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Directors Report of Nitco Ltd.

Mar 31, 2023

The Directors are pleased to present the 57^th Annual Report on the business and operations of the Company together with the audited statement of accounts of the Company for the year ended March 31,2023.

FINANCIAL RESULTS

The highlights of the financial results for the year ended March 31,2023 are as follows:

(Rs. in Crore)
For the year ended March 31, 2023	Standalone		Consolidated
	2023	2022	2023	2022
Total Revenue	386.17	416.12	388.24	418.08
Profit /(Loss) before interest, depreciation and tax	(32.79)	(31.54)	(32.78)	(31.81)
Interest & Financial Charges (Net)	73.35	64.33	73.35	64.33
Depreciation	29.26	30.00	29.26	30.00
Exceptional Items (Loss)	(15.85)	-	(15.85)	-
Profit/(loss) from Continuing Operations before tax	(151.25)	(125.87)	(151.24)	(126.14)
Provision for tax including taxes for earlier years		-	0.01	-
Net Profit/(loss) from Continuing Operations after tax	(151.25)	(125.87)	(151.25)	(126.14)
Net Profit/(loss) from Discontinuing Operations	-	-	-	-
Profit/(loss) after tax	(151.25)	(125.87)	(151.25)	(126.14)

REVIEW OF OPERATION

During FY 2022-23, your Company was able to achieve consolidated revenue of Rs.388.24 Crore. The revenue decreased by 7.13% over last year. The Company is enjoying strong brand equity in the market. Consolidated EBITDA loss was Rs. (32.78) Crore in FY 2022-23.

SHARE CAPITAL

During the year under review, there is no change in the Issued, Subscribed and Paid-up Share Capital of the Company.

As on March 31, 2023, the Authorised Share Capital of the Company is Rs. 2,300,000,000/- divided into 80,000,000 Equity Shares of Rs. 10/- each and 150,000,000 Preference Shares of Rs. 10/- each.

Issued, Subscribed and Paid-up Share Capital of the Company as on March 31,2023 is Rs. 2,218,589,550/- divided into 71,858,955 Equity Shares of Rs. 10/- each and 150,000,000 Preference Shares of Rs. 10/- each.

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves for the year ended March 31,2023.

EMPLOYEE STOCK OPTION PLAN (ESOP)

With a view to motivate, attract and retain key employees of the Company, the Company introduced a "Nitco - Employees Stock Option Plan - 2019â (NITCO - ESOP - 2019) which was approved by the shareholders on March 30, 2019. The Plan is introduced to create, grant, offer, issue and allot such number of Stock Options convertible into Equity Shares of the Company ("Optionsâ), in one or more tranches, not exceeding 12,00,000 (twelve lakhs) equity shares of face value of Rs. 10 (ten) each.

During the year under review, there are no material changes in the NITCO- ESOP 2019 and the same is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 or SEBI (Share Based Employee Benefits and Sweat Equity Shares) Regulations, 2021 ("the Regulationsâ). The Disclosure pertaining to ESOPs required to be made under the Companies Act, 2013 ("the Actâ) and the rules made thereunder and the Regulations are provided on the website of the Company at https://www.nitco.in/corporate/investors/esop

borrowing

JM Financial Asset Reconstruction Company Limited (JMFARC) acquired 98% of the Company''s debt from its lenders and sanctioned debt restructuring effective from the Cut-Offdate 28^thFebruary 2018. Interest on restructured loans has been provided in the books as per the Restructuring agreement with JMFARC.

The Company has fully repaid the amount due to DBS Bank. Further, the Company is negotiating with LIC for restructuring of its facility (outstanding Rs. 18.87 Crore) on terms similar to the restructuring done by JMFARC. Pending negotiations with LIC, no further adjustments in respect of the LIC facility have been made.

There was a default in repayment of term loan installments fallen due and payment of interest together aggregating Rs. 660.82 Crore as on March 31,2023.

DIVESTMENT IN JOINT VENTURE COMPANY

The Company is in the process of selling the entire stake in New Vardhman Vitrified Pvt. Ltd. (NVVPL). Last year the Company has received the advance consideration amount towards the said

divestment, however, the transfer of shares of NVVPL could not be completed due to the non-receipt of no objection certificate from one of the lenders of the Company. As on March 31,2023 the shareholding of the Company in New Vardhman Vitrified Private Limited is 49%, however, the Company has no influence over NVVPL or its KMP nor it controls the composition of its board.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 (the "Actâ) and Accounting Standard (AS-21) on consolidated financial Statements, the audited consolidated financial statement forms part of the Annual Report.

The Statement required under Section 129(3) of the Act in respect of the subsidiary companies is provided in Annexure I of this report.

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, there was no change in subsdiaries, Associates and/ or Joint Venture of the Company.

CREDIT RATING

The last credit rating issued to the Company by CARE Limited was on October 1, 2012. However, the credit rating is under suspension at present as the Company was under Corporate Debt Restructuring.

DIVIDEND

The Board does not recommend any dividend for the Financial Year ended March 31,2023.

MATERIAL CHANGESLockout at Tiles manufacturing unit at Alibaug

On January 27, 2020 lockout has been declared at the tiles manufacturing unit at Alibaug for a temporary period. The lockout was necessitated due to non-co-operation, coercive and threatening tactics by workmen at the factory premises and with a view to safeguard the interest of the organisation, the safety and security of the personnel and the property of the Company.

During the year, the Company had reached a settlement with the Alibaug Union representing the 250 workmen of the plant out of which 240 workers had accepted the agreement. Under the terms of the agreement, the workers had been offered a Voluntary Retirement Scheme (VRS) and an Exgratia amount in addition to their statutory dues that were already paid by the Company. 10 workers who had not accepted the settlement filed a case against the Management of the Company and the matter is still pending before the Industrial Labour Court, Thane. The Lockout at the Alibaug Plant still continues.

MATERIAL DEVELOPMENTS Technical Training Initiatives - Internal Induction & Marble Training Program

The company conducted an induction and training program for Business Development Executives, focusing on enhancing product knowledge, providing insights into the Silvassa plant, and familiarizing executives with the organization''s mission, rules, regulations, and working conditions. Through comprehensive training sessions and a visit to the plant, executives gained a deeper understanding of the product portfolio and operational processes. The program emphasized alignment with the company''s mission and values, ensuring professionalism and ethical conduct. By familiarizing executives with working conditions, the program facilitated their successful integration into their roles. This investment in development supports business growth and upholds the company''s commitment to excellence.

Technical Training Initiatives - External

During the financial year of2022-2023, the NITCO team successfully conducted a total of 385 training meetings, showcasing our commitment to imparting technical knowledge and expertise. These initiatives aimed to enhance the skills and understanding of various stakeholders, including sales staff, engineers, dealers, masons, and contractors. Our training programs focused on product knowledge, brand positioning, technical superiority, and design excellence.

Dealers Salesmen Meet

Dealers Salesmen Meets were organized to train the sales staff of our dealers on our wide range of products. These meetings aimed to equip them with the necessary knowledge and skills to effectively promote and sell our products to customers.

Engineers Meet

To showcase the technical superiority and design supremacy of our brand and products, we conducted 34 Engineers Meets. These meetings provided a platform for our technical experts to present the unique features and advantages of our products to engineers, fostering a deeper understanding and appreciation of our offerings.

Induction Meet with New Dealers

Thirteen Induction Meets were held specifically for newly on boarded dealers. These sessions provided them with an overview of our products, brand identity, and established market position. Additionally, it served as an opportunity to address any queries or concerns and create a strong foundation for collaboration.

Mason & Contractor Meetings

We conducted 44 meetings with masons and contractors, aimed at educating them about our products, brand, and market dominance. These interactions also served as a valuable forum for gathering their opinions and suggestions, which were shared with our research and development team for consideration.

warehouse Training Program

A noteworthy initiative that sets us apart in the industry is our extensive Warehouse Training Program. We conducted 179

training programs in collaboration with our technical specialists, focusing on best practices in logistics and product handling. This comprehensive training aimed to optimize inventory management, reduce costs, and improve overall efficiency. The technical training initiatives undertaken by the NITCO team during the financial year 2022-2023 reflect our dedication to empowering stakeholders with the knowledge and skills necessary to succeed in their roles. These efforts have not only enhanced product understanding but also strengthened relationships with sales staff, engineers, dealers, masons, and contractors, reinforcing our position as a leader in the market.

Team NITCO at De-suung Skilling Program

NITCO Limited proudly collaborated with the De-suung Skilling Program (DSP) initiated by His Majesty the King of Bhutan, providing expertise in the field of construction. As part of this esteemed initiative, NITCO''s team of experts conducted a two-week training program on Floor & Wall Tiling, imparting their knowledge to 23 enthusiastic participants. The DSP aims to up skill unemployed Bhutanese youths, empowering them with high-quality training aligned with regional and international standards. NITCO''s involvement in this program reflects their status as pioneers in the industry, with over 70 years of experience. This collaboration signifies a significant milestone in knowledge transfer and recognizes NITCO''s contribution to the nation-building efforts of Bhutan.

NITCO Marble InitiativesNITCO Marble - Superior Marble Sourcing

As part of our continuous pursuit of excellence, the Marble team''s panel of experts undertook extensive sourcing expeditions across Europe and North America. With unwavering determination, they meticulously scoured the best quarries in the region, dedicated to unearthing superior marble. This tireless endeavor resulted in the identification and procurement of an exquisite range of collections. The exceptional craftsmanship applied to these marbles has resonated profoundly with our esteemed architects and builder clientele, who have wholeheartedly embraced these products. This successful acquisition of superior marble not only elevates the artistic value of our offerings but also strengthens our position as a trusted provider of exceptional materials.

NITCO Marble Awareness Campaigns

NITCO Limited''s Marble sales team left no stone unturned in the previous year, conducting an impressive 7,324 meetings with architects, interior designers, and builders. These purposeful engagements played a pivotal role in promoting NITCO''s marble business and identifying potential avenues for growth. Combining the convenience of online interactions with the immersive experience of in-person meetings and guided tours of our renowned Nitco Marble Factory Yards in Silvassa and Mumbai, our team successfully nurtured numerous business opportunities. This concerted effort and strategic approach have cemented NITCO''s reputation as a trusted partner in the marble industry.

Coverings Las Vegas Nevada 2022

NITCO Limited actively participated in the prestigious international trade fair and exhibition, Coverings, held in Las Vegas, Nevada, as

part of its annual activities. The company showcased an impressive range of handcrafted tiles, exotic porcelain Tiles, water jet mosaics, MOP mosaics, curated hardwood tile planks, press porcelain mosaics, and other exceptional products. The captivating display, featuring exquisite combinations of Carving marble tiles and striking High glossy Tile slabs, garnered significant attention and engagement from both domestic and international visitors. NITCO''s participation in Coverings showcased its unwavering commitment to superior craftsmanship, innovative design, and its strong position in the global ceramic industry.

Cersaie Italy 2022

In September 2022, NITCO Limited had the privilege of participating in the esteemed international trade fair and exhibition, Cersaie, held in Bologna, Italy. As a leading manufacturer in the ceramic and Porcelain tiles industry, NITCO showcased its exotic range of tiles, attracting significant attention and generating numerous inquiries from overseas visitors. The captivating display and exciting product offerings showcased NITCO''s commitment to innovation and design excellence. NITCO''s participation in Cersaie further strengthened its position as a key player in the global ceramic tile market, reflecting the company''s dedication to delivering high-quality products that inspire and captivate customers worldwide.

