43rd

ANNUAL REPORT

2019-2020

NILACHAL REFRACTORIES LIMITED

NOTICE is hereby given that the Forty Third (43) Annual General Meeting of the Members of NILACHAL REFRACTORIES LIMITED will be held on Monday, December 28, 2020 at 12:30 p.m. IST through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Annual Accounts of the Company for the year ended 31st March, 2020 and the Report of the Directors and Auditors thereon.
1. To appoint a Director in place of Mr. Vimal Prakash who retires by rotation, and being eligible, offer himself for re-appointment.

SPECIAL BUSINESS

3. Appointment of Mr. Vinay Agarwal (DIN: 02341559) as a Non-executive and Non-Independent Director of the Company

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152, 160 and any other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Vinay Agarwal (DIN: 02341559) who was appointed as an Additional Director of the Company by the Board of Directors with effect from July 23, 2020 and whose term of office expires at this Annual General Meeting and who is eligible for appointment under the relevant provisions of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a Member proposing his candidature be and is hereby appointed as a Non-Executive and Non-Independent Director of the Company being liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors or the Company Secretary be and are hereby severally authorized to do all acts and take such steps as may be necessary, proper or expedient to give effect to this resolution."

To consider and if thought fit, to pass with or without modification(s) the following resolution as an Special Resolution:

"RESOLVED THAT pursuant to the provisions Section 149, 152 and other applicable provisions of, if any, of the Companies Act, 2013 ('the Act') and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Mr. Sundaresan Radhakrishnan (DIN 00009818),Independent, Non-Executive Director of the Company who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and who is eligible for reappointment be and is hereby appointed as an Independent Director of the Company to hold office for another term of five consecutive years with effect from 28th December,2020 to 27th December, 2025."

"RESOLVED FURTHER THAT any of the director of the company be and be hereby authorized to do all such acts, deeds and things as may be required for the above resolution."

To consider and if thought fit, to pass with or without modification(s) the following resolution as an Special Resolution:

"RESOLVED THAT pursuant to the provisions Section 149, 152 and other applicable provisions of, if any, of the Companies Act, 2013 ('the Act') and the Rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Mrs. Bindu Jain (DIN 07159504), Independent, Non-Executive Director of the Company who has submitted a declaration that he meets the criteria of independence as provided in Section 149 (6) of the Act and who is eligible for re-appointment be and is hereby appointed as an Independent Director of the Company to hold office for another term of five consecutive years with effect from 28th December,2020 to 27th December, 2025."

"RESOLVED FURTHER THAT any of the director of the company be and be hereby authorized to do all such acts, deeds and things as may be required for the above resolution."

6. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Special Resolution:

"RESOLVED THAT pursuant to the provisions of the Regulation 17(1A) of SEBI (Listing Obligations and Disclosures Requirements) Regulations , 2015, approval of members be and is hereby accorded to the re-appointment of Mr. Bhagwati Prasad Jalan (DIN-00551459) as an Non-Executive Director of the Company who has attained the age of Seventy Five Years.

7. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Special Resolution:

"RESOLVED THAT pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Sections , 196, 197 and 203 read with Schedule V and Article of Association of the Company as amended from time to time and all other applicable provisions of the Companies Act 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (Including any statutory modification or reenactment(s) thereof for the time being in force), the approval of the members/shareholders of the Company be and are hereby accorded to approve the terms of re-appointment and remuneration of Mr. Saravanan Asokan (DIN: 07019583) as a Whole Time Director of the Company,for another term of Five Years with effect from 28th December,2020 to 27th December, 2025." , as recommend / approved by the Nomination & Remuneration Committee and Board of Directors in its meeting held on December 1, 2020, on the terms and conditions including remuneration as set out in explanatory statement annexed to the notice convening this meeting, with liberty to the Board of Directors to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and as may be accepted to Mr. Saravanan Asokan, subject to the same not exceeding the limit specified under Schedule V to the Companies Act, 2013 or any statutory modifications or re-enactment thereof.

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Place : Kolkata Date :01-12-2020

By Order of the Board Nilachal Refractories Limited

Sd/- Alok Sharma (Company Secretary)

NOTES:

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, physical attendance of the Members to the AGM venue is not required and annual general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time i.e. December 28, 2020 at 12:30 P.M. of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
1. The Register of Members and Share Transfer Books will remain closed from Tuesday, December 22, 2020 to Monday, December 28, 2020 (both days inclusive) in terms of the provision of Section 91 the Companies Act, 2013.
1. Explanatory Statement as per Section 102 of the Companies Act, 2013 is mentioned below:

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 3: Appointment of Mr. Vinay Agarwal (DIN: 02341559) as a Nonexecutive and Non-Independent Director of the Company

Mr. Vinay Agarwal (DIN No-02341559) who has been appointed as an Additional Director of the Company pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company effective from 23rd July, 2020 holds office upto the date of this Annual General Meeting and is eligible for appointment as a Director.

Mr. Vinay Agarwal is not disqualified from being appointed as Director in terms of Section 164 of Companies Act, 2013 and has given his consent to act as Director.

Based on the recommendation of the Nomination and Remuneration Committee and in terms of Provisions of Sections 152 and any other applicable provisions of the Act and the Listing Regulations, Mr. Vinay Agarwal being eligible for appointment as a Non-Executive Director and offering himself for appointment , is proposed to be re-appointed as a Non-Executive Non-Independent Director of the Company.

Except Mr. Vinay Agarwal none of the Directors and Key Managerial Personnel (KMP) of the company and their relatives are interested, in the resolution set out at Item No: 3.

Item No. 4: Appointment of Mr. Sundaresan Radhakrishnan (DIN 00009818) as a Non-executive and Independent Director of the Company

Mr. Sundaresan Radhakrishnan (DIN- 00009818) is an Independent Non-Executive Director of the Company and the Member of the Nomination & Remuneration Committee.

As per 149(10) of the Act, an Independent Director shall hold Office for a term of five consecutive years on the Board of a Company, but shall be eligible for reappointment on passing a Special Resolution by the Company for another term of five consecutive years on the Board of Company.

Based on the recommendation of the Nomination and Remuneration Committee and in terms of Provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the Listing Regulations, Mr. Sundaresan Radhakrishnan (DIN- 00009818) being eligible for re-appointment as an Independent Director and offering himself for re-appointment , is proposed to be re-appointed as an Independent Director for another term of five consecutive years from 28th December,2020 to 27th December, 2025."

In the opinion of the Board, Mr. Sundaresan Radhakrishnan fulfills the conditions specified under the Act, the companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations for his re-appointment as an Independent Non-Executive Director of the Company and is independent of the management. Copy of the draft letter for appointment setting out the terms and conditions would be available for inspection without fee by the members at the Registered Office of the company during the normal business hours (09:00 a.m to 05:00 p.m.) on any day except Saturday, upto and including the date of AGM of the company.

The Board considers that his continued association would be of immense benefit to the company and it is desirable to continue to avail services.

Accordingly, the Board recommends Special Resolution in relation to reappointment of Mr. Sundaresan Radhakrishnan as an Independent Director for another term of five consecutive years with effect from 28th December,2020 to 27th December, 2025." , for the approval of Shareholders of the company.

Except Mr. Sundaresan Radhakrishnan none of the Directors and Key Managerial Personnel (KMP) of the company and their relatives are interested, in the resolution set out at Item No: 4.

Item No. 5: Appointment of Mrs. Bindu Jain (DIN 07159504) as a Nonexecutive and Independent Director of the Company

Mrs. Bindu Jain (DIN 07159504) is an Independent Non-Executive Director of the Company and the Member of the Audit Committee and Stakeholders Relationship Committee.

Based on the recommendation of the Nomination and Remuneration Committee and in terms of Provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the Listing Regulations, Mrs. Bindu Jain (DIN 07159504) being eligible for re-appointment as an Independent Director and offering herself for re-appointment , is proposed to be re-appointed as an Independent Director for another term of five consecutive years from 28th December,2020 to 27th December, 2025."

In the opinion of the Board, Mrs. Bindu Jain fulfills the conditions specified under the Act , the companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations for her reappointment as an Independent Non-Executive Director of the Company and is independent of the management. Copy of the draft letter for appointment setting out the terms and conditions would be available for inspection without fee by the members at the Registered Office of the company during the normal business hours (09:00 a.m to 05:00 p.m.) on any day except Saturday, upto and including the date of AGM of the company.

The Board considers that his continued association would be of immense benefit to the company and it is desirable to continue to avail services.

Accordingly, the Board recommends Special Resolution in relation to reappointment of Mrs. Bindu Jain as an Independent Director for another term of five consecutive years with effect from 28th December,2020 to 27th December, 2025", for the approval of Shareholders of the company.

Except Mrs. Bindu Jain none of the Directors and Key Managerial Personnel (KMP) of the company and their relatives are interested, in the resolution set out at Item No: 5.

Item No. 6: Appointment of Mr. Bhagwati Prasad Jalan (DIN-00551459) Non-Executive and Non-Independent Director of the Company

Mr. Bhagwati Prasad Jalan (DIN-00551459) is an Non-Independent and Non-Executive Director of the Company.

SEBI amended the clause relating to 'board of directors' in the Listing Regulations and inserted regulation 17(1A) as:

No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Mr. Bhagwati Prasad Jalan has attained the age of seventy five in view of the same, the Board of Directors recommends passing of Special Resolution.

As Mr. Bhagwati Prasad Jalan is about to attain the age of seventy five years and therefore special resolution under Regulation 17(1A) of SEBI (LODR) Regulations 2015, is proposed to be passed by the members.

The Board considers that his continued association would be of immense benefit to the company and it is desirable to continue to avail services.

Item No. 7: Appointment of Mr. Saravanan Asokan (DIN-07019583) as a Whole Time Director of the Company

Mr. Saravanan Asokan was appointed as a CEO and Whole Time Director of the Company with effect from 25th November 2014 and his term of Office expires at the ensuing Annual General Meeting.

The Board after recommendation of Nomination and Remuneration Committee approved the reappointment of Mr. Saravanan Asokan subject to the approval of the Shareholders.

Accordingly Special Resolution is proposed to be passed by the members for reappointment of Mr. Saravanan Asokan for another term of five consecutive years.

His continued association would be of immense benefit to the company and it is desirable to continue to avail services.

Except Mr. Saravanan Asokan none of the Directors and Key Managerial Personnel (KMP) of the company and their relatives are interested, in the resolution set out at Item No: 7.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , brief profile of the Directors seeking appointment at this Annual General Meeting is as follows :-

Name of	Vinay	Sundaresan	Bindu Jain	Bhagwati	Saravanan
Director	Agarwal	Radhakrishnan		Prasad Jalan	Asokan
Date of Birth	17-08-1983	05-01-1952	13-09-1965	02-02-1946	10-05-1955
Qualifications	graduate in Biotechnolog y from Boston University, USA.	B.Com, LLB, Fellow Company Secretary.	Bachelor of Commerce (Hons)	Bachelor of Commerce (Hons)	M.Tech in Chemical engineering & MBA.
Experience	He has an experience of more than a decade in refractory industry.	He has an experience of more than 35 years of experience.	She is associated with various institution working as a member in Human Relations and NGOs and related matters.	He has more than 50 years of experience in the business and industry especially the Iron & Steel Industry.	He has 40 years of experience in the Refractory industry in various capacities.

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote evoting system as well as venue voting on the date of the AGM will be provided by NSDL.
1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.nilachal.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and Calcutta Stock Exchange of India Limited at www.bseindia.com and www.cseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on December 25, 2020 at 09:00 A.M. and ends on December 27, 2020 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/ Step 2: Cast your vote electronically on NSDL e-Voting system. Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.

A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID
	For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is

				12**
c) For Members Physical Form.	holding	shares	in	EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is
				101456001***

Your password details are given below:

If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

Now, you will have to click on "Login" button.

