Contracts with Customers". There is no material Impact on the measurement of revenue and retained earnings.
• 1. The previous quarter/year figures are regrouped/restated/reclassified/rearranged, wherever necessary, to make them comparable.

SEGMENTWISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE QUARTER & YEAR ENDED MARCH 31, 2019

		Standalone					(Rs. in Lakh) Consolidated
Sr.	Particulars	Quarter Ended			Year ended		Year ended
No.		31.03.2019 (Audited)	31.12.2018 (Unaudited)	31.03.2018 (Audited)	31.03.2019 (Audited)	31.03.2018 (Audited)	31.03.2019 (Audited)	31.03.2018
	Net sales / Income from operations							(Audited)
	- Tiles and other related products	16,923.91	16,604.36	15,252.54	58,973.20	57,573.51
	- Real estate	24.27	13.05	628.49	63.41	2,999.06	59,365.26	58,477.17
	Total Revenue	16,948.18	16,617.41	15,881.03	59,036.61		280.41	3,224.58
$\overline{\mathbf{2}}$	Segment results					60,572.57	59,645.67	61,701.75
	- Tiles and other related products	(564.70)	(406.38)	(4,363.08)	(2,741.41)	(7, 234.68)	(3,854.73)	(7, 732.66)
	- Real estate	13.72	4.79	144.69	28.14	516.21	24.06	515.60
	Total Segment Profit Before Interest and Tax	(550.98)	(401.59)	(4, 218.39)	(2,713.27)	(6, 718.47)	(3,830.67)	(7,217.06)
	Less: Interest and other financial cost	477.87	489.68	688.70	1,977.37	845.50	2,306.61	1,385.53
	: Exceptional Items			(24, 786.41)		(24, 786.41)		(24, 786.41)
	Profit Before Tax	(1,028.85)	(891.27)	19,879.32	(4,690.64)	17,222.44	(6, 137.28)	16,183.82
3	Capital Employed
	Segmental Assets
	- Tiles and other related products	92,689.14	92,284.48	91,647.99	92,689.14	91,647.99	97,601.93	100,811.31
	- Real estate	26,352.29	26,414.58	26,909.70	26,352.29	26,909.70	26,887.21	27,456.32
	- Unallocated/ Corporate	6,265.85	6,460.10	6,502.59	6,265.85	6,502.59	6,265.85	6,502.59
	Total Segmental Assets	125,307.28	125, 159. 16	125,060.28	125,307.28	125,060.28	130,754.99	134,770.22
	Segmental Liabilities
	- Tiles and other related products	26,841.05	25,967.64	23,288.58	26,841.05	23,288.58	30,951.21
	- Real estate	194.33	164.78	156.93	194.33	156.93	436.50	29,491.47
	Total Segmental Liabilities	27,035.38	26,132.42	23,445.51	27,035.38	23,445.51	31,387.71	406.64 29.898.11

Place: Mumbai Date: 31st May 2019

Vivek Talwar Chairman & Managing Director

STATEMENT OF ASSETS AND LIABILITIES

(Rs. in Lakh) Consolidated Standalone Particulars 31.03.2019 31.03.2019 31.03.2018 31.03.2018 (Audited) (Audited) (Audited) (Audited) ASSETS Non-current assets Property, plant and equipment 44,118.73 46,429.21 51.377.58 54,474.59 Capital work-in-progress 502.80 326.56 604.90 428.66 Intangible assets 10.72 9.41 9.84 10.72 Goodwill on consolidation 323.77 323.77 Financial Assets a) Investments 2.734.72 2.735.36 25.15 25.15 b) Other Financial Assets 2,248.24 2,273.64 2,248.25 2,273.65 2,933.72 2,933.72 Other non-current assets 3,427.00 3,427.00 53.067.61 54,682.51 60,443.97 58,042.77 Current assets Inventories 14,336.52 14.427.88 16.543.06 14,991.56 Inventories - Real Estate 15,575.65 15,575.65 19,395.44 19,395.44 Financial assets a) Trade receivables 20,497.82 18,118.89 20,975.76 20,261.10 b) Cash and cash equivalents 1,416.98 1,279.60 1,806.29 1,593.20 c) Other Bank balances 4,423.26 4,851.01 4,423.26 4,851.01 d) Loans 3,912.85 8,988.65 9.042.42 3,862.43 e) Other financial assets 1,436.35 1,448.40 1.612.91 1,625.23 Other current assets 5,564.44 5,633.92 5,857.66 5,931.27 72,712.22 72,239.67 70,377.77 74,326.25 Total Assets 125,307.28 125,060.28 130,754.99 134,770.22 EQUITY AND LIABILITIES Equity Equity share capital 7,185.90 7,185.90 7,185.90 7.185.90 Share Warrants 1,750.00 1,750.00 1,750.00 1,750.00 Other equity 2,789.73 7,465.10 2,236.15 7,586.60 1,700.28 Non-controlling interest 1,060.08 11.725.63 16,401.00 12,232.13 18,222.78 Liabilities Non-current liabilities Financial liabilities 81,397.79 74,312.27 a) Borrowings 74,897.28 81,988.27 Provisions 179.26 189.96 179.26 189.96 Deferred tax liabilities $3.86$ 135.24 74,491.53 81,587.75 75,080.40 82,313.47 Current liabilities Financial liabilities a) Borrowings 1,548.98 1,525.03 b) Trade payables 20,709.35 18,866.33 15,099.30 16,612.32 c) Other financial liabilities 13,450.45 4,746.32 14,290.97 6,917.39 Other current liabilities 6,440.08 6,905.98 8,816.46 6,553.13 Provisions 333.26 319.93 340.03 362.77 Total liabilities 39,090.12 27,071.53 43,442.46 34,233.97 Total Equity and Liabilities 125,307.28 134,770.22 125,060.28 130,754.99

Place: Mumbai Date: 31st May 2019

Vivek Talwar Chairman & Mánaging Director

May 31, 2019

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

Sub: Declaration on Auditors Report with Unmodified Opinion under Regulation 33 (3) (d) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Dear Sir,

I, Vivek Talwar, Chairman and Managing Director of NITCO Limited (CIN: L26920MH1966PLC016547) having registered office at Plot No 3, Marble Land, Kanjur Station Road, Kanjurmarg East, Mumbai -400 042, hereby declares that in accordance with Regulation 33 (3) (d) of the SEBI {Listing Obligations & Disclosure Requirement s) Regulation s, 2015, M/s. Nayak & Rane, Chartered Accountant, Statutory Auditors of the Company, have issued an Audit Report with unmodified opinion on Audited Financial Results of the Company (Standalone and Consolidated) for the quarter and year ended on 31st March, 2019.

This is for your information and record.

Thanking you, Yours faithfully,

For NITCO LIMITED

VIVEK TALWAR CHAIRMAN & MANAGING DIRECTOR DIN: 00043180