Dialogue Event, October 2022

In October 2022, NITCO Limited actively participated in the renowned 11th Edition of Dialogues, a distinguished design event. This significant gathering brought together more than 40 top-notch interior designers and architects, fostering an environment conducive to collaborative ventures and synergistic opportunities. NITCO capitalized on this platform to present its exclusive product line to India''s esteemed architects. The company''s dedicated team meticulously curated a specialized range of products, with a captivating marble display section that garnered considerable attention. Alongside, NITCO showcased its finest tile collections throughout the event, capturing the interest of attendees. Over the span of three days, the NITCO team actively engaged with industry professionals, establishing valuable connections and exploring promising business prospects. NITCO''s participation in Dialogues exemplifies the company''s unwavering commitment to excellence and its ongoing efforts to collaborate with influential figures in the industry.

Brunch by the Sea 2023

NITCO Limited''s Managing Director, Mr. Vivek Talwar, hosted a memorable seaside brunch in Alibaug on January 21, 2023. The event was attended by esteemed members of the business fraternity, including top architects, interior designers, and builders. Notable guests, such as Team Hafeez Contractor and Sanjay Puri, along with other valued business partners, gathered to relax, rejuvenate, and foster strong relationships with NITCO''s senior management and business teams. This successful initiative served to reinforce existing connections and forge new ones within our target audience. The event showcased the unity of our business relations, leaving a lasting impression on the industry. The strengthened relationships resulting from the brunch translated into a positive surge in our business in the subsequent months, demonstrating the significance of empowered connections in driving growth.

HI-AIM Nepal, February 2023

Team NITCO actively participated in the HI-AIM Conference Exposition in Nepal, showcasing our extensive range of marble collections alongside the Marble & Business development team. HI-AIM serves as a significant forum for the hospitality industry, facilitating knowledge sharing among hoteliers, decision makers, architects, and interior designers. This 2-day event featured renowned speakers, panel discussions, and an exposition showcasing the top 50 brands in hospitality design and construction. With extensive media coverage and global participation, HI-AIM provided invaluable networking opportunities and insights on design, sustainability, and emerging trends. Attending this event was crucial for Team NITCO''s core team and key decision-makers to stay at the forefront of industry advancements.

Casa Eterna Launch March 12, 2023

The CASA Eterna''23 Launch event, held at the Grand Hyatt Goa on March 12th was a grand affair that showcased NITCO''s exquisite range of tiles to esteemed guests, including 500 dealers from across India. The event took place on the open lawn facing the sea at the beautiful property, creating an atmosphere of elegance and luxury.

NITCO unveiled over 250 new products as part of the Casa Eterna collection, leaving the NITCO fraternity in a state of excitement and awe. The Managing Director, Mr. VIVEK Talwar, expressed his enthusiasm for the event and introduced the senior management team of NITCO. Mr. Divvyang Chedda, Ms. Anikaa Wasan, and Ms. Chaandee Wasan joined the MD for the Lamp lighting ceremony, symbolizing the inauguration of the occasion.

During the event, the top performers of the fiscal year 2022-2023 were recognized and felicitated on stage for their outstanding achievements. This gesture served to commemorate their success and inspire others within the NITCO community.

The guests at the launch were captivated by the wide variety of designs showcased in the Casa Eterna collection. Many of them were so impressed that they immediately prebooked their preferred designs, intending to introduce them to their respective markets.

On the second day of the event, the NITCO fraternity revisited the display in the basking daylight of Goa, providing an opportunity for the sales counterparts to experience the designs first-hand. This session resulted in record-breaking pre-bookings, reflecting the high level of interest generated by the Casa Eterna collection.

In addition, around 90 architects based in Goa were invited to interact with NITCO and experience the Casa Eterna collection under the golden sunlight. The architects expressed profound inspiration drawn from every design concept in the collection and expressed their immediate intent to utilize NITCO''s products.

To celebrate the success of the Casa Eterna Launch, a town hall meeting was held at NITCO''s headquarters in Kanjurmarg. The entire team came together to acknowledge and appreciate the efforts of every individual and team involved in making the launch a resounding success. Overall, the Casa Eterna''23 Launch event was a remarkable showcase of NITCO''s commitment to elegance and luxury. The unveiling of the collection, the recognition of

top performers, the overwhelming guest engagement, and the celebration of success all contributed to a memorable and successful event.

Road Shows

A total of 17 road shows were organized by NITCO Limited''s Business Development Team to enhance product awareness in the market. These road shows aimed to familiarize architects with the texture, touch, and feel of NITCO''s products. NITCO ensured that random faces within each product were showcased during these road shows, ensuring consistency in variation when the product was installed.

Architect Group Presentation

Team NITCO conducted 124 group presentations, both online and offline, specifically tailored for architects. These comprehensive presentations covered various aspects, including the company''s marble processing unit, the advantages of cut-to-size marble, the extensive range of mosaic inlay work, and the diverse selection of imported and Indian tiles. Completed project stories and accompanying images were also shared during the presentations. Feedback was actively sought, and any doubts or queries were promptly addressed, ensuring a thorough and informative interaction with the architect community.

New Store Openings

NITCO Limited has been expanding its global reach, with new outlets established across various regions, including India. The company''s projects section has successfully launched 27 franchise stores with in-store features, showcasing NITCO''s commitment to providing innovative solutions to its customers. The North and East Zones have seen the most significant growth, followed by the South Zone. These developments highlight NITCO''s continued progress and dedication to meeting the needs of its customers, both domestically and internationally.

NITCO expands into the African Continent

NITCO is pleased to announce its entry into the Kenyan market, marking a significant milestone as our first venture into the African continent. We have established an exclusive distributor in Nairobi, Kenya, boasting a spacious showroom spanning 1700 sqft. This dedicated space showcases an extensive collection of NITCO products, featuring up to 200 captivating designs for customers to explore.

The showroom in Nairobi has received a highly positive response from the market, highlighting the strong demand for NITCO''s offerings. The successful establishment of our presence in Kenya exemplifies our commitment to expanding our global footprint and catering to diverse markets. This strategic entry into the Kenyan market sets the stage for further growth and opportunities in the African continent.

NITCO remains focused on delivering exceptional quality, innovative designs, and superior customer service as we continue to strengthen our position as a global leader in the tile industry.

New Product Introductions

NITCO is pleased to announce the introduction of an impressive range of new products in our Casa collection. We have expanded

our size range to include large format magnified tiles measuring 120x180 cms, encompassing a captivating selection of carving, high gloss matte, and inlay design styles in marble stone and cement typologies. This new size also comes with special finishes which are technologically advanced products designed for specific uses, like the Unique "LUCENTâ finish designed for spaces with senior citizens. This unique matter surface becomes more skid resistant when exposed to water make it the best choice for houses with senior citizen and accident prone people. Another Stride of innovation in surfaces in this size series is the Carving finish curated without any etching effect on the tile delivering the beautiful aesthetic in matte finish for additional functionality.

Additionally, in the 80x160cms size category, we have unveiled a luxurious assortment of glazed vitrified tiles in matte, high gloss, and carving effects, available in marble, cement, and stone typologies. This Casa collection exclusive features exotic marble-inspired designs, accompanied by four distinct differential finishes - Plush, Yob, Lucent, and Iced, which have garnered significant interest from our esteemed dealer network, architects, and interior designers. These new impactful innovations with inspiring designs are curated to expand our product offerings to new segments of our audience, from senior citizens to pet friendly surfaces our new collection has the perfect choice for them.

Moving on to our wall categories, we are excited to introduce several remarkable products in sizes 30x45 cms and 30x60cms. These Casa series products draw inspiration from nature, incorporating elements of flora, birds, 3D punch impressions, and geometric patterns, truly exemplifying NITCO''s design superiority. Notably, the Perini, Punch, and Handmade collections have gained widespread appreciation and acceptance among our valued dealer network and architects in these categories.

These new product introductions reflect NITCO''s commitment to innovation, exceptional design, and meeting the evolving needs of our discerning customers. We look forward to the continued success and growth of our Casa collection, as we strive to provide unparalleled quality and aesthetics in the tile industry.

CHANGES IN THE NATURE OF BUSINESS

The Company continue in the business of manufacturing ceramic (floor/wall) tiles, processing of marble, outsourcing of vitrified tiles and development of real estates and hence, there was no change in the nature of business or operations of the Company, which impacted the financial position of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company except as mentioned in the Annual Report, subsequent to the close of FY2022-23 till the date of this Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year 2022-23, JM Financial Asset Restructuring Company Limited (acting in its capacity as trustee of JMFARC-LVB Ceramics September 2014 - Trust) - Financial Creditor filed an Application

under Section 7 of Insolvency and Bankruptcy Code, 2016 read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 with National Company Law Tribunal (Hon''ble NCLT) to initiate corporate insolvency resolution process against the Company. The matter is pending for hearing before the Hon''ble NCLT.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by any Regulator or Court or Tribunal which would impact the going concern status of the Company and its future operations.

INTERNAL CONTROL SYSTEM(i) Internal Control Systems and their adequacy

The Company has in place adequate internal controls commensurate with the size of the Company and nature of its business and the same were operating effectively throughout the year. Internal Audit is carried out periodically which covers almost all areas of business. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board.

(ii) Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls commensurate with size and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

DIRECTORSâ RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31, 2023 and of the loss of the company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT OF THE COMPANYDirectors and Key Managerial Personnela) Appointments during the Year:

1. Mr. Shirish Suvgia was appointed as a Chief Financial Officer & Key Managerial Personnel of the Company with effect from April 12, 2022;

2. Ms. Geeta Karira was appointed as a Company Secretary & Key Managerial Personnel of the Company with effect from July 14, 2022;

3. Ms. Poonam Talwar (DIN: 00043300) was appointed as an Additional Non-Executive Director of the Company, liable to retire by rotation with effect from October 19, 2022 and Members vide Ordinary Resolution passed through Postal Ballot on January 18, 2023 has approved the appointment of Ms. Poonam Talwar as NonExecutive Director;

4. Mr. Ajay Bakshi (DIN: 07038685) was appointed as an Additional Non-Executive Independent Director of the Company for a tenure of 5 years with effect from October 19, 2022 and Members vide Special Resolution passed through Postal Ballot on January 18, 2023 has approved appointment of Mr. Ajay Bakshi as an Independent Directors;

5. Mr. Santhosh Kumar Shet (DIN: 09784476), Mr. Harsh Kedia (DIN: 09784141) and Ms. Priyanka Agarwal (DIN:08089006) were appointed as Additional NonExecutive Independent Directors of the Company for a tenure of 5 years with effect from November 11, 2022 and Members vide Special Resolutions passed through Postal Ballot on January 18, 2023 has approved their appointment as an Independent Director;

6. Mr. Anjanikumar Sharma was appointed as Chief Financial Officer & Key Managerial Personnel of the Company with effect from November 22, 2022; and

7. Mr. Vivek Talwar (DIN: 00043180) was re-appointed as Chairman & Managing Director the Company for a tenure of 3 years with effect from April 01, 2023 and Members vide Ordinary Resolution passed through Postal Ballot on January 18, 2023 has approved appointment of Mr. Vivek Talwar as Managing Director;

In the opinion of the Board, the above Independent Directors appointed during the year have integrity, relevant expertise and experience to act as Independent Directors of the Company.

b) Resignations during the Year:

1. Mr. Prakash Iyer (DIN: 00956349) resigned as an Additional Non-Executive Independent Director of the Company with effect from August 18, 2022;

2. Mr. Manish Puri (DIN: 02615918) and Mrs. Bharti Dhar (DIN: 00442471) resigned as Non-Executive Independent Directors of the Company with effect from September 10, 2022 and September 21, 2022 respectively;

3. Mr. Vivek Grover (DIN: 00421980) and Mr. Rakesh Kashimpuria (DIN: 08816226) ceased to be Nominee Directors of the Company with effect from September 19, 2022; and

4. Mr. Shirish Suvgia resigned as a Chief Financial Officer & Key Managerial Personnel of the Company With effect from closure of business hours of October 12, 2022.