After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
1. Select "EVEN" of company for which you wish to cast your vote.
1. Now you are ready for e-Voting as the Voting page opens.
1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
1. Upon confirmation, the message "Vote cast successfully" will be displayed.
1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request to or contact Mr. Amit Vishal, Senior Manager/Ms. Pallavi Mhatre, Manager, NSDL, Trade World, 'A' Wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai – 400013 at telephone no. 022- 24994360/022 24994545 or at E-mail id [email protected].
1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
1. The voting rights of the Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of Monday, the 21st day of December, 2020.
1. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. Monday, the 21st day of December, 2020 may obtain the login ID and password by sending a request at [email protected] or [email protected].
1. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.
1. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting or casting vote through e-Voting system during the Meeting.
1. Pursuant to the provision of Section 108 of the Act read with rules thereof, Mr. Rajan Singh, Practicing Company Secretary, (Membership No. ACS 34691) has been appointed as the Scrutinizer to scrutinize the Remote e-Voting process and casting vote through the e-Voting system during the Meeting in a fair and transparent manner.
1. The Scrutinizer shall after the conclusion of e-Voting at the AGM, first download the votes cast at the AGM and thereafter unblock the votes cast through remote e-Voting system and shall make a consolidated Scrutinizer's Report.
1. The Results of voting will be declared within 48 hours from the conclusion of AGM. The declared results along with the Scrutinizer's Report will be available forthwith on the website of the Company i.e. www.nilachal.in and on the website of NSDL. Such results will also be displayed on the Notice Board at the Registered Office as well as the Corporate Office of the Company and shall be forwarded to the BSE Limited and Calcutta Stock Exchange Limited.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected].

Alternatively member may send an e-mail request to [email protected] for obtaining User ID and Password by proving the details mentioned in Point (1) or (2) as the case may be.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

15. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.
1. Members are encouraged to join the Meeting through Laptops for better experience.
1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at [email protected] latest by 5:00 p.m. (IST) on Friday, 25th Day of December, 2020.
1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected] latest by 5:00 p.m. (IST) on Friday, 25th Day of December, 2020.The same will be replied by the company suitably.
1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
1. When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.
1. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the AGM.
1. Members who need assistance before or during the AGM, can contact NSDL on [email protected] / 1800-222-990 or contact Mr. Amit Vishal, Senior Manager-NSDL at [email protected] / 022-24994360 or Ms. Pallavi Mhatre, Manager, NSDL at [email protected]/ 022-24994545.

By order of the Board For Nilachal Refractories Limited

Sd/- Place: Kolkata Alok Sharma Date: 01-12-2020 (Company Secretary)

DIRECTOR REPORT

Dear Members

Your Directors are pleased to present the Forty Third (43rd) Annual Report together with the Audited accounts of your Company for the year ended 31st March, 2020.

Particulars	Year ended 31st March 2020	Year ended 31st March 2019
Turnover	1.52	1.91
Profit/(Loss) before depreciation and taxation	(1.36)	(0.94)
Less: Depreciation	(0.70)	(.70)
Profit/(Loss) before Taxation	(2.06)	(1.64)
Less: Tax Expense (Deferred Tax)	(0.58)	.008
Profit/(Loss) after tax	(1.48)	(1.65)
Add: Balance B/F from the previous year	(25.96)	(24.13)
Less: Adjustment for Prior Period Depreciation	0	0
Balance Profit/ (Loss) C/F to the next year	(27.44)	(25.96)

FINANCIAL HIGHLIGHTS(Rupees in crores)

FINANCIAL REVIEW

Your Company is making all round efforts for its revival and the prospects of such efforts should bear fruits in the Financial Year 2020-21.

The Directors are quite hopeful that the operations of your Company will improve henceforth compared to past unforeseen difficult period.

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

DIVIDEND:

In view of brought forward losses, your directors are unable to recommend any dividend for the financial year ended 31st March,2020.

TRANSFER TO RESERVES

No amount was transferred to Reserves during the F.Y. 2019-20.

HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES

The Company has no holding, subsidiary or associate Company therefore disclosures in this regard have not been provided in this Report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

ADOPTION OF INDIAN ACCOUNTING STANDARDS

The company adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules, 2015 during the year for preparation and presentation of these Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the year were in the ordinary course of business and were on arm's length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

The policy on related party transactions as approved by the Audit Committee and the Board of Directors is hosted on the website of the Company i.e. www.nilachal.in.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on arm's length basis, therefore the requirement of furnishing the details in Form AOC-2 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review the Company has not provided any loan, given any guarantee or made any investment governed under Section 186 of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, regulators, tribunals impacting the going concern status of the Company's operation in future.

RISK MANAGEMENT

The Company has laid down a comprehensive Risk Assessment and Minimization procedure which is reviewed by the Board from time to time.

The Company has also set up a Risk Management Committee (Composition of the Committee is hosted on its website i.e. www.nilachal.in ) for monitoring and reviewing the risk management plan as framed by the Board with an aim to mitigate risks.

DIRECTORS

During the year under review, reappointment of Mr. Ramesh Kumar Dhandhania and Mr. Sribash Chandra Mishra was approved for second term of five consecutive year.

Mr. Vijay Kumar Agarwal (DIN: 00121351) tendered his resignation due to Health Issues with effect from 23rd July 2020 and Mr. Vinay Agarwal (DIN: 02341559) was appointed on the same date as an Additional (Non-Executive) Director of the Company as per the Provisions of the Companies Act, 2013 and the Articles of Association of the Company, and will hold the office till ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013, and Article 115 of the Article of Association of the company, Mr. Vimal Prakash, Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

The independent directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

Mr. Sarvanan Asokan, Chief Executive Officer & Wholetime Director, Mr. Alok Sharma, Company Secretary and Mr. Mukti Kishor Sahoo, Chief Financial Officer are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, Mr. Krishna Sharma resigned from the post of Company Secretary of the Organisation w.e.f. 06/03/2020 and Mr. Alok Sharma, an Associate Member of the ICSI (Membership No: A60361) was appointed as the Company Secretary with effect from the same date.

MEETINGS OF BOARD OF DIRECTORS

During the financial year under review, the board met Six times i.e. 20/04/2019 30/05/2019 14/08/2019 14/11/2019 14/02/2020 06/03/2020

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The details with respect to Committee Meetings and attendance thereat have been provided in the Corporate Governance Report forming part of the Annual Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT-9, for the Financial Year 2019-20 has been enclosed with this report.

INDUSTRIAL RELATIONS

Industrial relations at Dhenkanal Plant of the Company remained harmonious and cordial during the year under review. The Directors wish to convey their sincere appreciation for the cooperation and support provided by the employees of the Company.

DIRECTORS' RESPOSIBILITY STATEMENT

In terms of the provisions of section 134(5) of the Companies Act, 2013, your "Directors" hereby confirm

a) In the preparation of the annual accounts for the financial year ended 31st March, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors had 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 at 31stMarch, 2020, andof theprofit /loss of theCompany for thatperiod;
c) The directors had taken proper and sufficient care for the 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 directors had prepared the annual accounts on agoingconcern basis;
e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
f) Thedirectors hadlaiddowninternal financial controls tobe followedby thecompany and that suchinternal financial controls are adequate and were operating effectively;

PARTICULARS OF EMPLOYEES

The Whole Time Director of the Company is only in the receipt of remuneration from the Company as approved by Nomination and remuneration committee. Further the same was approved by Shareholders in the Annual General Meeting held on 30-06-2015. Your Company comes under the provisions of the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thereby the Wholetime Director of the Company is paid Rs. 326755/-,the Company Secretary( Krishna Sharma was paid- 225214 and Alok Sharma was paid 22956/- and the Chief Financial Officer is paid Rs. 241520/-.

FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

The Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulates the performance evaluation of the Directors including Chairman, Board and its committees considering the said provisions the Company has devised the process and the criteria for the performance evaluation which has been recommended by the Nomination Committee and approved by the Board.

The Criteria for performance evaluation are as under:-for CEO, WTD and Non-executive Directors:-

Attendance at meeting; Participation and Contribution; Responsibility towards stakeholders; Contribution in Strategic Planning; Compliance and Governance; Participation, Updation of Knowledge; Leadership; Relationships and Communications; resources; Conduct of Meetings.

Performance Evaluation of Board:-

Composition and Diversity of Board; Committees of the Board; Board & Committee Meetings; Understanding of the Business of the Company and Regulatory environment; Contribution to effective corporate governance and transparency in Company's Operation; deliberation/decisions on the Company's Strategies; Monitoring and implementation of the strategies and the executive management performance and quality of decision making and Board's Communication with all stakeholders.

Performance Evaluation of the Board Level Committees:-

The Performance and effectiveness of the Committee, Frequency and duration, spread of talent and diversity in the Committee; Understanding of regulatory environment and development; interaction with the board.

Fraud Reporting (Required by Companies Amendment Bill, 2014)

No case of fraud has been reported to the Audit Committee or Board during the year.

AUDIT AND AUDITOR'S REPORT

In the last AGM held on 14/09/2019, M/s. Tanisha More & Co. Chartered Accountants (Firm Registration No. 327844E) was appointed as the Statutory Auditor of the Company until the conclusion of the 47th Annual General Meeting of the Company that is for a period of Five Years.

SECRETARIAL AUDIT REPORT

The Company has appointed Mr. Biswanath Khandelwal, Company Secretary in Practice and his report is annexed herewith.

BOARD'S COMMENTS ON AUDITOR'S REPORT

The Auditors observations and remarks are self explanatory and hence does not require any clarifications.

COST RECORDS AND COST AUDIT

Maintenance of cost records and cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the company.

COMPOSITION OF AUDIT COMMITTEE

The constitution of the Audit Committee, Terms of Reference and the dates on which meetings of the Audit Committee were held are mentioned in the Corporate Governance Report for FY'19-20 forming a part of this Annual Report.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC

Information pursuant to section 134(3)(m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014 in respect of conservation of Energy and Technology Absorption and Foreign Exchange Earning and Outgo is given in Annexure - I, forming part of this Report.

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. During the year under review there were no cases of sexual harassment reported to the Company.

INTERNAL COMPLAINTS COMMITTEE

During the year under review the Company has not employed any women and hence setting up of internal complaints committee is not required.

VIGIL MECHANISM

Pursuant to Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company (http://nilachal.in/investor_relation.html). During the year under review, the Company has not received any complaint(s) under this policy.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest standards of Corporate Governance and adheres to the stipulations prescribed under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. A Report on Corporate Governance & Shareholders Information together with an Auditors' Certificate regarding Compliance of the same are annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report is presented in a separate section, forms a part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Management continuously reviews the Internal Control Systems and procedures for the efficient conduct of the Company's business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. Internal Control System are implemented to safeguard the Company's assets from loss or damage , to keep a constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.

The Board has appointed a Chartered Accountant firm who are conducting the Internal Audit of the Company. The report thereof is placed before the Audit Committee.

INSURANCE

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

DEPOSITS

Your company has not accepted any public deposit during the year under review.

CAPITAL STRUCTURE

During the year under review, your Company has neither increased its authorized capital nor issued any shares.

LISTING

The equity shares of your Company continued to be listed on Bombay Stock Exchange Limited (BSE) and Calcutta Stock Exchange Limited (CSE).

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility is the continuing commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.

As a part of its policy for corporate social responsibility, the Company undertakes a range of activities to improve living conditions of the people in the neighborhood of all its plants. In structuring its efforts to the various aspects of Corporate Social Responsibilities, the Company takes account in guidelines and statements issued by stakeholders and other regulatory bodies. Corporate Social Responsibility and Sustainable development will continue to be the leading priorities at the Company which it shall consistently strive to touch lives and make a difference.

APPRECIATION

Your Directors record their sincere appreciation for the assistance, support and guidance provided by Company's Customers, Suppliers, Government Authorities, Bankers, investors, financial institution and shareholders for their consistent support to the company. The Directors also commend the continuing commitment and dedication of the employees at all levels which has been critical for the Company's growth. The Directors look forward for their continuing support in future.

For and on behalf of the Board

Bhagwati Prasad Jalan Chairman

Place: Kolkata Date: 01-12-2020

ANNEXURES TO DIRECTORS ' REPORT

ANNEXURE-I

Information under section134(3)(m) read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2020

A. CONSERVATION OF ENERGY :-

(a) Energy conservation measures taken:

The Company is committed to conserve energy and making best use of its resources. A considerable amount of time and effort will be earmarked for conserving power across all our plants.

(i) Idle running of Machines has been controlled
(ii) Operating efficiency of Shaft Kiln has been improved.
(iii) Successful simultaneous operation of two Gas producers to fire increased green production and bring down the specific consumption of coal.

(b) Additional investments and proposals, if any, being implemented for the reduction of consumption ofenergy:

No additional investment is proposed but all efforts are on to conserve energy by improving operation.

Constant reviews of operations and process is being done to identify energy saving areas.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production of goods. With the implementation of the above measures, there will be considerable reduction in energy consumption.
(d) Total energy consumption and energy consumption Impact of the measures at (a) and (b) above for reduction of energy consumption and energy consumption per unit of production as per Form A of the Annexure is annexed.

B.TECHNOLOGY ABSORPTION :

The details of the efforts made towards absorption of technology are given separately in the Report in Form B.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange Earning: Rs. NIL

Foreign Exchange Out Go: Rs. NIL

Form-A

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption:

Paticulars	2019-20	2018-19	2017-18
1) Electricity (a) Purchased Units( K wh) Total Amount(Rs) Rate per unit (in Rs./Kwh)	130392 1506443 11.55	172524 1685942 9.77	208092 1872278 9.00
(b) Own Generation Through Diesel Generator Unit (Kwh) Unit per Ltr. of Diesel oil Cost/Unit (Rs.)	- -	- -	- -
Through Steam Turbine Generator	- -	- -	- -

2.)Steam Coal Grade 'B' and E used in Gas Producer Quantity (Tonnes) Total Cost (RS) Average Rate(Rs/MT)	----- ----- ----	- ----- ----- ----	----- ----- ----
Furnace Oil & L.D.Oil 3) Quantity (KL) Total Amount (Rs.)	-----	----- -----	-----
Average Rate LSHS Other InternalGeneration	----- ----- N.A.	----- N.A	----- ------ N.A.

B. Consumption per unit ofproduction

Particulars	2019-20 2018-19		2017-18
1) Refractories Produced (MT)	----	----	----
2) Electricity (KWH/Ton)
3) Furnace oil & L.D Oil (Litres/Ton)
4 LSHS (Kg/Ton) )	----	----	----
5 )	----	----	----
Steam Coal (Gross) Grade B & E(KG/Ton)	----	----	----
	----	----	----
6) Net Coal after dust (Kg/Ton)	----	----	----

Form B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

Research and Development (R&D)

1. Specific areas in which R & D was carried out by the Company:

No R & D was carried out within the meaning of applicable standard.

2. Benefits derived as a results of the above R &D Not Applicable

3. Future plan of action:

Your Company recognizes the need for cleaner and greener environment by taking various conservation measures, reduction of emission of harmful substances in the environment, reduction in wastages and various other useful measures. It further plans to improve its productivity and quality.

4. Expenditure on R & D

Nil

5. Technology absorption, adaption and innovation N.A.

For and on behalf of the Board

Bhagwati Prasad Jalan Chairman

Place:Kolkata Date: 01-12-2020

ANNEXURE-II

B.N. Khandelwal Company Secretary Saha Court 5th Floor, Room No. 33 8, Ganesh Chandra Avenue Kolkata - 700 013 Phone No. : 22364634

Secretarial Audit Report

For The Financial Year Ended 31st March, 2020

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

To The Members Nilachal Refractories Limited P-598/599, Lewis Road Mahabir Nagar, Kedarnath Apartment, Bhubaneswar -751002 Odisha

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practice by Nilachal Refractories Limited (hereinafter called "the company"). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutorycompliancesandexpressingmyopinionthereon.

Based on my verification of the Company's Books, Papers, Minutes Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the financial year ended 31st March 2020,

complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the secretarial compliance based on the books, papers, minute books, forms and returns filed and other records maintained by Nilachal Refractories Limited ("the Company"), for the financial year ended on 31st March, 2020, according to the provision of:

1) The Companies Act, 2013 (the Act) and the rules made thereunder
2) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4) The Foreign Exchange Management Act, 1999 & the rules made therunder
5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') to the extent applicable to the Company:-
a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015;
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;
c) The Securities and Exchange Board of lndia (Registrars to a Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;
d) The Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulation,2009;
e) The Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities), Regulations 2008; ( Not Applicable to the Company during the period of Audit)
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulation 2009; (Not Applicable to the Company during the period under audit)
h) The Securities and Exchange Board of India (Buy Back of Securities) Regulation 1998; (Not Applicable to the Company during the period under audit)
i) The Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulation 2015.

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

I have relied on the representation made by the Company and its officers for system and mechanism formed by the Company for compliances under the other act, laws and regulations applicable to the Company

I further report that the Board of Directors of the Company is duly constituted with proper balance of, Non-Executive Directors and Executive Directors, Independent Directors with one Woman Director. The changes in the composition of Board of Directors that took place during the audit period was carried out in compliance with the provisions of Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and related notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliancewith applicablelaws, rules, regulations andguidelines.

B.N. Khandelwal Company Secretary in Practice ACS: 1614 CP: 1148

Place: Kolkata Date: 01-12-2020

ANNEXURE-NI

FORM NO- fi'GT SI EXTRACT Of ANNUAi. RETURN As on ftnandal ytar tndod Oft )1.03.2020

Puml>M to Section 92 (3} of the Campanlts kl, 201llnd rult 12t1) ol the c.,,.,..y (M- & Admlnl,tmlon) Ruin, 2014,

L REGISTRATION & OTHER DETAI.S:
ON	1169390R1977PI.CIXI073S
	30-06-1977
Name o I" Company	Nlac:hal Rtliacbies litniled
Calego,yISul>augo,yol"" Co,q,any	Pubic ec.ni,,,,y
$-3$ <ld-ollie &--<="" 1b="" 1do="" reg;="" td="">	1'5981 S98, Kodamolh Apal1ment, Mahabir Nag,w,Ltwis Road,81YJboneswar,Orissa.7S1002	1'5981 S98, Kodamolh Apal1ment, Mahabir Nag,w,Ltwis Road,81YJboneswar,Orissa.7S1002
Wheller $hsDd_$ ,,	LalOd on Ilcmbay Slock & change Li'lilod and CaloJna Slock M q e $l$ , $\leq$ n $ll$
$Hamo; -' < Id-,$ $, " - 8$ Tooslor Agtnl. Wtf'/,	Mil.SK1, Priv11el.rrilod 1.1'. Olip $CI_{2,2,3}$ Coll No. 9\$10070123 : M11A-Chilorioe Sl'ool, Koflalo: 700006, TIillI/IOOt No. 03322196191. Fax No 003 2219 481
	NU2

!L l'RltCIPAL BUSINESS ACTMTES OF THE COMPANY (Al lhe busiiess ae1Mlies contrilulilg 10 % or more of the 10Cal turnover of lhe company shal be stated)

Name and Oescripoon of - producil,	N ₁ Jode d'IIe	$\sqrt{m}$ in man $\sim$
Mir'l.lfacaire oi reiradcty monars, concre111 c	23911
$d$ rifractoly bnckt. - lileo and smilar, ., ., , ^ouv INdionalgoodsj.-.:Wng., a)	23912	2539
I, lanufan of afi3C101Ycnn, cproduas	23'111
Hara Hall ol- ,otac,ory _ nec:	23919	1185
CoalTe	12000
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	PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COIIPANIES
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•

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(Equity sllMe capital blWup as pe.-age cl lO(ai equity)

Q) Catego,y-wlH 51\art Hold Inv

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a) IndMduall HUF	37, n.657		$\frac{1}{2}, n, 651$	0.001	37,72,"67		37,72,"67	000%	000%
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e) SUit GcM(s)				0.001				000%	000%
d ) Bodies Coli>	1,06.04,959		1,06.04.1169	0.CO!	1,06,04,959		1.06,04,959	000%	000%
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ر _{د ۱} ۰ برا				0,00%				00010	000li
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Non-IntliMIW
a)SodlolCol!>					1700201	1900	1702101	000%	000%
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		No.of Shirts	11or SMwor Contract	$11$ or $\frac{S}{N}$	No.orSIVM	'or' 9 - o f $\overline{\phantom{0}}$	Pindgodl
				$d_{\cdot},\ldots$ SBf9S			$\bullet$ $rac{1}{2}$
1	$V$ JALAN MM	$\alpha$ ,000	$0 -$	0	44,000	000%	$\overline{0}$	OOOS
$\overline{2}$	AOITIJALAN	!,40,000	$0.$ "	$\overline{0}$	Z.40,000	000%	$\bf{0}$	$0 -$
$\overline{3}$	ALOK PRAKASH tII/F	62,300	$0 -$	$\overline{0}$	62.100		$\bf{0}$	000%
	ANUBHUTIPRAKASH	19,260	000%	$\overline{0}$	19,250		$\overline{\mathbf{0}}$	000%
S	ANUPM-IA PRAKASH	19,200	$0 -$	$\overline{0}$	19,2.80	0.000	$\overline{0}$	000%
$6\phantom{a}$	BELAJALAN	1,85,000	000%	$\bf{0}$	1.6.000	000%	$\bf{0}$	000%
7	BHAGWATI PRASAD JALAN	U0.684	000%	$\bf{0}$	5,00,384	000%	$\overline{\phantom{0}}$	000%
a	BHAGWATI PRASAD&SONS	75,000	0.00%	$\overline{0}$	76,000		$\overline{\phantom{0}}$	000!1
9	OP JALAN & OTHERS (HIfF)	75,000	000%	$\overline{0}$	76,000		$\bf{0}$	000M
10	ISHIKA JALAN	44.000	000%	0	44,000	0.00%	0	000!1
11	KAMAL PRAKASH HUF	02,000	000%	$\overline{\mathbf{0}}$	62,000	$0 -$	$\overline{0}$	000!1
12	MAOHU AGAJIWAL	19,260	000%	$\bf{0}$	19,260	00011	$\overline{0}$	000!1
$\overline{B}$	NIDHJJALAN	1,60,000	$0 - \frac{9}{2}$	$\bf{0}$	1,65.000	$0-$	$\bf{0}$	000%
	NIKITA JALAN	1,00,000	000%	$\cdot$ 0	1,00,000	$\overline{0}$	$\bf{0}$	QOO!I
15	NTRAJJALAN	6,40,000	$0 -$	$\overline{0}$	6.40,000	Oin ^N	$\overline{0}$	00011
16	NTRAJ JALAN & OTHERS OIU	00,000	$\overline{000\%}$	$\bf{0}$	00,000	000S	$\bf{0}$	000%
17	PANKAJ JALAN	3,67,000	000%	$\overline{\phantom{0}}$	3,67,000	0111	$\overline{0}$	000%
$\mathbb{S}$	PANKAJ JALAN & OTHERS ()	715,000		$\overline{0}$	76,000	811	$\overline{\mathbf{0}}$	000%
19	PARWATI DEVI JALAN	1,40,000	000%	$\overline{0}$	1,40,000	$000\%$	$\overline{0}$	000%
20	P[YUSH JALAN	6,66.000	0.00%	$\overline{0}$	6,60,000	000!1	$\overline{0}$	000!1
21	RAJ RANI AGARWAL	81.823	0.00%	$\bf{0}$	81,823	$0 -$	$\bf{0}$	000%
22	VJMAL PRAKASH HUF	62,000	0,001	$\bf{0}$	62,000	$0 -$	$\bf{0}$	0.001
23	PP SI/PPUERS & AGENCIES	6,67.973	0.0011	$\bf{0}$	G,67.978	$0 -$	$\bf{0}$	QOOU
$\overline{\mathcal{X}}$	JEKAY INTERNATIONAL TRA	6,00,000	$0 - 1$	$\overline{\mathbf{0}}$	MO.000	OOOU	0	000 _k
$\overline{\mathcal{Z}}$	K&SHAN POL'IMERII PVr LTI	7.000	$0 - 1$	$\pmb{0}$	7,60,000	0.00M	$\overline{0}$	0.00M
$\overline{\mathbf{26}}$	UKEWISE INVESTMENT & !!	2,76,000	(IOO!]	$\overline{0}$	2,70,000	0.00%	$\overline{0}$	0.00,
27	MINICARPT ENTERPRISES'\	15.42.000	(IOOII)	$\bf{0}$	10,42,900	$0.00\%$	$\bf{0}$	000%
28	PUSHPAK DEALCOM PVT LTI	3,00,000	DIOI	$\bf{0}$	3,00,000	$0.98 -$	$\overline{0}$	0.00%
29	SEASON TBADING & INVEST!	15,00,000	(100!1)	$\bf{0}$	16,00,000	0.00%	$\overline{\mathbf{0}}$	0.00!1
O	UNTHARK INTERNATIONAL E	41t69.086	0.00M	$\bf{0}$	46,69,086	OW ₁	$\overline{0}$	000%
31	GANAPATI INDI/STRIAL PIT	6,00,000	0.00%	$\Omega$	6,00,000	0. W.	$\mathbf{0}$	0.00%

1111) Change 1ft l'rolnotffl' Shlrohold""' jplllM apocl .. , tt lhlrt II no ct,,ngt)