After the closure of the year Mr. Anjanikumar Sharma has resigned as a Chief Financial Officer & Whole-time Key Managerial Personnel of the Company w.e.f. closure of business hours of April 3, 2023. However, he remained available to the Company during the transition period till May 25, 2023.

The Board has placed on record its sincere appreciation for the valuable contribution made by Directors & KMPs during their association with the Company as Director / KMP of the Company.

c) Retire by Rotation

Mr. Vivek Talwar (DIN: 00043180) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The re-appointment of Mr. Vivek Talwar, on his retirement by rotation is forming part of the Ordinary Business in the Notice of ensuing AGM.

d) Declaration by Independent Directors

The Company has also received declarations from all the Directors and Senior Management confirming that they complied with the provision of the Code of Conduct for Board Members and Senior Management of the Company.

Evaluation of the Board, its Committees and Individual Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and

performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The performance evaluation of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Key Managerial Personnel (KMP)

As on March 31,2023, the following are the KMP of the Company:

> Mr. Vivek Talwar, (DIN: 00043180) Chairman & Managing Director;

> Ms. Geeta Karira, Company Secretary & Compliance Officer.

Mr. Anjanikumar Sharma, Chief Financial Officer (CFO) ceased to be CFO & KMP w.e.f April 03, 2023.

Meetings of the Board

Nine meetings of the Board of Directors were convened and held during the year. The maximum gap between two meetings was not more than 120 days. The details of meetings of the Board of Directors are provided in the Corporate Governance Report which forms part of the Annual Report.

Committee Composition

The details of the composition of the Committees, number of the meeting held, attendance of the Committee members at such meetings and other relevant details are provided in the ''Corporate Governance Report'' which forms the part of the Annual Report.

Recommendations of Audit Committee

During the year under review, there were no instances of nonacceptance of any recommendation of Audit Committee of the Company by the Board of Directors.

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. This policy along with the criteria for determining the qualification, positive attributes and independence of a director is available on the website of the Company i.e. https://www.nitco.in/corporate/investors/nitco-policy.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on the Corporate Governance forms part of the Annual Report. A certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the Listing Regulations is given in as separate statement which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters related to business performance, as stipulated in Regulation 34 of the Listing Regulations is given as separate statement which forms part of the Annual Report.

CONTRACTS AND ARRANGEMENTS wITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any material significant related party transaction with the related party of the Company which may have a potential conflict with the interest of the Company at large.

The related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arm''s length basis.

There are no material related party transactions and hence disclosure of related party transactions as required under Section 134(3)(h) of the Act in FORM AOC-2 is not applicable for financial year ended March 31,2023.

The Policy on the materiality of related party transactions and dealing with related party transactions as approved by the Board, may be accessed on the Company''s website at the link: https:// nitco.in/corporate/investors/nitco-policy. Your Directors draw attention of the members to Note 34 to the standalone financial statement which sets out related party disclosures.

DISCLOSURE OF ONE TIME SETTLEMENT OF LOAN

There is no incidence of one-time settlement in respect of any loan taken from Banks or Financial Institutions during the year. Hence, disclosure pertaining to the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company was not liable to transfer any amount to Investor Education & Protection Fund (IEPF) account.

In accordance with the provisions of Section 124(6) of the Act and Rule 6(3)(a) ofthe Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), the Company in previous years had transferred 95,929 equity shares of Rs. 10 each held by 258 shareholders to IEPF. The said shares correspond to the dividend which had remained unclaimed for a period of seven consecutive years from the financial year(s) 2005-06, 2006-07, 2007-08, 2008-09 and 2010-11. Subsequent to the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf. gov.in and on submission of such documents as prescribed under the IEPF Rules. All corporate benefits accruing on such shares viz. bonus shares, etc. including dividends shall be credited to IEPF.

CORPORATE SOCIAL RESPONSIBILITY

The Board had constituted a Corporate Social Responsibility ("CSRâ) Committee, in terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, inter-alia to give strategic direction to the CSR initiatives, formulate and review annual CSR plans and

programmes, formulate annual budget for the CSR programmes and monitor the progress on various CSR activities of the Company.

In view of continuous losses in the preceding financial years, the Company is not required to contribute to the CSR activities as mandated under the provisions of Section 135 of the Act and consequently, the Company had dissolved the CSR Committee w.e.f. August 1 1,2021.

RISK AND CONCERN

Changes in macro economic factors like GDP growth, inflation, energy cost, interest rate, world trade, exchange rate, etc. also play an important role in our industry thereby affecting the operations of business. Any adverse change in the above may affect the performance of your Company. Your Company periodically reviews the risk associated with the business and takes steps to mitigate and minimize the impact of risk.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposit from the public within the meaning of Section 73 and 74 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014 during the year ended March 31,2023.

AUDITORS

Statutory Auditor and Audit report

M/s. M M Nissim & Co LLP - Chartered Accountants (FRN: 107122W / W100672), were appointed as Statutory Auditor of the Company by the Members at the 56^th Annual General Meeting (AGM) held on September 30, 2022 to hold the office upto the conclusion of 61^stAGM to be held in the year 2027.

The Notes on the Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any comments. The Statutory Auditor has issued a qualified Audit Report for the year ended March 31, 2023.

As regards the Auditors'' qualified opinion, the Company is in the process of negotiating with JM Financial Asset Reconstruction Company Limited for the restructuring/ extension of restructuring of its facilities. Pending negotiations, no further adjustment is made.

There was no instance of fraud during the year under review, which was required by the Statutory Auditors to report to the Audit Committee, Board and/or Central Government under Section 143(12) of the Act and Rules framed thereunder.

Secretarial Audit and Secretarial Audit Report

In terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Mihen Halani & Associates, (CP No. :12015, FCS No.: 9926) Practising Company Secretaries, to conduct Secretarial audit for F.Y. 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith marked as Annexure ii to this Report.

The Company has also obtained Secretarial Compliance Report for FY2022-23 from M/s. Mihen Halani & Associates, Practising Company Secretaries in practice in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued thereunder, pursuant to the requirement of Regulation 24A of the Listing Regulations.

The Secretarial Audit Report/ Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remarks except the following:

Observations made by the Secretarial Auditor	Management Response
There was a delay in conducting Board meeting of the Company for approving financial results of the Company for the quarter and half year ended September 30, 2022. Accordingly, the BSE Limited (BSE) (vide its letter SOP-CReview-December 2022 dated December 14,2022) and National Stock Exchange of India Limited (NSE) (vide its letter NSE/LIST-SOP/FINES/1022 dated December 14,2022) have levied penalties of Rs. 47,200/- each on the Company with respect to non-submission of the financial results within the time period as stipulated under Regulation 33(3) of SEBI (LODR) Regulations, 2015. As informed to us, the Company has filed relevant replies to the Stock exchanges for waiver of penalties along with the supporting documents. The Company is yet to receive response from the stock exchange(s) for the same.	Owing to the circumstances i.e., resignation of five directors within a short span, the constitution of the Board & Board Committees, finalization of the Financial Results for the quarter and halfyear ended September 30, 2022, and to acquaint the new Board Members with the Company, additional time was required. Therefore the Company was compelled to extend the Audit Committee Meeting and/ or Board Meeting date for submission of the Unaudited Standalone and Consolidated financial results along with the Limited Review Report for the quarter and half year ended September 30, 2022. The Company has an application to the Designated Stock exchange (i.e.BSE Limited) for waiver of penalties along with the supporting documents and also paid waiver application fees of Rs. 10,000/-. The Company is yet to receive response from the stock exchange(s) for the same.
BSE and NSE have imposed/levied penalty of Rs. 10,000/- each on the Company for conducting Board Meeting, held on October 19, 2022, without the presence of requisite quorum as required under Regulation 17(2A) of SEBI (LODR) Regulations, 2015. As informed to us, the Company has filed relevant replies to the Stock exchanges for waiver of penalties along with the supporting documents. The Company is yet to receive response from the stock exchange(s) for the same.	Due to resignation of five directors, the Company had only one Director on the Board i.e. Managing Director, thus to comply with the provision of Section 149(1) (a) of the Companies Act, 2013, the Board Meeting dated October 19, 2022, was called for the appointment of Directors, as per the provisions of Section 174(2)of the Act, which stipulates that the continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number

of directors to that fixed for the quorum, or of summoning a general meeting of the company and for no other purpose. Therefore, the Board Meeting held on October 19, 2022, was called to appoint and increase the number of Directors with one existing Director on the Board which formed a proper quorum for the meeting as per Section 174(2) of the Act. The Company has an application to the Designated Stock exchange (i.e.BSE Limited) for waiver of penalties along with the supporting documents and also paid waiver application fees of Rs. 10,000/-. The Company is yet to receive response from the stock exchange(s) for the same.
Out of the total shareholding of promoter and promoter group only 4242 Equity Shares i.e. 0.01% of the total shareholding of Promoter Category is not in dematerialized form as required under Regulation 31(2) of Listing Regulations	The Company along with promoters is taking appropriate steps for dematerialization of 4242 promoter''s shares. Please note that the Promoters entities whose shares are not in demat form were formed decades ago. Further in one of the cases their senior most member who formed the entity expired and PAN was not available for them. The same resulted in nonconversion of physical shares into demat form.
No instance of fraud has been reported by the Secretarial Auditor.

Cost Audit

In terms of the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the cost records, in respect of the marble business, are required to be audited by a qualified Cost Accountant. The Board of Directors, upon the recommendation of the Audit Committee, had appointed R. K. Bhandari & Co, Cost Accountants, as cost auditor for conducting the audit of cost records of the Company for the applicable segment for the Financial Year 2022-23.

The Board, on the recommendation of the Audit Committee, has appointed M/s. R. K. Bhandari & Co, Cost Accountant (Firm Registration No. 101435) as the Cost Auditor of the Company for FY 2023-24. Mr. R.K Bhandri has confirmed that he is free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of Section 141(3)(g) of the Act. He has further confirmed his independent status and an arm''s length relationship with the Company. The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members'' approval for ratification of the remuneration payable to Mr. R.K Bhandri is included in the Notice convening the AGM.

AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of the requirements of the Act read with the rules made thereunder and Regulation 18 of the Listing Regulations. The Audit Committee details are given in the report on Corporate Governance forming a part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with mandatory applicable Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

VIGIL MECHANISM / wHISTLE BLOwER MECHANISM

The Vigil Mechanism as envisaged in the provisions of sub-section (9) of Section 177 of the Act, the rules framed thereunder and Regulation 22 of the Listing Regulations is implemented by the Company through a Whistle Blower Policy to enable the Directors, its employees to voice their concerns or observations without fear, or raise reports of instance of any unethical or unacceptable business practice or event of misconduct/ unethical behavior, actual or suspected fraud and violation Code of conduct etc. to the Audit Committee.

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

During the year under review, the Company has not received any Complaint through Vigil Mechanism.

PREVENTION OF SEXUAL HARASSMENT OF wOMEN AT

workplace

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at the workplace. This has been widely communicated internally and is uploaded on the 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 notes to the standalone financial statement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed herewith as Annexure iii.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and

Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year ended March 31,2023 is hosted on the website of the Company and can be accessed at https://www. nitco.in/corporate/investors/PDFFiles/Annual-Return-2022-23.pdf

DIRECTORâS FAMILIARISATION PROGRAMME

The Company through its Chairman & Managing Director/ Senior Managerial Personnel/ CFO etc. had made presentations at the Board Meetings to the Independent Directors covering inter alia, aspects on business and performance updates of the Company, global business environment, business strategy and risks involved. The programmes were aimed to provide insights into the Company to enable the Independent Directors to take well informed timely decisions and contribute in the growth of the Company. The details of the training and familiarisation programme are provided in the Corporate Governance Report and is also available on the website of the Company at https://www.nitco.in/corporate/investors/ nitco-policy

Number of programmes held during Financial Year 2022-23: Details of attendance of Independent Directors in familiarization			programmes:
Sr Subject Matter of the	Day/ Date	Time	No. of programmes attended		No of hours spent
No. Programme		Duration	During the year	Cumulative Till date	during the year	Cumulative till date
1 Nature of business and business model of the Company, Company''s strategic and operating plans	Friday, March 31, 2023	1:15 Hours	FY 2022- 23	1	2022-23	1:15 Hours

PARTICULARS OF EMPLOYEES

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

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

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors acknowledges with gratitude and wish to place on record, their deep appreciation of continued support and co-operation received by the Company from JM Financial Asset Reconstruction Company (JMFARC), Banks, Lenders, various Government Authorities, Shareholders, Business Associates, Dealers, Customers, Investors and Employees during the year.