$p -$		$Sll$ , rehalding , bogming ,		1.133111
		H _b ottl'llltl	$\mathbf{u}$ of	ft ol 10111 tt1 attt
0.00000 0.0.0.0.0.	01.04.2019	$1.1.0$ .n.616	0.001		000'1
C'-'ii.dlri"G""""'			000%		00011
			000!1		000!1
			000!1		000%
AtlNtftddtievew	31,03,2020	t.43, n.616	000M		0.0011

(iv)			Shart:hoktinc Patttm of top ttn Shirehoklffl (other t"-n Direc.tors, "ornot.ers & Holders of GORs & AOfts)
SI. No			Shareholding at the beginning of the year	Cumulative Shareholding	during the year
	For Each of the Top 10 Sh, reholdtrs	No.of shares	"of total shares of the company	No of shares	% of total shares of the tompany
	1 EYNTHIA TIE UP PRIVATE LIMITED
	a)At the p.p.1 of the yer	1700000	8,35
	b) ch, nps durin& the yt. Ir		(no cha _rgen durin, g the year)
	c)At the end of tht year			1700000	8,35
	2 SU'SHII KVMAR AGARWA
	a)At the west; and of the yea,	ULIDOC	S.98
	bl es durina the veer		{no ch11"18,tSduring the yur)		$\alpha$
	c)At the end of the "II'			1218000	S.98
	3 VUAV KUMAR AGAAWAJ.
	a)At the bH; Innina of the year b} chanaes dutina the y,tar(SeO on	121SOIO	S.97
	24/ <j2 18="" 2970)<="" shvti="" td="">
	c)At tht tnd of the part, 4 VINAY AGARWAL		(nO CNn&es during the year)	1215030	S.97
	a)At the btt: Innin1 of tht YHI	318000	1.S _G
	b) chan1t1 during the ye,,		(no changes du, l"; the year)
	c)At the end or the ye,,,			J18000	1.56
	SI KARAN AGAAWAI.
	a)At tht 'oeginnin11 of the yea,	318000	1.S6
	b) ch1n1tfi durln& the year		(no CMI'lgts durin1 the ye,t)
	c)At the tnd of the year			naoob	1.SG
	6 MANJU N; AAWAI.			$\bullet$
	a) At the bt1 _Inning of the year	I1'1S24	$\vert$ .S6
	b) changes during the yett		(no (Nngesduri, the yHr)
	c)At the end of the vur			)11524	LS ₆
	SAKET AGARWAL
	a)At the begil'IN.1 of the ye, ar	)16000	1.S _S
	b) CNrces during the yea,		(no thonr.es durina tht year)
	c)At tht end of the ve,r			316000	1.55
	8 RITU AGARWAL
	1) At the bt: ll'inin, of the year	111084	OSS
	b) cha"IfI during the yeM				$\bullet$
	c-)At the enct of the year			111084	OSS
	9 UFE INSURANCE CORPORATION OF INDIA
	a) At the begjnnin, of the y u r	50000	0.25
	b) Cha"Ifi durin& the yelr		(no changtt during the yea,)
	cut the 'nd of the year			SOOOO	0.2S
	10 MOOSA HAJI MOHAMED MAUCANI
	a)At the bqlnnJ of the ye.ar b) chanics durina the year{Sell on 31/03/18 Shares 100)	2S0	0.02
	ct the end of the yur		(no changes dur'in: the year)	3250	0.02

		5S66888	27.34	5S66888	27.34

(v) Sti.llloldina ol Dirocton an<I Koy Managerial Pmonntl:

$\overline{\mathbb{R}}$	$P^{\rm ach}$ Sha,	Die	Sharonoldilg at He begonJwg Alhe y.ar C u m u - Sha Inthe y.ar
	$\overline{M}$ w g $\overline{e}$ , 11- THE SEAT		$No. of.$	11 11 IOlal	No.dshares	llollOlal shoes

	A lllo beglmng $d$ lhl	01.04.2019	5,50.584	0,00,		0.00, 0.0
	Clanges diling the y.ar			0.00,		0.00,
	A 1 lhe end $d$ lhe -	3103-2020	5,50.584	000,	550.5&1	0.00,

$\overline{2}$	Narne: $lk$ $t$ ;, $J_2$ ,
	Allle begi"1ingd lhl	01.04.2019	6, 0.000	0.00, 0, 0.00		0.00,
	[Chrgee di.ling lhe y.ar]			0.00,		0.00,
	Allle end d llo! U	31.03.2020	6, 0, 000	0,00,	650,000	0.00,
$q_{\text{pos}}$	VijayK!, mar
	A llhl beginning $d$ lhl	0104,2019	12, IS, 030	0.00,		0.00,
	$[CII-dIrmgIhl]U$			0.00,		000,
	A l'1t ond $d'$ 10! U	31032020	12,15,030	000,	12.15,030	0.00,

!¥, INDEBTEDNESS

lndebledness of '1e Company ilclucling lntere•1 autstandlnglac:aued but not due lcr payment.

			ONNIN	{AmRsAacs)
PdcWs	5eclnd Loans excildllg depooil>	secured Loans		$\mathbb{Z}$ - $\cdot$
	blgiMlng ol 1M linanc:111)'illt
P i'd palilmouol		1,400.'3	$\bullet$	1.400'3
i) I lie but not poid	$\circ$
i) In, . accrued bJt n" due	$\bullet$			٠
TELEVIRININ	F	1.43.		1,40613
Change 10 10 00 during v,e Ilnancial )'illr
	$\circ$	$\bullet$	$\bullet$
· Rodud'm		5000
NelCl, ange		5000
In d o b t - • at lhe and ol IM linanclal )'illr
-Amount	$\circ$	1,356.'3		1,3560
ij 3 + th 1 sque bJt out pad	$\circ$	4689		4669
$\overline{\text{but not}}$ due		۰
OllftoN		1,403.12	$\bullet$	1,403, 12

•

</l.1961<>

$\mathcal{H}$		5' RAV.w.NASOKAH, wHOLE TIMEOIREOOR On ,0701ses)	TOOi., , $\cdot$ in
$\mathbf{1}$	GooooNOory	LIMOMOO	175
	$\ln 1$ , $\frac{17(1)}{10}$ of $\ln 1$ . (o) 5 a y aa per - I » AQ. 1961	$\blacksquare$	÷.
	(b) $IM$ o - t o u/s $17(2)$ 1 - Acc, 1961
	$\vert \cdot \rangle$ -illeuol.-yom,,- 17(3)-"'A <l.1961< td="">		٠	٠
$\overline{2}$	Slock()ption	×	÷
3	$-Equily$
	$c_{}m.s$		$\circ$
	$\ldots$ !I, ol J) Oil	$\qquad \qquad \circ$	$\bullet$
	OIII.	$\bullet$	$\bullet$
5	$-t$ $>$ $d$ $v$
	HRA	76.48'00	071
	EDUCATION ALLOWANCES	300	0.01
	GRADE AI, LLOWANCES	12.237 00	0.12
	SOFT FURNISHING ALLOWANCES	S.233.00	006
	SPEOAL ALLOWANCES	.W ₂₇₇ 00	O<m< b=""></m<>
	$T^{\circ n}$ ' (	J.:!!i,75500	3.27
	Ctgaper,,.Aco

lvr. REIIJNERATION OF DIIECTORS AND ICEY IWIAGERW. PER-IIEL ·--"'--

8. Remunnion IOOCher Direco:lrs SH. Plfticu ... olRomuror-NOT APPLICABLE Aly Is nee poying- lO 'Mlolellmedreclor """'"'-. Total ·--

			(Rs.uc.)

$\frac{1}{1}$ $\frac{1}{1}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$	$\bullet$
Coirmissb,
$\overline{\mathbb{T}}$ $\mathbf{d}$ mill
ta(!)		$\blacksquare$	٠

fNb"""""""""""""""""
CommSHOO
Olhe<>,pleo,especify	$\sim$
$T^{\circ\cdots}(2)$		٠
Tocal(8)"(1-2)
TolalMwgeri, 1-
OYe <ilctingaa perfitaco<="" td="">

C-Rem- lO Koy Manago,ial Personnel -1.rl M[l,tq,ago,/WfO

SN.	$-0$ -		$\frac{100}{N \cdot dK, y}$ Manog ¹¹¹¹¹		$T^{\circ m}$ Contract Contract
	Harre				(Rola:)
	$D111g -$	CEO	CfO	CS
	GloosNlory	3.27	$2-41$	$2^{111}$	16
	(o)Saa,yaperp,tNioionsccn-• $17(1)$ of $1_-,$ , AQ. 1961 11 11 11 1	ò.		$\circ$
	$(b)$ Vuol_ilao.,, 17(2)	$\circ$	$\qquad \qquad \oplus$	$\circ$
	(c) Proffl, In lieu of salofy urdor secocn 17(3) - laX A1:t 1961	$\bullet$	$\sim$
$\overline{2}$	ShtOpin	$\bullet$
3	S>#eo!Equily			$\sim$
	Commission
	$\ldots$ 11o1 pro(1)
	$-$
S	Olhé $\leq$ - $\pi y$
	FOILE	3.27	2:1	$2-a$	816

	OL PENAI.TEI II'UNISIANT/COLL'ANIITA (I)		TAZTD 11'1/IIIIIIIIITICOIIPOUNDINOCW<»PENCO
Тур,		Olah of Pwlaly I $p -$	$-IROINGI.TI$ COURIJ	Ap. N1 1111 $\&$ $\mathbf{H}$ O.UIlo	(IM)
AGQIIRANY	Act	Impootd
Compounding		NoI'8 N@ f OfFENCES UNOER COMPAHIES ACT 1958 A/C/ I OR 1!113
R.DIRECTORS $-11$		THE FOOD THE No P8<alties 1!11)<="" 1958="" act="" aho="" b="" compahies="" i="" ipunishj.ehtic(imp()unooh(of="" offences="" or="" unoer="">
Compounding COUNER OFFICERS N DEFAULT
$-1 - 1$ Compounding	11	$\Pi$ No PENALTES JP.INSSIIM911A'.XMPOUNDIHGOF OFFENCES UNDER COMPANIESACT 1956 $N_{\ell}$ >/OR 2013

for N11achal Re-fractones Umited

Bhlaw.atl Pruad Jalan Chairma.n

•

ANNEXURE – IV MANAGEMENT DISCUSSION AND ANALYSIS

1. Industry structure and developments:

Fortune of your Company which is in refractory industry is directly linked to the performance of Steel Industry as it is the largest consumer of refractory products. The other consumers of refractory products are Cement, Copper, Glass, Aluminum and Petro-chemical industries etc. which are witnessing reasonable growth, all these factors will have a very positive impact on the growth of refractory industry in near future.

Nilachal Refractories Ltd. (NRL) is having its manufacturing unit in the State of Odisha near Dhenkanal. The Plant is strategically located and the Company hopes to take advantage of the boom in Steel and Aluminium industry in the region in times to come.

2. Opportunity, threats, risks and concerns:

Consequent upon technology advancement in steel making processes, major opportunity lies in manufacturing of continuous casting refractories, special monolithics viz. Castables, Plastic based ramming mass and gunning materials, etc. The Company is having its vision in line to this technology change.

Demand for refractories has increased substantially due to increased steel and Aluminium production in India. The future of the Company is bright with huge steel and aluminum manufacturing capacities being created in India especially in Odisha and Jharkhand.

Competition in refractory industry is building up. Lot of consolidation and re-organization is taking place in refractory industry. Input costs mainly the increase in cost of raw materials is also a cause of concern for refractory industry. Cost reduction measures will play an important role in keeping the unit viable in the face of stiff competition. Your Company has taken several cost reduction measures for improving operations to bring down the cost of production and is hopeful to successfully meet the challenges of competition.

Further the company is continuously pursuing for some large orders from the consumers in India and overseas and also trying to rope in companies of repute to introduce new product categories for manufacture of its Dhenkanal plant.

3. Outlook:

Production in steel industry has increased and the demand for refractory products is also increasing. NRL will not be able to survive by basing its products mix on low-end products. For a sustained growth , NRL will have to go for high value products for which your Company has started taking initiatives.

There are many small and large Steel and Aluminium Plants coming up around Dhenkanal and Odisha State on the whole which will demand high-end products. With this we estimate a large requirement of quality products with high value which should boost our total turnover as well as bottom line. In order to face this challenge, your Company emphasis on Human Resource Management and Human Resource Development, this will ensure a capable and motivated team in place post settlement of all these labour issues. The Company is going to start afresh and shall have a new horizon.

4. Internal control system and their adequacy:

Information, reports, records, documents, transaction statements etc. are generated continuously in the organization and the inputs contained therein serve as a strong foundation for accelerated decision making. Great authenticity is lent to such inputs which represents the foundation for effective decisions. The Company has established proper internal control systems and procedures, which are compatible with size of its operation and business. The firm of Chartered Accountant is conducting internal audit of operations to ensure that the system are adhered to and controls are not flouted. Internal Audit Reports encompasses all aspects of operations, accounts, purchase, stores, production and marketing; all omission and deviation, if any are properly recorded for remedial action. The Audit Committee periodically provides valuable suggestions to improve the business processes, systems and internal controls and briefs the Board of Directors about areas of concern.

5. Discussion on financial performance

Your Company is making all round efforts for its revival and the prospects of such efforts should bear fruits in the financial year 2019-20.

6. Ratios where has been a significant change from F.Y. 2018-19 to 2019-20

There has not been any significant change in the key financial ratios from the financial year ended 31st March, 2019 to 31st March, 2020.

7. Details of any change in return on net worth as compared to previous year

There has not been change in return on net worth as compared to previous year.

Dated: 01-12-2020

Place: Kolkata For and on behalf of the Board of Directors

Bhagawati Prasad Jalan (Chairman)

Company's philosophy on code of governance

The basic objective of corporate governance policies adopted by the Company is to attain the highest levels of transparency, accountability and integrity. This objective extends not merely to meet with the statutory requirements but to go beyond them by putting into place procedures and systems, in accordance with best practices of governance. Your Company believes that Good Corporate Governance enhances the trust and confidence of all the stakeholders. Good practice in corporate behavior helps to enhance and maintain public trust in companies and stock market.

Your Company reviews its corporate governance practices to ensure that they reflect the latest developments in the corporate arena positioning itself to conform to the best corporate governance practice. Your Company is committed to pursue excellence in all its activities and maximize its shareholders' wealth.

The Company's corporate governance policies and practices focus on the following principles:-

To recognize the respective roles and responsibilities of the Board and Management.
To achieve the highest degree of transparency by maintaining a high degree of disclosure levels
To ensure and maintain high ethical standards in its functioning
To give the highest importance to investor relations
To ensure a sound system of risk management and internal controls
To ensure that employees of the Company subscribe to the corporate values and apply them in their conduct
To ensure that the decision making process is fair and transparent
To ensure that the company follows globally recognized Corporate governance practices

1) BOARD OF DIRECTORS :

The Board is headed by a Non-Executive Chairman (Promoter). As on 31st March, 2020 the Board comprised of Ten Directors, out of which Five are Independent Directors, Four are Non-Executive Directors and One is Wholetime Director. The Composition of the Board of Directors is in conformity with the Corporate Governance code. None of the Director is a member of more than ten committees or Chairman of more than five committees, across all the Companies in which he is a Director. None of the independent director is a director of more than seven listed companies and the Whole time director of the Company is not designated as an independent director in any listed company. The Board functions as a full Board and through committees. The Board of Directors and Committee meet at regular intervals. Every directors of the Company are over twenty one years of age. The Board ensures the desired level of independence in functioning and decision-making. Moreover all the Non-Executive Directors are eminent professionals, and bring the wealth of their professional expertise and experience to the management of the Company.

Composition of Board of Directors and details of their shareholding in the Company and external directorship and membership of the Board Committees

(A)The Composition of the Board of Directors

The details of composition of the Board, Director's attendance at the Board Meetings and at the last Annual General Meeting, other Directorships and the Board Committee Memberships as on 31st March, 2020 are given hereunder:

Name of the	Attendance of meetings during Relationship No. of 2019-20 Category with Other Date of Joining Board			No. of Directorships and Committee Memberships/ Chairmanships**
Director		Director		Meetings	Board Meeting	Last AGM	Other Directorships*	Committee Membership	Committee Chairmanship
Mr. Bhagwati Prasad Jalan Din No. 00551459	Chairman	Father of Niraj Jalan	19th Dec 2005	6	6	No	0	0	0
Mr. Niraj Jalan Din No.00551970	Director	Son of Bhagwati Prasad Jalan	06th May 2006	6	6	No	1	0	0
Mr. Vimal Prakash Din No. 00174915 Director			06th May 2006	6	6	No	0	0	0
Mr. Vijay Kumar Agarwal Din No. 00121351	Director		19th Dec 2005	6	6	No	2	0	0
Mr. Sribash Chandra Mishra Din No. 01983910	Independent Director		31st Jan 2007	6	6	Yes	0	1	1
Mr. Ramesh Kumar Dhandhania Din No.00375424	Independent Director		01st Feb 2014	6	6	Yes	0	1	1
Mr. S.Asokan Din No. 07019583	CEO & Whole Time Director		25th Nov 2014	6	6	Yes	0	1	0
Mr. S. Radhakrishnan Din No. 00009818	Independent Director		25th Nov 2014	6	6	No	2	0	0
Mrs. Bindu Jain Din No. 07159504	Independent Director		25th March 2015	6	6	No	0	2	0
Mr. Pradip kr. Mahapatra Din No: 08067067	Independent Director		14th February 2018 6		6	Yes	0	0	0

* excluding Foreign Companies, Private Companies and Section 8 Companies

** Excludes Committees other than Audit Committee and Stakeholders Relationship Committee of Public

Limited Companies.

All the Independent directors of the Company have provided declaration that they qualify the conditions of their being independent. All such declarations were/are placed before the Board.

(B) Board Procedures

(a) Number of Board Meetings held, dates on which held

During the year under review, Six board meetings were held, the dates on which the meetings were held are as follows:

20-04-2019, 30-05-2019, 14-08-2019, 14-11-2019, 14-02-2020 and 06-03-2020

The maximum gap between any two Board Meetings held during the year was not more than one hundred and twenty days.

(b) The information made available to the Board includes the following

1. Annual Operating Plans and budgets and any updates.
1. Capital budgets and any updates
1. Quarterly results for the Company and its operating divisions or business segments.
1. Minutes of meetings of audit committee and other committees of the board.
1. Information on recruitment and remuneration of senior officers just below the board level including appointment or removal of CFO and the Company Secretary.
1. Show cause, demand, prosecution notices and penalty notices which are materially important.
1. Fatal or serious accidents or dangerous occurrences, any material effluent or pollution problems, if any
1. Any material default in financial obligations to and by the Company or substantial non payment for goods sold by the Company.
1. Any issue which involves possible public or product liability claims of substantial nature, including any judgement or order which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.
1. Details of any joint venture, acquisition of companies or collaboration agreement.
1. Transaction that involves substantial payment towards goodwill brand equity or intellectual property.
1. Significant labour problems and their proposed solutions. Any significant development on Human Resource/ Industrial Relation front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.
1. Sale of material nature, of investments, assets which is not in the normal course of business
1. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risk of adverse exchange rate movements, if material.
1. Non- Compliance of any regulatory, statutory or listing requirements and shareholders services such as non - payment of dividends, delay in share transfer etc.

The Board also periodically reviews compliance reports of all laws applicable to the Company, prepared by the designated employees as well as steps taken to rectify instances of non- compliance.

(C)Code of Conduct for Board Members and Senior Management Personnel

The Board of Directors had adopted a Code of Conduct for the Board Members and Senior Management Personnel. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements, specifically under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and Senior Management level.

The declaration regarding Compliance with the code of conduct as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to this report.

(D)Code of Conduct for prevention of Insider Trading

The Company has adopted a code of conduct for prevention of insider trading in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company Secretary of the Company is the Compliance Officer. All the Directors and Senior Management Personnel and such other designated employees of the Company who are expected to have the access to unpublished price sensitive information relating to the Company are covered under the said code. The Directors, their relatives, senior management personnel, designated employees etc are restricted from purchasing, selling and dealing in the shares while being in possession of unpublished price sensitive information about the Company during certain prohibited periods.

(E) Code of Conduct

The Company has adopted a code of conduct for the Board of Directors and the senior management of the Company and all of them has affirmed compliances of the same. The Policy has also been hosted on the website of the Company (www.nilachal.in).

(F) Whistle Blower Policy

The Company has formulated a whistle blower policy with a view to provide a mechanism for employees of the Company to approach the Chairman of Audit Committee. The Identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under the law. The functioning of the policy mechanism is reviewed audit committee on half yearly basis and by board on annual basis.

I. Composition of Board Committees

Audit	Shareholders/Investors	Remuneration and	Risk	Share	Corporate
Committee	Grievance Committee	Nomination	Management	Transfer	Social
		Committee	Committee	Committee	Responsibility
					(CSR)
					Committee
Mr.	Mr. Ramesh Kumar	Mr. Ramesh Kumar	Mr. Niraj Jalan	Mr.	It is not
S.C.Mishra	Dhandhania -Chairman	Dhandhania		Saravanan	applicable to
Chairman		Chairman	Chairman	Asokan –	the company.
				Chairman
Mr. Ramesh	Mr. S.C.Mishra	Mr. S.C.Mishra	Mr. Vimal	Mr. Mukti
Kumar	Member	Member	Prakash	Kishor Sahoo
Dhandhania			Member	- Member
Member
Mr.	Mrs. Bindu Jain	Mr. S.Radhakrishnan	Mr. Saravanan
Saravanan	Member	Member	Asokan
Asokan			Member
Member
Mrs. Bindu
Jain
Member

AUDIT COMMITTEE

a) Composition of the Audit Committee:

The Audit Committee as on 31st March, 2020 comprised of the following four directors:

1.	Mr. S.C.Mishra-	Chairman
2.	Mr. Ramesh Kumar Dhandhania-	Member

1. Mr. Saravan Asokan- Member
1. Mrs. Bindu Jain- Member

Company Secretary acts as the secretary to the committee. Mr. S.C. Mishra; Mr. Ramesh Kumar Dhandhania; Mrs. Bindu Jain are Independent Directors and Mr. Sarvanan Asokan is the Wholetime Director of the Company.

The Committee comprises of eminent professionals with expert knowledge in corporate finance. The Minutes of each audit committee meeting are placed before and discussed by the Board of Directors of the Company.

b) Meeting of Audit Committee

During the year under review, the Committee held five meetings, the dates of the meetings being 20th April 2019, 30th May 2019, 14th August 2019, 14th November, 2019 and 14th February 2020. The maximum gap between any two Meetings of Audit held during the year was not more than one hundred and twenty days.

Sl. No.	Name of the Member	Designation	Number of Meetings attended
1	Mr. S.C.Mishra	Chairman	4
2	Mr. Ramesh Kumar Dhandhania.	Member	4
3	Mr. S Asokan	Member	4
4	Mrs. Bindu Jain	Member	4

c) Powers of the Audit Committee

The powers of the Audit Committee include the following:

1. To investigate any activity within its terms of reference
1. To seek information from any employee
1. To obtain outside legal or other professional advice
1. To secure attendance of outsiders with relevant expertise, if it considers necessary

d) Function of Audit Committee

The role of the Audit committee includes the following

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
1. Reviewing with the management, the annual financial statements before submission to the board for approval, with particular reference to :
(i) Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report in terms of Section 134(5) of the Companies Act, 2013.
(ii) Changes, if any, in accounting policies and practices and reasons for the same
(iii) Compliance with listing and other legal requirements relating to financial statements
(iv) Disclosure of any related party transactions
1. Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems.
1. Discussion with internal auditors any significant findings and follow up
1. Reviewing, the findings of any internal investigations by the internal auditors
1. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post – audit discussion to ascertain any area of concern.
1. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee
1. The Audit Committee shall mandatorily review the following
i. Management discussion and analysis of financial condition and result of operation
ii. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management.
iii. Management letters/letters of internal control weakness issued by the statutory auditors;
iv. Internal audit reports relating to internal control weaknesses;

Nomination & Remuneration Committee

As per sec 178 of the Companies Act 2013 and regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has set up a Nomination & Remuneration Committee whose roles are:

i) Formulation of criteria for determining qualification, positive attributes and independence of a director and recommends to the Board a policy relating to the remuneration of directors, key managerial persons and other employees
ii) Formulation of criteria for evaluation of Independent Director and the Board.
iii) Identifying persons who are qualified to become directors and who may be appointed in the senior management.
iv) Devising a policy on Board diversity.