Mar 31, 2018

The Directors are pleased to present the 52^nd Annual Report with the audited statement of accounts of the Company for the year ended March 31, 2018.

Financial results

The highlights of the financial results for the year ended March 31, 2018 are as follows:

(Rs. in crores)

For the year ended March 31	Standalone		Consolidated
For the year ended March 31	2018	2017	2018	2017
Total Income	606.98	724.13	621.81	746.74
Less: Excise duty including excise duty on traded products	15.32	66.35	16.51	68.25
Net Comparable Total Income	591.66	657.78	605.30	678.49
Profit /(Loss) before interest, depreciation and tax	5.27	8.40	8.36	25.61
Interest & Financial Charges (Net)	(8.46)	(2.58)	(13.86)	(8.31)
Depreciation	(72.46)	(37.98)	(80.53)	(49.67)
Exceptional Items	247.86	-	247.86	-
Profit/(loss) before tax	172.22	(32.16)	161.84	(32.37)
Provision for tax including reversal of taxes for earlier years	20.35	-	22.92	(1.19)
Other Comprehensive Income	(0.20)	(0.16)	(0.20)	(0.16)
Total Comprehensive Income	192.37	(32.32)	184.56	(33.71)
Non-controlling interest	-	-	4.13	0.19
Total Comprehensive Income after Non-controlling interest	192.37	(32.32)	188.69	(33.52)

Review of operation

The recent year has witnessed several major changes in government policies. Implementation of Goods & Service Tax (GST) Act, Real Estate (Regulation & Development) Act ("RERAâ) and continuation effect of demonetization in retail industry etc. have impacted real estate as well as building material industry in particular. Under such constraints, your Company was able to achieve total income (Net Comparable) of Rs.591.66 crores, a decrease of 10% over last year. The Company has achieved EBITDA of Rs.5.27 crores in FY 2017-18 against an EBITDA of Rs.8.40 crores in FY 2016-17. This was made possible due to tight control on costs and the strong brand equity enjoyed by the Company. At a consolidated level, the Company has achieved EBITDA of Rs.8.36 crores (previous year Rs.25.61 crores).

Loan Restructuring and infusion of fresh equity

JM Financial Assets Reconstruction Company Limited ("JMFARCâ) has acquired the Company''s debt from 16 lenders (approximately 98%) and has become the secured lender to the Company. JMFARC has sanctioned a debt restructuring package with effect from 28 February 2018. The terms of restructuring, inter-alia includes conversion of debt into equity, preference shares, restructured term loan and debentures. JMFARC also subscribed to fully paid equity shares as well as equity warrants of your Company. Details are provided in the note 45A to the standalone financial statements.

Joint Venture with New Vardhman Vitrified Tiles Pvt. Ltd.

Your Company had acquired 51% equity stake in New Vardhman Vitrified Tiles Pvt. Ltd. (NVVPL) during FY 2011-12.

During the FY 2017-18, NVVPL has achieved net turnover of Rs.126.59 crore, EBITDA of Rs.1.32 crore and loss before tax of Rs.11.00 crore. The Company is regular in servicing its commitment to its lenders and has repaid term loan installments of Rs.56 crore since commencement of its operations.

Credit Rating

The last Credit Rating issued to the Company by CARE Limited was on 1^st October, 2012. However, the credit rating was suspended since the Company was under Corporate Debt Restructuring.

Dividend

Your Board does not recommend any dividend for the financial year ended March 31, 2018.

Material Changes

No material changes or commitments have occurred between the end of the financial year and the date of this report which affect the financial statements of the Company in respect of the reporting year.

Subsidiary Companies and Consolidated Financial Statements

The Company adopted Indian Accounting Standard (Ind-AS) from April 1, 2017 notified under the Companies (Indian Accounting Standards) Rules, 2016 and the Companies (Indian Accounting Standards) (Amendment) Rules, 2017 and accordingly Consolidated Financial Statements have been prepared in accordance with the Accounting Standard notified under Section 133 of the Companies Act, 2013 and the relevant rules issued thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (''SEBI (LODR)

Regulations, 2015'') and the other accounting principles generally accepted in India. The Consolidated Financial Statements form part of 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 II 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 Office and Corporate Office and that of the respective subsidiary companies.

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 effectively throughout the year. Internal Audit is carried out by external auditors and periodically covers all areas of business. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board.

(ii) Internal Controls over Financial Reporting

Directorsâ Responsibility Statement

The Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2018 the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 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 affairs of the Company as on March 31, 2018 and of the loss of the Company for the year ended March 31, 2018;

c) Proper and sufficient 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 financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors

During the year under review, there is no change in the composition of Board of Directors.

In accordance with the provisions of the Act, Mr. Vivek Talwar retires by rotation and being eligible offers his candidature for reappointment as Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the 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 specific 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

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons were Key Managerial Personnel of the Company as on March 31, 2018:

Sr.	Name of the person	Designation
No.
1.	Mr. Vivek Talwar	Chairman & Managing
		Director
2.	*Mr. Ajith Babu Narasimha	Chief Executive Officer
3.	Mr. B. G. Borkar	Chief Financial Officer
4.	Mr. Puneet Motwani	Company Secretary &
		Compliance Officer

* Ceased to be the Chief Executive Officer w.e.f. November 28, 2017

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 certificate from the auditors of the Company confirming 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 financial 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 III.

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.mtco. in/investors/nitco-policy.aspx Your Directors draw attention of the members to Note 37 to the standalone financial statement which sets out related party disclosures.

Transfer to Investor Education and Protection Fund (IEPF)

The Company was not liable to transfer any amount to Investor Education & Protection Fund (IEPF) account during the year under review.

Corporate Social Responsibility

The Company has constituted CSR Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 and shall perform such other activities as may be required along with other regulatory provisions.

Risk and Concern

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, 2018.

Auditors

At the Company''s 51^st Annual General Meeting (AGM) held on September 20, 2017, M/s Nayak & Rane, Chartered Accountants, Mumbai were appointed as the Company''s Statutory Auditors from the conclusion of the 51^st AGM till the conclusion of the 56^th AGM (subject to ratification of their re-appointment 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.

Auditorâs Report

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

Secretarial Audit

The Board appointed M/s Mayur More & Associates, Practising Company Secretary, to conduct Secretarial audit for FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Audit

The Board has 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 FY 2017-18.

Audit Committee

The Audit Committee comprises Independent Directors namely Shri Pradeep Saxena (Chairman), Shri Sharath Bolar and Shri Vivek Talwar as other members.

Vigil Mechanism

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link: http://www.mtco. in/inves tors/nitco-policy.aspx.

Meetings of the Board

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

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

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 I.

Extract of Annual Return

Extract of Annual Return (form MGT-9) of the Company is annexed herewith as Annexure IV to 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.

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;

2. Issue of equity shares with differential rights as to dividend, voting or otherwise;

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report;

4. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries;

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Cautionary Statement

Statements in this Annual Report, particularly those that relate to Directors Report and Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

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 Banks, Lenders, JMFARC, 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 29, 2018

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Annual Report with the audited statement of accounts of the Company for the year ended March 31, 2014.

Financial Results

The highlights of the financial results for the year ended March 31, 2014 are as follows:

(Rs. in Crores)

For the year ended March 31 2014 2013

Gross Sales 840.19 877.98

Net Sales 759.45 770.28

Profit before interest depreciation and tax (25.55) (39.64)

Interest & Financial Charges (Net) (143.69) (151.67)

Depreciation (41.99) (40.03)

Exceptional Items - -

Profit/(loss) before tax (211.23) (231.34)

Provision for tax - -

Profit/(loss) after tax (211.23) (231.34)

Balance brought forward from previous year (159.46) 71.88

Balance carried forward (370.69) (159.46)

Review of operation

The Company''s business model until FY11-12 was dependent on large imports of vitrified tiles from China. However, sudden steep drop in the value of rupee vs USD towards later part of FY 11-12, rendered the business of import of vitrified tiles and distribution within India unviable. The Company at that time was saddled with large inventories which were imported at a higher cost (due to rupee depreciation) and had to take steps to liquidate the inventories at a loss. The Company thereafter took steps to move away from China based sourcing strategy to domestic led sourcing. The China led sourcing strategy required setting up a huge infrastructure in terms of mother warehouses and regional depots across the country to facilitate distribution of imported tiles. With imports suddenly becoming unviable, Company had to deal with high distribution costs which had to be scaled down gradually in line with reduction in the inventory. Being a brick and mortar Company, this significant change in the business model has taken time to correct and has resulted in adverse performance during the last two financial years.

The slump in real estate and overall state of the economy has made a quick revival that much more time consuming. Due to competitive pressures and subdued state of the economy, sales volume could not be increased as desired Consequently the gross sales of the Company during the year ended 31st March 2014 has dropped to Rs. 840.19 Crores as against Rs. 877.98 Crores during the previous year ended 31st March 2013.

The power and fuel costs which form a significant part of the manufacturing costs in the tile industry have relentlessly increased every month which could not be fully passed on resulting in losses at the EBITDA level. Despite lower sales, due to strict control on other costs, the EBITDA loss for FY 13-14 was lower at Rs. 25.55 Crores as compared to Rs. 39.64 Crores during the previous year. The impact of increased fuel costs on own manufacturing was Rs. 12.63 Crores and increase in the procurement cost from vendors on account of fuel cost increase was Rs. 6.40 Crores. Thus the total impact of increased fuel costs on the financials of the Company was Rs. 19.03 Crores and was the main reason for the EBITDA losses incurred during the year.

Due to significant losses incurred during last two financial years, the net worth of the Company has been eroded by more than 50% and it will require reference to BIFR. Considering the tremendous brand equity enjoyed by the Company, non core assets identified for sale, and several steps taken for improving the performance of the Company, the management is hopeful of a turnaround in near future. The management therefore believes, it is appropriate to prepare the financial statement on a going concern basis.

Increased cost of Regasified liquefied natural gas (RLNG)

Power and Fuel forms a substantial part of cost of production in the tile industry. Our Company depends on RLNG supplied by GAIL for firing its kiln and dryers and generating power through gas turbine. As will be seen from the table below, the Company has been subjected to monthly increase in RLNG prices thereby increasing its cost of production. Due to severe competitive pressures, Company was unable to pass on the increased cost of RLNG to its customers.

Due to the steep increase in gas prices, the Company suspended the use of Gas Turbine for power generation towards the end of Q3 and shifted to use of power from MSEDL and Coal for running the spray dryer. This will result in reduction of power and fuel costs in the next financial year.