The Nomination & Remuneration Committee as on 31st March, 2020 comprised of:

Mr. Ramesh Kumar Dhandhania- Chairman 2. Mr. S.C. Mishra- Member 3. Mr. S Radhakrishnan- Member

Company Secretary acts as the secretary to the committee

The Company is in Compliance of the same and the Committee oversees the following

a) To oversee the framing, review and implementation of Company's overall compensation structure and related polices on remuneration packages payable to the WTDs/ MD & CEO and other staff including performance linked incentives, perquisities etc. with a view to attracting, motivating and retaining employees and review compensation levels vis-à-vis other companies.
b) The committee shall work in close coordination with the Risk Management Committee of the Company's, in order to achieve effective alignment between remuneration

During the year under review the Committee met three times, the dates of the meetings being 20th April, 2019; 14th August, 2019 and 06th March 2020.

Sl. No.	Name of the Member	Designation	Number of Meetings attended
1	Mr. Ramesh Kumar Dhandhania.	Chairman	3
2	Mr. S.C.Mishra	Member	3
3	Mr. S Radhakrishnan	Member	3

Evaluation of Performance of the Board, its Committees and Directors

Details with regard to evaluation of performance of the Board, its Committees and Directors has been furnished in the Directors' Report.

SHARE TRANSFER COMMITTEE:-

The Share transfer Committee was constituted to deal with matters pertaining to Share Transfer /transmission, issue of duplicate Share Certificates, approving the split and consolidation request and other materials relating to transfer and registration of Shares.

The members of the committee are:

1. Mr. Saravanan Asokan, Whole time Directors-	Chairman
2. Mr. Mukti Kishore Sahoo, Chief Financial Officer-	Member

Company Secretary acts as the secretary to the committee

The Committee met on following occasion 06-03-2020

All the shares are being transferred and returned within 15 days from the date of receipt, so long as the document have been cleared in all respect.

SHAREHOLDERS / INVESTORS GRIEVANCES COMMITTEE

The Shareholders/Investors Grievance Committee specifically looks into issues such as redressing of shareholders' and investors' complaints such as transfer of shares, ensuring expeditious redressal.

This Committee comprises of the following two Directors.

Mr. Ramesh Kumar Dhandhania –	Chairman
Mr. S.C.Mishra	- Member
Mrs. Bindu Jain	- Member

Company Secretary acts as the secretary to the committee

The Shareholders/Investors Grievance Committee reviews and redresses all the grievances periodically and meets as and when required. The details of the Compliance officer is given below:

Compliance Officer

Mr. Alok Sharma, Company Secretary Mobile No:- +91 8670070143 Email: [email protected], [email protected]

During the period under review one meeting of the Committee was held on 06th March, 2020.

The Company has appointed M/s S K Infosolutions Pvt Ltd, as its Share Transfer Agent for both physical and demat segment of equity shares.

The Company obtains half-yearly certificate from a Company Secretary in Practice confirming the issue of certificates for transfer, sub-division, consolidation etc., and submits a copy thereof to the Stock Exchanges in terms of Regulation 40(9) of SEBI (LODR) Regulations, 2015. Further, the Compliance Certificate under Regulation 7(3) of the SEBI (LODR) Regulations, 2015 confirming that all activities in relation to both physical and electronic share transfer facility are maintained by Registrar and Share Transfer Agent registered with the Board is also submitted to the Stock Exchanges on a half yearly basis.

RISK MANAGEMENT COMMITTEE

The Board of your company has formulated a risk management policy in connection with the risk that the organization faces in its day to day business such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory etc. The Company has also constituted a risk management committee to oversees and implement the policy. The board reviews the policy in regular interval. The Risk Management Committee Comprises of :-

1. Mr. Niraj Jalan; Chairman
1. Mr. Vimal Prakash, Member
1. Mr. Saravanan Asokan, Member

INDEPENDENT DIRECTORS MEETING

During the year under review, separate Meeting of the Independent Directors was held on 06th March 2020, without the attendance of Non-Independent Directors and members of the Management, inter alia, to evaluate:

Performance of Non-Independent Directors and the Board as a whole;
Performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Directors;
The quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors attended the Meeting.

SUBSIDIARIARY COMPANIES

The company does not have any subsidiary/subsidiaries within the meaning of the Companies act, 2013.

OTHER DISCLOSURES

(A) Related Party Transactions

There were no materially significant related party transactions, pecuniary transaction or relationships between the Company and its directors, promoters or the management that may have potential conflict with the interest of the Company at large except the details of transactions disclosed on accounts forming part of the Accounts as required under Accounting Standard 18 of the Institute of Chartered Accountants of India, and all related party transactions are negotiated on an arms length basis.

All details relating to financial and commercial transactions, where directors may have potential interest are provided to the Board and the interested Directors neither participated in the discussion nor do they vote in such matters. The Audit Committee of the Company also reviews related party transactions periodically. The policy for dealing with related party transactions has been hosted on the website of the Company. The weblink for the same is:

http://nilachal.in/pdf/Policy%20On%20Dealing%20With%20Related%20Party%20Transactions.pdf

B. Disclosure of Accounting Treatment

The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India and in preparation of financial statements, the Company has not adopted a treatment different from that prescribed in any Accounting Standard.

(B) Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report is appended to this report.

(C) Directors

As per the Companies Act, 2013 at least 2/3rd of the Board should consist of retiring Directors, of these at least 1/3rd are required to retire every year.

Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013. Mr. Vimal Prakash will retire at the ensuing Annual General Meeting and being eligible offers himself for re appointment.

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

There were no case or incident under the said act.

(E) Communication to shareholders

The unaudited quarterly/ half yearly financial statements are announced within forty five days of the end of the quarter. The aforesaid financial statements are taken on record by the Board of Directors and are communicated to the stock exchange where the shares of the company are listed.

The audited annual results are announced within two months from the end of the last quarter as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Both the unaudited as well as the audited financial results of the Company are also hosted on its website i.e. www.nilachal.in

(F) Investors' Grievances and Share Transfer

As mentioned earlier, the Company has a Board-level Investors Grievance Committee to examine and redress shareholders and investors' complaints. The status on complaints and share transfers is reported to the Committee.

For matters regarding shares transferred in physical form, share certificates, change of address etc shareholders should send in their communications to S K Infosolutions Pvt.Ltd., our registrar and share transfer agent. Their address is given in the section on shareholder information.

(G)Details of Non- Compliances

The company is regular in complying with statutory rules and regulations and no penalties or strictures have imposed on the Company by the Stock Exchange or SEBI or any statutory authority, on any matter related to Capital Markets.

(H)General Body Meetings

The location, date and time of Annual General Meetings held during the preceding three years are given below:

Year	Venue	Day & Date	Time
2016-17	Hotel Pushpak	Thursday 21st September 2017	12.30 PM
2017-18	Hotel Pushpak	Tuesday, 25th September, 2018	12.30 PM
2018-19	Hotel Pushpak	Saturday, 14th September, 2019	12:30 PM

(I) Special Resolution and Resolution through Postal Ballots

In the 43rd AGM of the Company to be held on 28th December 2020:

Board recommends Special Resolution in relation to re-appointment of Mr. Sundaresan Radhakrishnan as an Independent Director for another term of five consecutive years,

Board recommends Special Resolution in relation to re-appointment of Mrs. Bindu Jain as an Independent Director for another term of five consecutive years,

Board recommends Special Resolution in relation to re-appointment of Mr. Sundaresan Radhakrishnan as an Independent Director for another term of five consecutive years,

Mr. Bhagwati Prasad Jalan is about to attain the age of seventy five years and therefore special resolution under Regulation 17(1A) of SEBI (LODR) Regulations 2015, is proposed to be passed by the members.

Special Resolution is proposed to be passed by the members for reappointment of Mr. Saravanan Asokan as a CEO and Whole Time Director for another term of five consecutive years.

In 42nd AGM of the Company held on 14th of September , 2019 , Special Resolution was passed for reappointment of Mr. Ramesh Kumar dhandhania( DIN: 00375424) as an Independent, Non-Executive Director for another term of five consecutive years.

Special Resolution was reappointment of Mr. Sribash Chandra Mishra(DIN: 01983910) as an Independent, Non-Executive Director for another term of five consecutive years.

Special Resolution was passed for reappointment of Mr. Sribash Chandra Mishra(DIN: 01983910) as an Independent, Non-Executive Director who has attained the age of seventy six years for his second term as an Independent Director of the Company.

In the 41st AGM of the Company held on 25th September 2018, Special Resolution was passed for conversion of existing unsecured loan amounting to Rs. 14,04,92,000 into 0% Optionally Convertible Debentures of Rs. 1000 each. Details are as follows:

Agenda-Approval for conversion of existing unsecured loan amounting to Rs. 14,04,92,000 into 0% Optionally Convertible Debentures of Rs. 1000 each.

Type of Resolution- Special Resolution

No: of Votes Polled: 1,45,71383

No Special Resolution passed during the AGM held for FY 2016-2017.

Also there were no ordinary or special resolutions passed through by the members through the Postal ballot during this year.

(J) Proceeds from public Issue/ Preferential Allotment

During the year under review there was no issue brought out by the Company.

(K) Remuneration Policy

The Company is paying only to Professional Director Mr. Saravanan Asokan as a part of his yearly emolument as approved by Share Holders, other directors are not paid.

(M) CEO/CFO CERTIFICATION

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the certificate from Sri S. Asokan , Chief Executive Officer , and Mukti kishor Sahoo, Chief Financial Officer was placed before the Board of Directors at their meeting held on 1st December, 2020.

(N) Compliance with Corporate Governance Norms

The Company has complied with all the mandatory requirements of Corporate Governance norms as enumerated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(O) Auditors Report on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors' certificate is given as an annexure to the Directors Report

1. GENERAL SHAREHOLDERS' INFORMATION:

1	28th December, 2020
	At 12:30 P.M via VC/OAVM

2	22th December, 2020 to 28th December, 2020 (both days
	inclusive)
3	No dividend is recommended by the Board of Directors for the year
4	The Company's equity Shares are listed on the following Stock
	Exchanges

	The Bombay Stock Exchange Limited
	Phiroze Jeejeebhoy Towers
	Dalal Street , Mumbai 400 001
	–
	The Calcutta Stock Exchange Association. Limited
	7, Lyons Range

	Kolkata 700 001 –

5.	The annual listing fees has been paid to the aforesaid Stock
	Exchanges for the Financial Year 2019-20.
5	Calcutta Stock Exchange -19120

	Bombay Stock Exchange -502294
6	INE416N01013
7	With: 1. Central Depository Services (India) Limited (CDSL) 2:National Securities Depository Limited (NSDL)
8	S K Infosolutions Pvt.Ltd. 34/1A Sudhir Chatterjee Street Kolkata 700 006 –
9	Plot No- P598/599 , Kedarnath Apartment, Mahabir Nagar,Lewis Road , Bhubaneswar-751 002,Odisha
10	Nilachal Refractories Limited , Ipitata Nagar , Dhenkanal 759 025 Odisha
11	Investors/shareholders can correspond with the RTA and directly to the Registered Office /Corporate Office of the company or may e-mail to the Company in this mail id: [email protected]

Stock Price Data

Year/ Month	BSE (in Rs.)

	High	Low
2019
April	51.90	51.90
May	49.35	49.35
June	49.35	49.35
July	49.35	49.35
August	49.35	49.35
September	49.35	49.35
October	49.35	49.35
November	46.90	46.90
December	47.00	44.10
2020
January	47.00	44.10
February	47.00	44.10
March	47.00	44.10

Distribution of Shareholding as at 31st March 2020

(i) According to Category of Holding:

Shareholders	As on 31st March,2019		As on 31st March 2020
	No. of	%	No of Shares	%
	Shares
Promoters	14377616	70.61	14377616	70.61
Financial Institutions	50000	0.25	50000	0.25
Private Corporate	1702090	8.36	1702101	8.36
Bodies (Excluding
Promoters)
Non-Resident Indian	389	0.00	489	0.00
Public	4231355	20.78	4231244	20.78

Total	20361450	100	20361450	100

ii) According to Number of Shares held: 31-03-2020

Shareholding Range	No. of	% of	No. of	% of
	shareholder	Shareholder	shares	Shareholdin
	s	s		g
1-500	2890	94.88	309000	1.52
501-1000	87	2.86	66748	0.33
1001-2000	27	0.89	39348	0.19
2001-3000	1	0.03	2050	0.01
3001-4000	1	0.03	3050	0.01
4001-5000	-	0	-	0
5001-10000	-	0	-	0
10001-50000	7	0.23	245750	1.21
50001-100000	7	0.23	494323	2.43
100001 and above	26	0.85	19201181	94.3
Total	3046	100.00	20361450	100.00

Dematerialisation of Shares:

As stated earlier, the Company' shares are listed on the Stock Exchange. As per the SEBI notifications, trading in Company's shares has been made compulsorily in dematerialised form w.e.f. 26th December, 2000 and Company's Registrar & Transfer Agent have established connectivity with NSDL & CDSL.

CEO/CFO CERTIFICATION TO THE BOARD

To the Board of Directors Nilachal Refractories Limited

Pursuant to the provisions of Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, We, S. Asokan , Chief Executive Officer and Mr. Mukti Kishor Sahoo, Chief Financial Officer hereby certify that

(a) We have reviewed the Financial Statement, and the Cash Flow Statement for the year 2019-2020 and that to the best of our knowledge and belief;
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
(ii) these statements present a true and fair view of the Company's affairs and are in compliance with current accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the Company's code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and there have been no deficiencies in the design or operation of such internal control.
(d) We have indicated to the Auditors and the Audit Committee;
(i) Significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
(iii) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting.

Yours Sincerely

Place: Kolkata Chief Executive Chief Financial Date: 01.12.2020 Officer Officer

S.Asokan M.K. Sahoo

To The members of Nilachal Refractories Limited

We have examined the compliance of conditions of corporate governance by Nilachal Refractories LIMITED for the year ended 31st March, 2020, as stipulated in the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.

Management's Responsibility

The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.

Auditor's Responsibility

Our examination has been limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

Opinion

In my opinion and to the best of our information and according to the explanations given to us and the representation made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For T. More & Co. Chartered Accountants Registration No:- 327844E

Tanisha More Proprietor Membership No: 301569 Kolkata Date: 01.12.2020

To, The Board of Directors Nilachal Refactories Limited Bhubaneswar: 751014. Odisha

Dear Sir(s)

I do hereby certify that all the members of the Board of the Directors of the Company and the senior management personnel (incl. Key Managerial Personnel) have affirmed their compliance with the code of conduct laid down by the Board of the Directors.

Further all Board Members and Core Management Personnel of the Company are adhering Code of Conduct for Prevention of Insider Trading under the Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015 and also in compliance of Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, under the Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015.

This certificate is given in compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.

Dated: 01.12.2020

Place: Kolkata S.Asokan CEO & Whole time Directior

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF NILACHAL REFRACTORIES LIMITED

Report on the Standalone Financial Statement

Opinion

We have audited the standalone financial statements of NILACHAL REFACTORIES LIMITED ("the Company"), which comprise the balance sheet as at 31st March 2020, and the statement of Profit and Loss, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, and loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, Statement of Change in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st March, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For T. MORE & CO. Chartered Accountants Firm Regn. No. 327844E

Dated, the 4th day of August, 2020 UDIN : 20301569AAAADT6790

Place : KOLKATA TANISHA MORE Proprietor C.A. Membership No. 301569

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT OF NILACHAL REFRACTORIES LIMITED

The Annexure referred to in paragraph 1 under 'Report on other legal and regulatory requirements' section of our report of even date to in our independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2020, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals, According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us we report that the title deed, comprising all the immovable properties of land and building which are freehold, were mortgaged with the lenders and confirmation was obtained from them during the audit of the preceding year and from the documents verified by us, it was held in the erstwhile name of the company as at the preceding Balance Sheet date in respect of immovable properties of self-constructed buildings on leasehold land which are disclosed as fixed assets in the financial statements, were mortgaged with the tenders and confirmation is obtained from them during the audit of the preceding year and from the documents verified by us, the land lease agreement was in the erstwhile name of Company, where the company is the lessee in the agreement as at the preceding Balance Sheet date.

However at the time of audit during the year under consideration, we are informed that the loans have been repaid in full and the tenders are in the process of releasing the title documents for which the documents could not be physically verified by us.

(ii) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on physical verification
(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of the Companies Act, 2013.
(iv) The Company has not granted any loans, made investments or provided guarantee and hence reporting under clause (iv) of the CARO 2016 is not applicable.
(v) According to the information and explanation given to us, the Company has not accepted any deposits in terms of directives issued by the reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under.
(vi) We are informed that the central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the products dealt in by the Company
(vii) According to the information and explanations given to us in respect of statutory dues:
(a) The company has been regular in depositing undisputed statutory dues, including provident fund, employee state insurance, income-tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it to the appropriate authorities. There have been few instances of delayed deposit
(b) There were no undisputed amount payable in respect of provident fund, employee state insurance, wealth tax, customs duty, excise duty, cess and other material statutory dues in arrears as on 31st March, 2020 for period of more than six months from the date they became payable. The particulars of dues of sales tax and Entry tax as at March 31, 2020 which have not been deposited on account of a dispute are as follows:

Nature of Statutes (nature of dues)	Fourm where dispute is pending	Period to which the amount relates	Amount involved Rs. In Lakhs	Amount Unpaid Rs. In Lakhs
Sales Tax	Additional Commissioner of Sales Tax, Central Zone, Cuttack, Orrisa (Sales Tax)	1999-2000 to 2001-02	72.18	72.18
Entry Tax	Additional Commissioner of Commercial Taxes, Range – II, Cuttack, Orissa (Entry Tax)	2001-02	3.38	3.38

Entry Tax	Joint Cimmissioner of Commercial Tax, Angul Range, Angul, Orrisa (Entry Tax)	2002-03	0.79	0.79
Sales Tax	Joint Cimmissioner of Commercial Tax, Angul Range, Angul, Orrisa (Entry Tax)	2002-03	24.10	24.10

(vii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions, bank and Government.
(viii) The company has not raised money by way of initial public offer or further public offer of equity shares convertible securities and debt securities hence reporting under clause (ix) of the CARO 2016 order is not applicable.
(ix) To the best of our knowledge and according to the information and explanations given to us, no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the year.
(x) In our opinion and according to the information and the explanations given to us, the company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013
(xi) The company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 is not applicable
(xii) In our opinion and according to the information and the explanations given to us, the company is in compliance with section 188 and 177 of the Companies Act, 2013 where applicable for all transaction with the related parties and the details of related party transaction have been disclosed in the notes to the financial statements as required by the applicable accounting standards.
(xiii) In our opinion and according to the information and the explanations given to us, during the year the company has not entered into any non cash transactions with its directors or persons connected with him and hence provisions section 192 of the Companies Act, 2013 are not applicable.
(xiv) The company is not required to be registered under section 45-1 of the Reserve Bank of India Act, 1934.

For T. MORE & CO. Chartered Accountants Firm Regn. No. 327844E

Place : KOLKATA TANISHA MORE Proprietor C.A. Membership No. 301569

Dated, the 4th day of August, 2020 UDIN : 20301569AAAADT6790

ANNEXURE "B" TO THE INDEPENDENT AUDITORS' REPORT OF NILACHAL REFRACTORIES LIMITED

Report on Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)

We have audited the internal financial controls over financial reporting of NILACHAL REFRACTORIES LIMITED (The Company) as of 31st March, 2020 in conjunction with our audit of the standalone financial statements of the company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of the internal control stated in the Guidance Note on Audit or Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion of the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of internal Financial Controls. Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal Financial Control. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control overfinancial reporting includes these policies and procedures that (1) pertain to the maintenance of records that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion to the best of our information and according to the explanations given to us, the Company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2020 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued; by the Institute of Chartered Accountants of India.

For T. MORE & CO. Chartered Accountants Firm Regn. No. 327844E

Place : KOLKATA TANISHA MORE Proprietor C.A. Membership No. 301569

Dated, the 4th day of August, 2020 UDIN : 20301569AAAADT6790

BALANCE SHEET

		Note	As At 31st March 2020			As At 31st March 2019
	Particulars	No.	Rs.	Rs.	Rs.	Rs.
ASSETS	(1) Non-current assets
(a)	Property, Plant and Equipment	4		6,36,77,228		7,06,93,695
(b) {c)	Capital work-in-progress Financial Assets	4		31,47,03,511		31,47,03,511
	(i) Loans & Advances	5	1,34,966		1,34,966
	(ii) Security Deposits	6	22,34,372	23,69,338	22,34,372	23,69,338
(d)	Deferred tax assets (net)	7		5,87,90,470		5,29,73,864
(e)	Other non-current assets	8		67,745		3,16,358
	(2) Current assets
(a)	Inventories	9		6,82,98,526		7,92,93,927
(b)	Financial Assets
	(ii) Trade receivables	10	2,37,22,236		2,22,22,605
	(iii) Cash and cash equivalents (iv) Bank balances other than (iii) above	11 12	2,48,445 12,09,885		20,49,762 10,11,384
	Advances Recoverale in Cash or in Kind (vi)	13	2,63,677	2,54,44,243	2,56,677	2,55,40,428
{c)	Other current assets	14		43,53,109		43,20,184

	Toal Assets EQUITY AND LIABILITIES			53,77,04,170		55,02,11,305
Equity
(a)	Equity Share capital	15		20,36,14,500		20,36,14,500
(b)	Other Equity	16		(13,78,01,853)		(12,29,59,267)
	Liabilities
	(1) Non-current liabilities
(a)	Preference Shares Capital	17		28,37,17,100		28,37,17,100
(b)	Other non-current liabilities	18		15,86,970		15,79,990
	(2) Current liabilities
(a)	Financial Liabilities
	(i) Borrowings	19	14,03,11,958		14,06,43,288
	(ii) Trade payables	20	2,35,08,138		2,30,28,913
	(iii) Other financial liabilities	21	2,27,67,357	18,65,87,453	2,05,86,781	18,42,58,982
(b)	Other current liabilities			-		-
	Total Equity and Liabilities			53,77,04,170		55,02,11,305

See accompanying note nos. 4 to 28 forming part of the financial statements

For T More & Company

Firm Registration No. 327844e Chartered Accountants Niraj Jalan Vimal Prakash

(Tanisha More) (Proprietor) (M. No. 301569)

Place: Kolkata Mukti Kishore Sahoo Company Secretary Whole Time Director Date : 23-07-2020 CFO M.No. 60361 DIN : 07019583

Alok Sharma Saravanan Asokan

Director Director DIN : 00551970 DIN : 00174915

As per our Report of even date For and on behalf of the Board of Directors

STATEMENT OF PROFIT AND LOSS

		Note		For the Year Ended 31st March 2020		For the Year Ended 31st March 2019
	Particulars	No.	Rs.	Rs.	Rs.	Rs.
I	Revenue From Operations	22		1,52,74,134		1,91,40,599
II	Other Income	23		89,42,817		1,68,12,115
III	Total Income (I+II)			2,42,16,951		3,59,52,714
IV	EXPENSES
	Cost of materials consumed	24		43,74,984		21,47,260
	Changes in inventories of finished goods, Stock-in-Trade and	25		1,01,91,516		2,79,29,710
	work-in-progress
	Finance Cost			51,87,411		0
	Employee benefits expense	26		17,52,614		21,19,157
	Depreciation and amortization expense	4		70,26,067		70,10,786
	Other expenses	27		1,63,43,551		1,31,71,733
	Total expenses (IV)			4,48,76,143		5,23,78,646

V VI	Profit/(loss) before exceptional items and tax (I- IV) Exceptional Items			(2,06,59,192) -		(1,64,25,932) -
VII	Profit/(loss) before tax (V-VI)			(2,06,59,192)		(1,64,25,932)
VIII	Tax expense:
	Deferred tax			(58,16,606)		82,878

IX	Profit (Loss) for the period from continuing operations (VII			(1,48,42,586)		(1,65,08,810)
X XI	Profit/(loss) from discontinued operations Tax expense of discontinued operations			- -		- -
XII	Profit/(loss) from Discontinued operations (after tax) (X-XI)			-		-
XIII	Profit/(loss) for the period (IX+XII)			(1,48,42,586)		(1,65,08,810)
XIV	Other Comprehensive Income			-		-
	A (i) Items that will not be reclassified to profit or loss			-		-
	Income tax relating to items that will not be (ii)
	reclassified to profit or loss			-		-
	B (i) Items that will be reclassified to profit or loss			-		-
	Income tax relating to items that will be reclassified (ii)
XV	to profit or loss Total Comprehensive Income for the period (XIII+XIV)			- (1,48,42,586)		- (1,65,08,810)
	(Comprising Profit (Loss) and Other Comprehensive Income
	for the period)
XVI	Earnings per equity share (for continuing
	(1) Basic & Diluted			(0.73)		(0.81)
	See accompanying note nos. 4 to 28 forming part of the financial statements
	As per our Report of even date					For and on behalf of the Board of Directors
	For T More & Company
	Firm Registration No. 327844e
	Chartered Accountants			Niraj Jalan		Vimal Prakash
				Director		Director
				DIN : 00551970		DIN : 00174915
	(Tanisha More)
	(Proprietor) (M. No. 301569)
		Mukti Kishore Sahoo		Alok Sharma		Saravanan Asokan
	Place: Kolkata	CFO		Company Secretary		Whole Time Director
	Date : 23-07-2020			M.No. 60361		DIN : 07019583