Updates on Corporate Debt Restructuring

Due to the factors elaborated above, the Company faced difficulties in managing its cash flows and working capital requirements. In order to correct its working capital position and liquidity challenges arising out of the mismatch of the loan maturities and potential projected earnings, the Company had approached the lenders for restructuring of its entire debt for suitable realignment under Corporate Debt Restructuring (CDR) mechanism. The CDR Cell approved the proposal of debt restructuring with super majority of the lenders at the CDR Empowered Group (EG) meeting held on 8th November 2012, and issued the Letter of Approval (LOA) on 26th December 2012 and revised letter dated 31st December 2012, based on which the lenders agreeing to the package has signed the Master Restructuring Agreement (MRA) on March 6, 2013. The salient features of the package were as under:

a. The Cut-off-Date (COD) is April 1, 2012.

b. The total existing term loan of Rs. 408.34 Crores outstanding is restructured. The principal repayment shall be in 32 quarterly structured installments for the period commencing from 30th June 2014 and ending on 31st March 2022. Interest rate is 11.25% per annum.

c. Carving out working capital irregularities has been converted into Working Capital Term Loan (WCTL). WCTL is Rs. 609.17 Crores. WCTL is payable in 24 quarterly structured installments period commencing from 30th June 2014 and ending on 31st March 2020. WCTL carries Interest at 10.75% p.a.

d. Funded Interest on the term loan (FITL) for a period of 18 months from COD, amounting to Rs. 150.35 Crores. Repayment shall be in 24 quarterly installments period commencing from 30th June 2014 and ending on 31st March 2020. FITL carries Interest at 10.75% p.a.

e. Promoters were required to bring in Rs. 55.69 Crores as their contribution under the package and the same was brought in by the promoter.

f. Personal guarantee from Mr. Vivek Talwar and corporate guarantee from M/s Aurella Estates & Investments Private Limited for the entire debt of the Company including the sacrifices made by the lenders.

g. The entire debt is further secured by the corporate guarantees from certain subsidiaries who hold real estate assets, offered as additional securities to lenders.

h. Pledge of shares in the Company held by both Mr. Vivek Talwar and M/s Aurella Estates & Investments Private Limited.

The CDR package also included fresh working capital facilities, of approximately Rs. 280 Crores (both fund and non fund based), allowing the Company to accelerate its operation.

The Company complied all the conditions of the CDR package to demonstrate its willingness to make the package successful, but the profitability was affected due to reasons beyond the control of the Company namely -

* Steep increase in Fuel and Power Costs.

* Lower sales achievement mainly due to challenging economic scenario and non-release of working capital sanctioned under CDR scheme

Despite all sincere efforts, the sale of non-core assets has been delayed due to adverse real estate scenario in the country.

Though all the conditions mentioned in the CDR package have been complied with, the lenders did not disburse the additional working capital facility even though the same was sanctioned in the CDR package. Despite the tight liquidity conditions, the Company managed to reduce its EBITDA losses due to its strong brand equity. Due to the delay in monetising of the real estate assets, the Company has requested the lenders to rework the approved CDR package.

Credit Rating

The last Credit Rating issued to the Company by CARE Limited was on 1st October, 2012. However, the credit rating is under suspension at present as the Company is under Corporate Debt Restructuring.

Postal Ballot

During the year under review, the Board of Directors have duly passed the following Resolutions on 7th June, 2013 through Postal Ballot voting process with requisite majority:

1. Authorisation for Restructuring of Debts;

2. Issue of Equity Shares on Preferential Basis under section 81(1A) of the Companies Act, 1956;

3. Increase in the Authorised Share Capital and amendment to the capital clause of the Memorandum of Association of the Company;

4. Amendment to the capital clause of Articles of Association of the Company;

5. Increasing the Borrowing Limits of the Company pursuant to section 293(1)(d) of the Companies Act, 1956;

6. Authorisation for creation of charge/mortgage etc. on the properties of the Company pursuant to section 293(1)(a) of the Companies Act, 1956.

Mr. Nilesh Shah, Practicing Company Secretary, acted as a Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner. The procedure of the Postal Ballot is as per section 192A of the Companies Act, 1956 and Companies (Passing of the Resolution by Postal Ballot) Rules, 2011.

Paid up Capital

The Company after obtaining all the requisite approvals, allotted 2,20,99,206 Equity shares of Rs. 10 each to M/s Aurella Estates & Investments Pvt Ltd, a promoter entity at a price of Rs.25.20 per share inclusive of premium of Rs. 15.20 per share and the said shares have been listed on the Stock Exchanges.

Post allotment of equity shares as aforesaid, the share capital of the Company stands increased to Rs. 54.70 Crores.

Monetisation of Non-core Assets

The Company is taking steps to monetise certain non-core assets in terms of the Corporate Debt Restructuring package implemented by the Company. The Company and its wholly owned subsidiaries hold lands at Alibag (at Maharashtra), Thane (at Mumbai) and at Goa. The Company has taken steps for developing a residential project at its land at Kanjur Marg in association with Hiranandani Group for which an MOU has been entered into on 19th December 2012. The Company''s state of art building at Thane Biz Park with unoccupied space of 81,249 sq ft could not be sold due to over supply in the commercial real estate. In view of slow down in real estate market, income from real estate business is expected to be substantially lower; a huge unsold inventory is being held by industry and hence, realisation of real estate division is expected to be delayed by few more years till the real estate industry gets a fresh revitalisation. The Company launched NITCO Escape Village Project at Alibag with huge advertisement campaign. Though initial response was quite positive, however, due to overall depressive economic scenario, response could not be converted into actual sales.

Joint Venture with New Vardhman Vitrified Pvt. Ltd.

With imports from China becoming progressively unviable, Company had shifted sourcing based in India. As a part of this strategy, your Company had acquired 51% equity stake in New Vardhman Vitrified Pvt. Ltd (NVVPL). The said company had set up a plant in Wakaner, Morbi, Gujarat for manufacturing 8 million sq. mtrs (approximately) of vitrified tiles and wall tiles. The plant has commenced its production towards the end of the financial year 2012-13. The production of this plant is marketed by the Company under its brand name. With this arrangement, Company''s dependence on China for tiles sourcing had significantly reduced. NVVPL, in its first full year of operation, has achieved net turnover of Rs. 146.45 Crores, EBITDA is Rs. 13.72 Crores and net profit before tax is Rs. 1.93 Crores.

Dividend

In view of the losses incurred during the year, your Board is not able to recommend any dividend for the financial year ended 31st March 2014.

Subsidiary Companies and Consolidated Financial Statements

In terms of Section 212(8) of the Companies Act, 1956 read with the General Circular No.2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, general exemption has been provided to companies from compliance of the provisions of Section 212 of the Companies Act, 1956 subject to compliance with conditions as referred to in the said General Circular No.2/2011 dated February 8, 2011. The Board of Directors of the Company, accordingly, has given its consent for not attaching the balance-sheet of the subsidiaries and accordingly, the balance-sheet, statement of profit and loss and other documents of the subsidiary companies are not being attached with the balance- sheet of the Company. However, some key information of the subsidiary companies as required to be provided in terms of the said circular, is disclosed under "Section 212 Report" forming part of this Annual 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 Office and Corporate Office and that of the respective subsidiary companies.

The Annual Report of the Company contains the consolidated audited financial statements prepared pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the mandatory accounting standards as notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

a) In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations 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 affairs of the Company as on March 31, 2014 and of the loss of the Company for the year ended March 31, 2014;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts have been prepared on a going concern basis.

Directors

Pursuant to Letter of Approval issued by CDR cell and Master

Restructuring Agreement entered into with CDR Lenders, Shri Rakesh Kumar representative of M/s Punjab National Bank, the monitoring institution for the CDR Lenders, was appointed as a Nominee Director on the Board of your Company. As per Clause 75 of Article of Association of the Company, Shri Rakesh Kumar shall not liable to retire by rotation. In view of his appointment to continue as a Nominee Director, appropriate resolution has been included in the notice for members'' approval.

The tenure of Mr. Vivek Talwar, Managing Director, expired on 31st March, 2014 and the Board of Directors at its meeting held on 12th February, 2014 re-appointed him as the Managing Director, subject to the approval of the members at the Annual General Meeting for a further period of three years with effect from 1st April, 2014.

In view of the provisions of section 149 of the Companies Act, 2013, the Board of your Company has proposed the appointment of Mr. Pradeep Saxena as Independent Director at the ensuing Annual General Meeting of the Company. Mr. Rohan Talwar, Director of the Company, is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Company has received the requisite Notices in writing proposing the appointment of Mr. Pradeep Saxena as Independent Director and Mr. Rakesh Kumar as the Nominee Director.

Brief resume of Shri Rakesh Kumar, Mr. Vivek Talwar, Mr. Pradeep Saxena and Mr. Rohan Talwar, the nature of their expertise in specific functional areas and the names of the companies in which they hold directorships as stipulated in Clause 49 of the Listing agreement is provided in the report on Corporate Governance annexed to the Annual Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance forms a part of this Annual Report. A certificate from the auditors of the Company confirming their compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

Auditors'' Report

The Board has duly examined the statutory auditor''s report to accounts and clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report.

Auditors

Messrs. A. Husein Noumanali & Co., Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. In terms of the Companies Act, 2013 ("the new Act") and the Rules framed thereunder, it is proposed to appoint them as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting, until the conclusion of the 51st Annual General Meeting of the Company to be held in the Year 2017 (subject to ratification of their appointment by the Members at every Annual General Meeting held after the ensuing Annual General Meeting).

As required under the provisions of section 139(1) of the new Act, the Company has received a written consent from M/s. A.. Husein Noumanali & Co., Chartered Accountants to their appointment and a Certificate, to the effect that their re- appointment, if made, would be in accordance with the new Act and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the new Act. The Board commends their re-appointment as statutory auditors.

The Notes on Financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Appreciation and acknowledgement

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

For and on behalf of the Board

Vivek Talwar Pradeep Saxena Managing Director Director

Mar 31, 2013

The Directors are pleased to present the Annual Report with the audited statement of accounts of the Company for the year ended March 31,2013.

Financial results

The highlights of the financial results for the year ended March 31, 20 13 are as follows: (Rs. in lakhs) 2012 2013

Gross Sales 87919 95970

Profit before interest depreciation and tax (3964) 8680

Interest & Financial Charges (Net) 15167 751

Depreciation 4003 3266

Exceptional Items 3447

Profit/(loss) before tax (23134) (5544)

Provision for tax

Profit/(loss) after tax (23134) (5544)

Balance brought forward from previous year 7188 12732

Balance carried forward (15946) 7188

Review of operation

During the year under review, your Company''s gross sales have declined by 8.38% over last year The increase in costs of production, interest cost etc resulted in increase in net loss to Rs. 23 I 34 lakhs.

Continued Challenges faced by the Company

The slump in real estate has taken a toll on volumes as well as sales realization. While the costs have increased sharply due to devaluation of currency increase in power and fuel cost, employee cost and the interest cost, the competition from unorganised sector and weak market has restricted our ability to pass on increased cost to customers. Consequently the gross sales of the Company during year ended 31 st March 20 I 3 has dropped to Rs. 87919 lakhs as against Rs. 95970 lakhs during previous year ended 31 st March 20 12.

Demand for Tiles is primarily linked with growth of Real Estate sector Real Estate sector has been grappling with problems. Slow sales and a glut of properties are hampering the real estate market in major metro and A-class cities in India.The glut is likely to extend into 20 14 as steady streams of new developments are

launched on the market. The overall sentiments of the market and the consistent rate of new project launches in major cities give a clear indication of an impending oversupply in 20 I 3 and 20 14 Analysts tracking the prices and unsold property inventory levels believe that the fall would continue for a longer period and prices would remain stagnant for some time.

As the economy shows signs of decreasing GDP growth rate, the Indian real estate industry faces its own share of concerns. Real estate developers are reeling under high debt and FDI inflows have also slowed down. Amidst these macroeconomic conditions, Indian real estate asset classes across the prime cities of India have seen mixed sentiments.

Increased cost of Regasified liquefied natural gas (RLNG)

Power and Fuel forms a substantial part of cost of production in the tile industry Our Company depends on RLNG supplied by GAIL for firing its kiln and dryers and generating power through gas turbine. As will be seen from the table below, the Company has been subjected to monthly increase in RLNG prices thereby increasing its cost of production. Due to severe competitive pressures, Company was unable to pass on the increased cost of RLNG to its customers.

Corporate Debt Restructuring

Due to significant depreciation of Rupee against US Dollar; the performance for the Company for the last few quarters was impacted due to substantial exposure to foreign currency in respect of large imports of vitrified tiles.The competitive pressure and weak market sentiment have restricted our ability to pass on increase in purchase cost to customers.

Thus, Company faced difficulties in managing its cash flows and working capital requirements. In order to correct its working capital position and liquidity challenges arising out of the mismatch of the loan maturities and potential projected earnings, the Company approached the lenders for restructuring of its entire debt for suitable realignment under Corporate Debt Restructuring (CDR) mechanism. The CDR Cell approved the proposal of debt restructuring with super majority of the lenders at the CDR Empowered Group (EG) meeting held on 8th November 2012, and issued the Letter of Approval (LOA) on 26th December 2012 and revised letter dated 31st December 20 12, based on which the lenders agreeing to the package has signed the Master Restructuring Agreement (MRA) on March 6, 20 I 3.The significant highlight of the package is as under:

a. The Cut off-Date (COD) is April 1, 20 12.

b. The total existingterm loan of Rs. 425.37 Crores outstanding is restructured.The principal repayment shall be in 32 quarterly structured installments for the period commencing from 30th June 2014 and ending on 31st March 2022. Interest rate is

I 1.25% per annum.

c. Carving out working capital irregularities has been converted into Working Capital Term Loan (WCTL).WCTL is Rs. 603.63 crores .WCTL is payable in 24 quarterly structured installments period commencing from 30th June 20 14 and ending on 3 1st March 2020. WCTL carries Interest at 10.75% p.a.

d. Funded Interest on the term loan (FITL) for a period of 18 months from COD, amounting to Rs. 153.18 Crores. Repayment shall be in 24 quarterly installments period commencing from 30th June 20 14 and ending on 31 st March 2020. FITL carries Interest at 10.75% p.a.

e. Promoters require to bring in Rs 55.69 crores as their contribution under the package. Out of the same Rs.28 crores has been brought in by March 31, 2013 and balance to be brought by June 30, 20 13.

I f Personal guarantee from Mr Vivek Talwar and corporate guarantee from M/s Aurella Investments & Estates Private Limited for the entire debt of the Company including the sacrifices made by the lenders.

g The entire debt is further secured by the corporate guarantees from certain subsidiaries who hold real estate assets, being offered as additional securities to lenders.

h. Pledge of shares in the Company held by both MrVivekTalwar and M/s Aurella Estates & Investments Private Limited.

Joint Venture with NewVardhman Vitrified Tiles Pvt. Ltd.

With imports from China becoming progressively unviable, Company has shifted sourcing based in India. As a part of this strategy, your Company has acquired 5 \% equity stake in New Vardhman Vitrified Tiles Pvt. Ltd (NWPL).The said company has set up a plant in Wakaner, Morbi, Gujarat for manufacturing 8 million sq. mtrs (approximately) of vitrified tiles and wall tiles. The plant has commenced its production towards the end of the financial year The entire production of this plant is marketed by the Company under its brand name. With this arrangement, Company''s dependence on China for tiles sourcing has significantly reduced.

Dividend

In view of the losses incurred during the yean your Board is not able to recommend any dividend for the financial year ended 3 I st March 201 3.

Consolidated Financial Statements

As required by the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standards AS-21 on consolidated financial statements, your Directors provide the audited annual consolidated financial statements in this Annual Report.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

a) In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations 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 affairs of the Company as on March 31, 201 3 and of the loss of the Company for the year ended March 31,2013;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts have been prepared on a going concern basis.

Subsidiary companies

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company The Company shall provide a copy of the Annual Report of its subsidiary companies, free of cost, as required under Section 212 of the Act to members on their written request to the Company Secretary at the registered office of the Company These documents will also be available for inspection by any shareholder at the registered office of your Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

A statement pursuant to section 212 of the Companies Act, 1956, containing details of subsidiaries of the Company also forms part of this Annual Report.

Directors

Mr Rohan Taiwan Director of the Company is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment Brief resume of Mr Rohan Taiwan the nature of his expertise in specific functional areas and the names of the companies in which he holds directorships as stipulated in Clause 49 of the Listing agreement is provided in the report on Corporate Governance annexed to the Annual Report.

I Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance forms a part of this Annual Report. A certificate from the auditors of the Company confirming their compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

Management Discussion and Analysis

Management Discussion and Analysis on matters related to business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statement which forms part of the Annual Report.

Personnel

Relationships with employees continued to be cordial. The HR policies of your Company were focused on the development potential of each employee. With this premise, a comprehensive set of HR policies were laid down, aiming to attract, retain and motivate employees at all levels. Information required under Section 2I7(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, is provided in the Annexure forming part of the Directors'' Report. In terms of Section 219( l)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered/Corporate Office ofthe Company

Transfer to Investor Education and Protection Fund (IEPF)

The Company has, during the year under review, transferred a sum of Rs .272,852/- to Investor Education and Protection Fund, in compliance with the provisions of Section 205C ofthe Companies Act, 1956. The said amount represents application money due for refund which remained unpaid/ unclaimed by the shareholders ofthe Company for a period of 7 years from its due date of payment.

Cost Auditor

The Cost Audit Branch of Government of India, Ministry of Corporate Affairs (MCA), New Delhi, vide Cost Order No. 52/26/CAB-20 10 dated November 6, 20 12 have issued industry '' wise Orders for appointment of Cost Auditors from FY 20 I 3-14 onwards for companies engaged in the manufacturing of I Ceramic and Marble products.The provisions ofThe Companies (Cost Accounting Records) Rules, 201 I shall be applicable to all the products/activities of the Company and pursuant to the same the Board of Directors of the Company has appointed M/s. R K. Bhandari & Co. Cost Accountants, Jaipur; as the "Cost Auditor" and "Cost Accountant" under Section 233B and Section 209(1) (d) of the Companies Act, 1956 forthe Financial year 20 I 3-14.

Corporate Social Responsibility

Today''s business environment demands that corporate play a pivotal role in shouldering social responsibility.You will be happy to note that in the year under review your Company executed several Corporate Social Responsibility (CSR) programmes for the benefit of the communities where your Company operates. Your Company contributed actively towards community welfare measures, taking several initiatives related to education, health, environmental improvement and other development measures such as:

- Regular medical check up

- Blood donation camps

- Tree plantation programmes on World Environment Day and Earth Day to promote awareness about the effect of climate change and importance of environment protection

- Conducting Safety Awareness programmes regularly

- Supportto sports activities including local sports championships for kabaddi and cricket.

- First aid centre at manufacturing facility

- Occupational Health centre at manufacturing facility

- Donations to local temples for their renovation

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

The information required under Section 2l7(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy technology absorption and foreign exchange earnings/outgo is given in Annexure A, which forms part of this Report.

Risk and Concern

Changes in macro economic factors like inflation, energy cost, interest rate, world trade, exchange rate, etc. also play an important role in our industry thereby affecting the operations of business. Any adverse change in the above may affect the performance of your Company Your Company periodically reviews the risk associated with the business and takes steps to mitigate and minimise the impact of risk.

Quality Safety and environment

Your Company in order to ensure highest standard of safety has implemented and initiated various measures with respect to Quality Safety and Environment Management Systems. The initiatives by your Company have been rewarded with several recognitions.

Internal control framework

Your Company conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business.Your Company has a well established framework of internal controls in operation, including suitable monitoring procedures. In addition to the external audit, the financial and operating controls of your Company at various locations are reviewed by Internal Auditors, who report their observations to the Audit Committee of the Board.

Auditors'' Report

The Board has duly examined the statutory auditor''s report to accounts and clarifications, wherever necessary have been included in the Notes to Accounts section of the Annual Report.

Auditors

The present auditors of the Company M/s. A. Husein Noumanali & Co., Chartered Accountants, retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for re-appointment Your Directors recommend their re-appointment

Appreciation and acknowledgement

Your Directors acknowledges with gratitude and wish to place on record, their deep appreciation of continued support and co-operation received by the Company from the various Government authorities, Shareholders, Bankers, Lenders, Business Associates, Dealers, Customers, Financial Institutions and Investors during the year

For and on behalf of the Board

Sd/- Sd/-

Date: 30th May 20 13 Vivek Talwar Vishal Malik

Place: Mumbai Managing Director Director

Mar 31, 2012

The Directors take pleasure in presenting the Annual Report with the audited statement of accounts of the Company for the year ended March 31, 2012.

Financial results

The highlights of the financial results for the year ended March 31, 2012 are as follows:

Rs. in crores

For the year ended March 31 2012 2011

Gross Sales 958.52 728.28

Profit before interest depreciation and tax 86.80 79.16

Interest and financial charges (Net) 75.11 28.09

Depreciation 32.66 22.71

Exceptional items 34.47 --

Profit/(loss) before tax (55.45) 28.35

Provision for tax -- 2.05

Profit/(loss) after tax (55.45) 26.30

Balance brought forward from previous year 127.32 112.91

Amount available for appropriation 71.88 139.21

Proposed dividend -- 1.63

Dividend tax on proposed dividend -- 0.27

Transferred to general reserve -- 10.00

Balance carried forward 71.88 127.31

Review of operations

During the year under review, your company registered 32% growth in gross sales. There is a net loss of Rs. 55.45 crore as compared to PAT of Rs. 26.30 crore in the previous year.

Highlights 2011-12

The gross revenue for the year ended March 31, 2012 grew 32% to reach Rs. 958.52 crore driven by increased

sales in:

- Vitrified tiles sales up 71% to Rs. 528.18 crore

- Ceramic tiles sales up 24% to Rs. 276.28 crore

- Marble sales however decreased by 18% to Rs. 143.66 crore

- Real estate sales at Rs. 10.40 crore

Challenges faced by the Company

Demand for Tiles is primarily linked with growth of Real Estate sector. Real Estate sector has been grappling with problems. Slow sales and a glut of properties are hampering the residential real estate market in major metro and A- class cities in India. The glut is likely to extend into 2013 as steady streams of new developments are launched on the market. Developers who bought land at high prices, are not ready to bring prices down. The overall sentiments of the market and the consistent rate of new project launches in major cities give a clear indication of an impending oversupply in 2012 and 2013. A lot of developers in the most severely affected locations are currently open to closing sales at lower rates. Prices for commercial properties slumped in the Indian city in 2009 and many developers switched from offices to residential in the hope of keeping profits high. But now there is slump in the residential sector in major metros as well.

As the economy shows signs of lower GDP growth rate, the Indian real estate industry faces its own share of concerns. Real estate developers are reeling under high debt and FDI inflows have also slowed down. The increase in home loan interest rates is dampening the sales even further. Amidst these macroeconomic conditions, Indian real estate asset classes across the prime cities of India have seen mixed sentiments.

Because of the prevailing uncertainties on the global market and there is no likelihood of major interest rate reduction by RBI, sentiments on the residential market will remain cautious over the short term. The absorption rate - meaning the ratio of sales over inventory in the market - is likely to be low, and the incidence of new launches will decline. Rise in capital values will be marginal because of low sales.

Project-specific price increases can be expected across all sub-markets - this pertains specially to projects that are being delivered or are nearing completion. The mid-end and affordable housing segments will record healthy appreciation in capital values in the short term from a low base. We expect these trends to continue during FY 13.

For more than a decade, your Company has been following a policy of part in- house manufacturing and part outsourcing from China which had served the Company well during the last several years. As per business model, your Company needs to import significant portion of outsourced products from China. The exchange rate between Indian Rupee and US Dollar has changed dramatically during 3rd and 4th quarter of FY 2011-12. This has impacted the landed cost of the outsourced products. Due to competitive pressure the Company was not able to pass on the excess burden on account of higher exchange rate to its customers. This has resulted in operating losses during 4th Quarter.

The proportion of outsourcing from China has over the years considerably increased. As the China factories generally remain closed for two months in the early calendar year, it was required to procure stocks in advance in anticipation of sales. Because of the large lead times in procurement and frequent changes in the consumer tastes, there has been a mismatch between products procured and sales achieved. The inventory has gone up to Rs. 424 crore (including the stock written off of Rs. 34 crore) as on year ended March 2012 as against Rs. 311 crore as on year ended March 2011. The Company has reviewed the realisability of stocks and upon a review and as a measure of abundant precaution, the management has written off obsolete/damaged stock of Rs. 34 crore in March 2012 as exceptional items.

Joint Venture with New Vardhman Vitrified Tiles Pvt. Ltd.

With imports from China becoming progressively unviable, Company has entered into a Memorandum of Understanding with New Vardhman Vitrified Tiles Pvt. Ltd.and its promoters for a 51% stake in New Vardhman Vitrified Tiles Pvt. Ltd . The said Company is setting up a plant in Wakaner, Morbi, Gujarat for manufacturing 8 million sq. mtrs (approximately) of vitrified tiles and Wall tiles. The plant is expected to start production in Q3 of the current financial year. The entire production of this plant will be marketed by the Company under its brand name. With this arrangement, Company's dependence on China for tiles sourcing will significantly reduce.

Increased cost of Borrowings

Cost of borrowings has also increased during the fiscal due to increase in benchmark rates as well as higher level of borrowings. Subsequent to recently commissioned projects at Silvassa and Alibaug the entire interest cost is charged to revenue with effect from last quarter of the FY 2011-12. The increase in interest costs on the base of high level of debt further affected net profit margins. Besides, the Company had to suffer an exchange loss of Rs. 10 crore in FY 2011-12 as against an exchange gain of Rs. 4 crore in FY 2010-11 i.e. net impact of Rs. 14 crore on year to year basis. The following graph shows the monthly movement of exchange rate between Indian Rupees and United States Dollar:

Dividend

In view of the losses incurred during the year your Board is not able to recommend any dividend for the financial year ended 2011-12 (previous year Re. 0.5 per share).

Consolidated Financial Statements

As required by the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standards AS-21 on consolidated financial statements, your Directors provide the audited annual consolidated financial statements in this Annual Report.

Corporate Debt restructuring

In view of the operating losses faced by the Company and the high level of Debt, Punjab National Bank the lead Bank has made a reference to the CDR cell for restructuring the Company's debt.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

a) In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations 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 affairs of the Company as on March 31 , 201 2 and of the loss of the Company for the year ended March 31, 2012;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts have been prepared on a going concern basis.

Subsidiary companies

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company shall provide a copy of the Annual Report of its subsidiary companies, free of cost, as required under Section 21 2 of the Act to members on their written request to the Company Secretary at the registered office of the Company. These documents will also be available for inspection by any shareholder at the registered office of your company on any working day during business hours. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

A statement pursuant to section 212 of the Companies Act, 1956, containing details of subsidiaries of the Company also forms part of this Annual Report.

Directors

Mr. Shivkumar Bhardwaj, Mr. Atul Sud and Mrs. Poonam Talwar resigned as Director of the Board. The Board placed on record its deep sense of appreciation for the services rendered by them as Directors of the Company.

The Board places on record its condolences for the sad demise of Mr. Prannath Talwar, who has passed away on 2nd May, 2012.

Mr. Pradeep Saxena, Mr. Vishal Malik and Mr. Rohan Talwar were appointed as Additional Directors at the Meeting of the Board of Directors held on 3rd May, 2012 and they hold office until the conclusion of the ensuing Annual General Meeting. Notices have been received from Members of the Company for appointing them at the ensuing General Meeting.

Brief resume of Mr. Pradeep Saxena, Mr. Vishal Malik and Mr. Rohan Talwar the nature of their expertise in specific functional areas and the names of the companies in which they hold directorships as stipulated in Clause 49 of the Listing agreement is provided in the report on Corporate Governance annexed to the Annual Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance forms a part of this Annual Report. A certificate from the auditors of the Company confirming their compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

Management Discussion and Analysis

Management Discussion and Analysis on matters related to business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statement which forms part of the Annual Report.

Personnel

Relationships with employees continued to be cordial. The HR policies of your Company were focused on the development potential of each employee. With this premise, a comprehensive set of HR policies were laid down, aiming to attract, retain and motivate employees at all levels. Information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, is provided in the Annexure forming part of the Directors' Report. In terms of Section 219(1 )(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company.

Corporate Social Responsibility

Today's business environment demands that corporate play a pivotal role in shouldering social responsibility. You will be happy to note that in the year under review your company executed several Corporate Social Responsibility (CSR) programmes for the benefit of the communities where your company operates. Your company contributed actively towards community welfare measures, taking several initiatives related to education, health, environmental improvement and other development measures such as:

- Regular medical check up

- Blood donation camps

- Tree plantation programmes on World Environment Day and Earth Day to promote awareness about the effect of climate change and importance of environment protection

- Conducting Safety Awareness programmes regularly

- Support to sports activities including local sports championships for kabaddi and cricket.

- First aid centre at manufacturing facility

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

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given in Annexure A, which forms part of this Report.

Risk and Concern

Changes in macro economic factors like inflation, interest rate, world trade, exchange rate, etc. also play an important role in our industry thereby affecting the operations of business. Any adverse change in the above may affect the performance of your Company. Your Company periodically reviews the risk associated with the business and takes steps to mitigate and minimise the impact of risk.

Quality Safety and environment

Your Company, in order to ensure highest standard of safety, has implemented and initiated various measures with respect to Quality, Safety and Environment Management Systems. The initiatives by your Company have been rewarded with several recognitions.

Internal control framework

Your Company conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business. Your Company has a well established framework of internal controls in operation, including suitable monitoring procedures. In addition to the external audit, the financial and operating controls of your Company at various locations are reviewed by Internal Auditors, who report their observations to the Audit Committee of the Board.

Auditors' Report

The Board has duly examined the statutory auditor's report to accounts and clarifications, wherever necessary, have been included in the Notes to Accounts section of the Annual Report.

Auditors

The present auditors of the Company, M/s. A. Husein Noumanali & Co., Chartered Accountants, retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their appointment.

Appreciation and acknowledgement

Your Directors wish to place on record their sincere thanks to the following stakeholders:

- Customers, who continue to be delighted in the Company's range of products and their quality, and who therefore continue to patronise the Company's products despite competition

- Banks and financial institutions for their continued support

- Employees for their sincere efforts during the year under review.

Particulars as per the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988.

A) Conservation of Energy:

The Company's manufacturing operations are energy intensive. The concern for more efficient utilisation and conservation of energy has remained not only in the domain of the top management but has also percolated to the shop floor. Continuous improvements in the manufacturing processes and practices are carried out with one of the objectives of energy conservation. The Company has installed a 5.5 MW captive power plant. The waste heat generated from this captive power plant is used in spray dryers resulting in a daily RLNG saving of around 405 MMBTU.

B) Technology Absorption:

The state of the art Marble processing plant commenced operations during FY 2011-12. Major equipments have been imported from leading equipment manufacturers like Breton (Italy), Omis (Italy), Fraccarole E Balzan SPA (Italy) and Matec (Italy). The Company's technicians have been imparted training in maintenance of this equipment by supplier's technicians.

C) Foreign exchange earnings and outgo:

The information on foreign exchange earnings and outgo is furnished in the Notes to the Accounts.

For and on behalf of the Board

Sd/- Sd/-

Date: 27th July, 2012 Vivek Talwar Vishal Malik

Place: Mumbai Managing Director Director

Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting the Annual Report with the audited statement of accounts of the Company for the year ended March 31, 2011.

Financial results

The highlights of the financial results for the year ended March 31, 2011 are as follows:

Rs. in crores

For the year ended March 31 2011 2010

Gross Sales 728.55 465.33

Profit before interest depreciation and tax 79.16 28.08

Interest & Financial Charges (Net) 28.09 15.65

Depreciation 22.71 21.14

Profit/(loss) before tax 28.36 (8.71)

Provision for tax 2.05 -

Profit/(loss) after tax 26.31 (8.71)

Balance brought forward from previous year 112.91 121.62

Amount available for appropriation 139.22 112.91

Proposed dividend 1.63 -

Tax on proposed dividend 0.27 -

Transferred to General Reserve 10.00 -

Balance carried forward 127.32 112.91

Review of operations During the year under review, your Company has performed reasonably well. Your Company registered an increase of 56% growth in sales. Income from operations increased from Rs. 465.33 crores to Rs. 728.55 crores. Earnings before interest, depreciation and tax (EBIDTA) grew by 181% to Rs. 79.16 crores from Rs. 28.08 crs in the previous year due to higher sales. Profit after tax (PAT) was Rs. 26.31 crores as compared with a loss of Rs. 8.71 crores in the previous year.

Highlights 2010-11

The gross revenue for the year ended March 31, 2011 grew 56% to reach Rs. 728.55 crores, driven by increased sales in :

- Vitrified tiles sales up 53% to Rs. 308.76 crores

- Ceramic tiles sales up 21% to Rs. 222.75 crores

- Marble sales up 124% to Rs. 176.28 crores

- Real estate sales at Rs. 20.77 crores

Real Estate Foray

Biz Park at Thane (Maharashtra) admeasuring around 2 lakhs sq. ft. completed and around 0.41 lakhs sq. ft. was sold for Rs. 20.77 crores. Pursuant to the approval of honourable Bombay High Court, Particle Boards India Ltd (PBIL) has been amalgamated with Nitco Ltd. PBIL has a plot admeasuring 4.01 acres at Kanjurmarg (Mumbai) which will be developed after approvals of appropriate authorities.

Dividend

Your Board recommended a dividend of Re. 0.50 per share (no dividend declared in the previous year) and seeks approval for the same. If approved, the total outgo on account of the dividend will be Rs. 1.90 crores (inclusive of corporate tax on dividend).

Consolidated Financial Statements As required by the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standards AS-21 on consolidated financial statements, your Directors provide the audited annual consolidated financial statements in this annual report.

Directors

Mr. Atul Sud, Director of the Company, is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment. Brief resume of Mr. Sud, the nature of his expertise in specific functional areas and the names of the companies in which he holds directorships as stipulated in Clause 49 of the Listing Agreement is provided in the report on Corporate Governance annexed to the annual report.

Directors' Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

a) In preparation of the annual accounts,

applicable accounting standards have been followed along with proper explanations 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 affairs of the Company as on March 31, 2011 and of the profit of the Company for the year ended March 31, 2011;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d)The annual accounts have been prepared on a going concern basis.

Subsidiary companies In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company shall provide a copy of the annual report of its subsidiary companies, free of cost, as required under Section 212 of the Act to members on their written request to the

Company Secretary at the registered office of the Company. These documents will also be available for inspection by any shareholder at the registered office of your Company on any working day during business hours. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

During the year, Chongquig Nitco Marble Ltd., a wholly owned subsidiary registered in China ceases to be subsidiary as the Company closed down. Investment made in Chongquig has been received back.

A statement pursuant to Section 212 of the Companies Act, 1956, containing details of subsidiaries of the Company also forms part of this annual report.

Corporate Governance Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, a detailed report on Corporate Governance forms a part of this annual report. A certificate from the auditors of the Company confirming their compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Management discussion and analysis Management discussion and analysis on matters related to business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statement which forms

part of the annual report.

Share Capital

Scheme of amalgamation of step down subsidiary, Particle Board India Ltd (PBIL) with the Company, approved by Honorable Bombay High Court vide its order dated July 08, 2011, has become effective from August 01, 2011. Appointed date for the scheme was April 01, 2010. Pursuant to the Scheme of Amalgamation, 4,76,580 equity shares of Rs. 10 each of the Company were allotted to the shareholders of the erstwhile PBIL on August 12, 2011. Pending allotment as on March 31, 2011, 4,76,580 equity shares have been shown as Share Capital Suspense.

Post allotment of equity shares as aforesaid, the share capital of the Company stands increased to Rs. 32.60 crores.

Personnel

Relationships with employees continued to be cordial. The HR policies of your Company were focused on the development potential of each employee. With this premise, a comprehensive set of HR policies were laid down, aiming to attract, retain and motivate employees at all levels. Information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is provided in the annexure forming part of the Directors' report. In terms of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company.

Corporate Social Responsibility

Today's business environment demands that corporates play a pivotal role in shouldering social responsibility. You will be happy to note that in the year under review, your Company executed severa Corporate Social Responsibility (CSR) programmes for the benefit of the communities where your Company operates. Your Company contributed actively towards community welfare measures, taking several initiatives related to education, health, environmental improvement and other development measures such as :

- Regular medical check up

- Blood donation camps

- Tree plantation programmes on World Environment Day and Earth Day to promote awareness about the effects of climate change and importance of environment protection

- Conducting safety awareness programmes regularly

- Support to sports activities including loca sports championships for kabaddi and cricket

- First aid centre at manufacturing facility

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

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given in Annexure A, which forms part of this report.

Auditors' Report

The Board has duly examined the statutory Auditor's report to accounts and clarifications, wherever necessary, have been included in the Notes to Accounts section of the annual report.

Auditors

The present auditors of the Company, M/s. A. Husein Noumanali & Co., Chartered Accountants, retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their appointment.

Appreciation

Your Directors wish to place on record their sincere thanks to the following stakeholders:

- Customers, who continue to be delighted in the Company's range of products and their quality, and who therefore continue to patronise the Company's products despite competition

- Banks and financial institutions for their continued support

- Employees for their sincere efforts without which the Company could not have reported phenomenal growth during the year under review.

ANNEXURE TO THE DIRECTOR'S REPORT

Particulars as per the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988

A. Conservation of energy: The company's manufacturing operations are energy intensive. The concern for more efficient utilization and conservation of energy has remained not only in the domain of the top management but has also percolated to the shop floor. Continuous improvements in the manufacturing processes and practices are carried out with one of the objectives of energy conservation. The Company has also installed a 5.5 MW captive power plant. This has resulted in reducing the electricity cost to Rs. 4.76 per kwh from Rs. 5.80 kwh.

B. Technology absorption

The capacity was added for processing of marble. Major equipments have been imported from leading equipment manufacturer like Breton (Italy), Omis (Italy), Fraccarole E Balzan SPA(Italy) and Matec (Italy). The Company's technicians have been imparted training in maintenance of this equipment by supplier's technicians. Technology will be fully absorbed by next year.

C. Foreign exchange earnings and outgo

The information on foreign exchange earnings and outgo is furnished in the Notes to the Accounts.

For and on behalf of the Board

Sd/- Sd/-

Date: August 12, 2011 Vivek Talwar S.K. Bhardwaj

Place: Mumbai Managing Director Director

Mar 31, 2010

The Directors take pleasure in presenting the annual report with the audited statement of the Companys accounts for the year ended 31st March 2010.

Financial results

The highlights of the financial results for the year ended 31st March 2010 are as follows:

For the year ended 31st March 2010 2009

Gross Sales 465.33 674.66

Profit before interest depreciation and tax 28.08 75.32

Interest and other financial charges (net) 15.65 23.56

Depreciation 21.14 14.41

Profit/(loss) before tax (8.71) 37.36

Provision for tax (including fringe benefit tax) - 12.38

Profit/(loss) after tax (8.71) 24.97

Balance brought forward from previous year 121.62 110.41

Amount available for appropriation 112.91 135.38

Proposed dividend - 3.21

Dividend tax on proposed dividend - 0.55

Transferred to General Reserve - 10.00

Balance carried forward 112.91 121.62

Review of operations

During the year under review, the Company sales were down to Rs. 465.33 crores against Rs. 674.66 crores, the previous year. A search was conducted by the Department of Revenue Intelligence (DRI) on various premises of the Company in the month

of August 2009 to investigate certain import and export transactions and seized all the imported materials lying at the ports and warehouses of the Company. On the instructions of DRI, the Customs Authorities released the major imported material during December 2009 to January 2010.

Hence sales of imported vitrified tiles and imported marble were suspended for around 5 months and sales of vitrified tiles were down by 40.88% to Rs. 201.88 crores against sales of Rs. 341.44 crores in the previous year and sales of marble were down by 42.09% to Rs. 78.75 crores as

compared to Rs. 135.98 crores in the previous year. Due to lower sales, there was a loss of Rs. 8.71 crores in the year under review against a net profit of Rs. 24.97 crores in the previous year.

Real estate foray

The Companys business park project at Thane is nearing completion. The Company has already finalised leave and license with 2 parties admeasuring 0.38 Lakhs sq. ft. Leave and license for the balance area are expected to be finalised within the next six months.

Strong distribution network

The Company has a strong distribution network of more than 800 dealers and more than 50 showrooms across the country.

New Products launched

During the year, new brand "NATUROC" was launched, a superior quality gres porcelain floor tiles manufactured for the first time in India and also launched a large collection of wall tiles.

Dividend

In view of the loss incurred during the current financial year, your Board does not recommend any dividend for the financial year ended 2009-10 (previous year Re. 1 per share).

Credit rating

The Company has been rated by Credit Analysis and Research Limited and they have assigned a "CARE BBB+" {Triple B Plus} rating to the Companys long term bank facilities and "PR2" {PR Two} rating to the Companys short term bank facilities.

Current years outlook

With the healthy growth of the Indian economy and the industry in which the Company operates, the Company should be able to improve sales and corresponding profitability in the current year.

Expansion plans

A gas turbine is being installed at the Companys ceramic tiles plant at Alibaug with a capacity of 5.5 MW. The turbine has already reached the Alibaug factory and it is expected to be installed by end of September 2010. Work is also going on commissioning of palletisers at the ceramic tiles plant at Alibaug to make the Packing Department fully automatic, which will eliminate the manual errors in the packing line. 48 head polishing line is also being commissioned at the ceramic tiles plant at Alibaug to produce the fully polished glazed porcelain tiles in the current year which will be introduced in India for the first time.

The state-of-the-art marble processing plant at Silvassa will be ready in the current year.

Consolidated financial statements

As required by the listing agreement with the Stock Exchanges and in accordance with the Accounting Standards AS-21 on consolidated financial statements, your Directors provide the audited annual consolidated financial statements in this Annual Report.

Investigation by Directorate of Revenue Intelligence

A search was conducted by the Department of Revenue Intelligence (ÃDRIÃ) on various premises of the Company on 27th and 28th August 2009 to investigate certain import and export transactions and had seized all the imported materials lying both at the ports and the warehouses of the Company.

The Company had ÃUnder Protest voluntarily paid Rs. 25 crores by way of revenue deposit to the customs authorities based on which, the seized imported goods at the port and

warehouses were released. As per the extant regulations under the Customs Act, 1975 upon completion of the investigation, DRI is required to issue a show cause notice detailing the breach if any, of any provisions / regulations relating to imports / exports conducted by the Company and the amount of duty payable by the Company. As on date, no show cause notice has been received by the Company. Upon receipt of show cause notice, if any, the Company wishes to litigate the matters or present its case before appropriate authorities (including settlement commission), based on the advice of the tax advisors and senior counsels.

Directors

Mr. Dinesh Kanabar resigned as Independent Director of the Board. The Board placed on record its deep sense of appreciation for the services rendered by Mr. Kanabar as an independent member of the Board.

Mr. Prannath Talwar, Director of the Company, is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

The tenure of Mr. Vivek Talwar, Managing Director, would expire on 31st March 2011 and the Board of Directors recommends his re- appointment as the Managing Director for a further period of three years with effect from 1st April 2011. Brief resume of Mr. Prannath Talwar and Mr. Vivek Talwar, the nature of their expertise in specific functional areas and the names of the companies in which they hold directorships as stipulated in Clause 49 of the Listing

agreement are provided in the report on Corporate Governance annexed to the Annual Report.

Directors responsibility statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

a) In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations 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 affairs of the Company as on 31st March 2010 and of the loss of the Company for the year ended 31st March 2010;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The annual accounts have been prepared on a going concern basis.

Subsidiary companies

Subsequent to the year under review, the Company has invested in a marble quarry through a wholly owned subsidiary in Turkey.

The Central Government in exercise of

the power conferred by Section 212 (8) of the Companies Act, 1956, (the Act) has accorded its approval for exemption from attaching the accounts of the subsidiaries to the balance sheet of your Company. The Company shall provide a copy of the annual report of its subsidiary companies, free of cost, as required under Section 212 of the Act to members on their written request to the Company Secretary at the registered office of the Company. These documents will also be available for inspection by any shareholder at the registered office of the Company on any working day during business hours.

A statement pursuant to section 212 of the Companies Act, 1956, containing details of subsidiaries of the Company also forms part of this annual report.

Corporate governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance forms a part of this annual report. A certificate from the auditors of the Company confirming their compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this report.

Management discussion and analysis

Management discussion and analysis on matters related to business performance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, is given in a separate statement which forms part of the annual report.

Personnel

Relationships with employees continued to be cordial. The HR policies of the Company were focused on the development potential of each employee. With this premise, a comprehensive set of HR policies were laid down, aimed at attracting, retaining and motivating employees at all levels. Information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is provided in the annexure forming part of the Directors report. In terms of Section 219(1)(b)(iv) of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

Conservation of energy, technology absorption and foreign exchange earnings/outgo

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given in Annexure A, which forms part of this report.

Auditors report

The Board has duly examined the statutory auditors report to accounts and clarifications, wherever necessary, have been included in the Notes to Accounts section of the annual report.

Auditors

The present auditors of the Company, M/s. A. Husein Noumanali & Co., Chartered Accountants, retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their

appointments.

Corporate social responsibilities

Being a responsible corporate citizen, the Company continues to involve itself in activities aimed at the overall development of the society. The Company contributed actively towards community welfare measures, taking several initiatives related to education, health, environmental improvement and other development measures at its Alibaug (Maharashtra) plant, such as:

- Blood donation camp

- Tree plantation programme on the World Environment Day to promote awareness about the effect of climate change and importance of environment protection

- Safety Awareness programme during

ÃNational Safety Week

- Support to sports activities and encouraging healthcare among the youth

- First aid centre at plant

IMS Certification

The Company has been certified for ntegrated Management System i.e. IMS which is a combined certification of 3 standards (ISO 9001: 2008, ISO 14001: 2004 & OHSAS 18001: 2007) by TUV NORD, which is one of the leading certifying agency for ISO standards. Yours is the first tile company to get the IMS i.e.; being certified for all the three ISO standards at a time. This certification means that, the Company as an organisation have been able to attain the benchmark set by the ISO Standards worldwide in terms of world class quality, environment & safety systems and processes.

Appreciation

Your Directors wish to place on record their sincere thanks to the following stakeholders:

- Customers, who continue to be delighted in the Companys range of products and their quality, and who therefore continue to patronise the Companys products despite competition

- Banks and financial institutions for their continued support

- Employees for their dedicated services during the year

For and on behalf of the Board

Vivek Talwar S.K. Bhardwaj Managing Director Director

Mumbai, 3rd August 2010

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