Cash Flow Statement for the Year Ended March 31, 2020

		31-Mar-20 Rs.	31-Mar-19 Rs.
A	Cash flow from operating activities
	Profit/(loss) before tax	(2,06,59,192)	(1,65,08,810)
	Adjusted for :-
	- Depreciation and amortisation expense	70,26,067	70,10,786
	- Interest income	(62,766)	(62,766)
	- Finance cost	51,87,411	-
		(85,08,480)	(95,60,790)
	Operating profit/(loss) before working capital changes
	Adjusted for :
	- (Increase)/Decrease in trade receivables	(14,99,631)	(12,16,330)
	- (Increase)/Decrease in inventories	1,09,95,400	2,79,65,075
	- (Increase)/Decrease in other assets	3,63,777	98,26,577
	- Increase/(Decrease) in trade payables	4,79,225	(2,43,46,554)
	- Increase/(Decrease) in other liabilities	21,87,556 40,17,847	(16,38,544) 10,29,434
	Cash generated from operations
	Net Income taxes (paid) / refunds	(1,55,088)	(92,964)
	Net cash from operating activities	38,62,759	9,36,470

B	Cash flow from investing activities
	Capital expenditure on property, plant and equipments including capital advances	(9,600)	(1,08,260)
	Sale of property, plant and equipments	-	-
	Sales/ Purchases of investments	-	-
	Interest received	62,766	62,766
	Interest Paid	-	-
	Net cash used in investing activities	53,166	(45,494)
C	Cash flow from financing activities
	Repayment of short-term borrowings	(3,31,330)	1,49,292
	Interest and finance charges paid	(51,87,411)
	Issue of Preference Shares	-	-
	Net cash used in financing activities	(55,18,741)	1,49,292
	Net (decrease) / increase in cash and cash equivalents	(16,02,816)	10,40,268
	Cash and cash equivalents as at the beginning of the year	30,61,146	20,20,878
	Cash and cash equivalents as at the end of the year	14,58,330	30,61,146
	See accompanying note nos. 4 to 30 forming part of the financial statements
	As per our Report of even date	For and on behalf of the Board of Directors
	For T More & Company
	Firm Registration No. 327844e
	Chartered Accountants	Niraj Jalan	Vimal Prakash
		Director	Director
		DIN : 00551970	DIN : 00174915
	(Tanisha More)

(Proprietor) (M. No. 301569)

Place: Kolkata Mukti Kishore Sahoo Company Secretary Whole Time Director Date : 23-07-2020 CFO M.No. 60361 DIN : 07019583

Alok Sharma Saravanan Asokan

Nilachal Refractories Ltd

SIGNIFICANT ACCOUNTING POLICIES

1. Reporting entity

Nilachal Refractories Ltd (the 'Company') is an Indian Company and its registered office situated at P-598/599 Lewis Road, Kedarnath Apartment, Mahabir Nagar Bhubaneswar 751002 Odisha. The Company has been incorporated under the provisions of Indian Companies Act and its equity shares are listed on the Bombay Stock Exchange (BSE) and Calcutta Stock Exchange Association (CSE) in India . The Company is primarily engaged in the business of Refractories items.

2. Basis of preparation

A Statement of compliance

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the 'Act') and other relevant provisions of the Act

The financial statements up to and for the year ended 31 March 2017 were prepared in accordance with the Companies (Accounting Standards) Rules, 2006, notified under Section 133 of the Act and other relevant provisions of the Act

As these are the Company's first standalone financial statements prepared in accordance with Indian Accounting Standards (Ind AS), Ind AS 101, First-time Adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance is provided in Notes

Details of the Company's accounting policies are included in Note 3.

B Functional and presentation currency

These standalone financial statements are presented in Indian Rupees, which is also the Company's functional currency. All amounts have been rounded-off to the nearest rupee, unless otherwise indicated.

C Use of Estimates and Judgments

The preparation of the financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and disclosures of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses for the years presented.

3. Significant Accounting Policies Revenue recognition

a) Sales are inclusive of excise duty. Bonus claims, linked to operating efficiency of products, are recognized upon crystallization. b) Export Incentive under the Duty Entitlement Pass Book Scheme are recognized on the basis of credits afforded in the pass book.

Claims :-

Claims of the Company towards loss, damage and escalation are accounted when there is a certainty that the claim is realizable

Valuation of Inventories :-

Raw materials, semi finished products and goods-in-process are valued at cost. Finished products are carried at lower of cost and net realizable value. Stores and spares are carried at cost. Cost for the purpose of valuation is generally ascertained on weighted average basis.

Fixed Assets :-

Fixed assets are valued at original cost of acquisition including taxes, duties, freight and other incidental expenses relating to acquisition and installation.Net Changes on foreign exchanges contracts and adjustments arising from exchange rate variations attributable to the fixed assests are capitalized.

Transition to Ind AS :- On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as on 1 April 2016, measured as per the previous GAAP, and use that carrying value as the deemed cost of such property, plant and equipment

Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual value using straight line

method over the useful lives of assets and in the manner specified in schedule II of the Companies Act, 2013. Depreciation is calculated on pro-rata basis on additions and deletions of fixed assets during the year.

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Upon initial recognition, an investment property is measured at cost. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated impairment losses, if any.

Foreign Currency :-

Transactions in foreign currency are accounted for at the prevailing rate on the transaction date. The year end balances in foreign currency are re-stated at the closing rate and the resultant difference is carried to Profit & Loss Account.

Borrowing Cost :-

The borrowing costs those are directly attributable to the acquisition, construction or production of a qualifying assets are capitalized.

Research and Development Expenditure :-

Revenue expenditure on Research and Development is charged out in the year in which it is incurred.Expenditure, which results in creation of assets, is included in fixed assets and depreciation is provided on such assets are applicable.

Intangible Assets :-

Expenditure incurred is treated in accordance with the provisions of Accounting Standard-26 "Intangible Assets" issued by the ICAI.

Basis of Preparation of Financial Statements :-

(i) The financial statements are prepared under the historical cost convention, except for certain fixed assets which are revalued, in accordance with generally accepted accounting principles in India and the provisions of the Companies Act, 2013.

(ii) The Company generally follows the mercantile system of accounting and recognizes significant items of income and expenditure on accrual basis.

Use of Estimates :-

The preparation of financial statements requires estimates and assumption to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/ materialized.

Provision, Contingent Liabilities and Contingent Assets :-

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

Retirement Benefits :-

(a) Contribution towards Provident Fund is being charged to revenue on accrual basis and is deposited to regional office of the concerned authority

(b) Provision for gratuity has been made on the method as prescribed in the respective act.

(c) Provision has been made for accrued leave salary due to the employees, computed with reference to un-availed leave of the employee at the year end.

Deferred Tax :-

Provision for Tax is made for current and deferred taxes. Current taxes is provided on the taxable income using applicable tax rates and tax laws.Deferred Tax Assets and Liabilities arising on account of timing differential and which are capable of reversal in subsequent periods are recognized using the Tax rates and Tax Laws that have been enacted or substantively enacted till the date of the Balance Sheet. Deferred Tax Assets are not recognized unless there is "Virtual Certainty" that Sufficient future taxable income will be available against which such Deferred Tax Assets will be realized.

Impairment of Assets :-

The carrying amount of assets are reviewed at each balance sheet date, if there is an Indication of impairment based on the internal and external factors.

Property, Plant and Equipments Note – 4

		GROSS BLOCK				DEPRECIATION		NET BLOCK
	As at	Additions	Sales/	As at	As at	Provided	As at	Net Value	Net Value
Description of Assets	1st April	during	Adjustment	31st March	31st March	during	31st March	of Assets	of Assets
	2019	the year	during	2020	2019	the year	2020	as at	as at
			the year					31-Mar-20	31-Mar-19
	Rs.	Rs.	Rs.	Rs.	Rs.	Rs.	Rs.	Rs.	Rs.
TANGIBLE ASSETS
LAND (Freehold)	18,46,851	0	0	18,46,851	0	0	0	18,46,851	18,46,851
(Previous year)	(18,46,851)			(18,46,851)			0	(18,46,851)
LAND (Leasehold) *	1,28,116	0	0	1,28,116	0	0	0	1,28,116	1,28,116
(Previous year)	(1,28,116)		0	(1,28,116)				(1,28,116)
BUILDINGS	2,06,19,700	0	0	2,06,19,700	1,07,33,516	3,10,967	1,10,44,483	95,75,217	98,86,184
(Previous year)	(2,06,19,700)			(2,06,19,700)	(1,04,22,549)	(3,10,967)	(1,07,33,516)	(98,86,184)
PLANT & MACHINERIES	15,32,98,314	9,600	0	15,33,07,914	9,55,08,159	64,99,741	10,20,07,900	5,13,00,014	5,77,90,155
(Previous year)	(15,31,90,054)	(1,08,260)		(15,32,98,314)	(8,90,25,007)	(64,83,152)	(9,55,08,159)	(5,77,90,155)
FURNITURE & FITTINGS	61,17,126	0	0	61,17,126	57,09,083	20,523	57,29,606	3,87,520	4,08,043
(Previous year)	(61,17,126)			(61,17,126)	(56,87,252)	(21,831)	(57,09,083)	(4,08,043)
VEHICLES	47,79,785	0	0	47,79,785	41,45,439	1,94,836	43,40,275	4,39,510	6,34,346
(Previous year)	(47,79,785)		0	(47,79,785)	(39,50,603)	(1,94,836)	(41,45,439)	(6,34,346)
TOTAL	18,67,89,892	9,600	0	18,67,99,492	11,60,96,197	70,26,067	12,31,22,264	6,36,77,228	7,06,93,695
TOTAL Previous Year	(18,66,81,632)	(1,08,260)	0	(18,67,89,892)	(10,90,85,411)	(70,10,786)	(11,60,96,197)	(7,06,93,695)
Capital Work in Progress	31,47,03,511	0	0	31,47,03,511	0	0	0	31,47,03,511	31,47,03,511
(Previous year)	(31,47,03,511)		0	(31,47,03,511)	0	0	0	(31,47,03,511)
Grand Total	50,14,93,403	9,600	0	50,15,03,003	11,60,96,197	70,26,067	12,31,22,264	37,83,80,739	38,53,97,206
(Grand Total Previous Year)	(50,13,85,143)	(1,08,260)	0	(50,14,93,403)	(10,90,85,411)	(70,10,786)	(11,60,96,197)	(38,53,97,206)

* - Note :- The Leasehold land was acquired in 1980 for a term of 99 years

NOTES TO ACCOUNTS

		As At 31.03.2020	As At 31.03.2019
	Rs.	Rs.	Rs.	Rs.
Notes No. 5
Long Term Loans & advances
(Unsecured, Considered good)
Advances recoverable in cash or kind
Considered Good	1,34,966		1,34,966
Considered Doubtful	-	1,34,966	-	1,34,966
		1,34,966		1,34,966
Notes No. 6
Security Deposits
(Unsecured, Considered good)		22,34,372		22,34,372

Notes No. 7
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following :-
Deferred tax Asset
Tax impact on difference between book value of		6,73,31,493		6,20,38,161
depreciable assets and written down value for tax
purposes
Deferred tax Liability		85,41,022		90,64,297
Tax impact of expenses charged to statement of
profit & loss but allowance under tax laws deferred
Net Deferred Tax Assets		5,87,90,470		5,29,73,864

Notes No. 8
Recognised deferred tax assets and liabilities
Other Non-Current Assets
(i) Interest accrued on deposits		5,856		2,54,469
(ii) Compensation on Land Acquired		61,889		61,889
		67,745		3,16,358

Note :- Government of Orissa had acquired 8.73 acres of unutilized portion of land of the Company for which the cost of the land has been proportionately reduced. Since the Government had not intimated the acquisition compensation of the land, deficit will be recognized in revenue on receipt of such intimation from the Government. It was found out that the relevant department of the Government of Orissa has still not recorded the acquisition in their record.

Notes No. - 9 9

Inventories
(As taken, valued and certified by the management)
Stock of Stores and Spare Parts (At Cost)	28,61,839	29,96,092
Stock of Packing Material (At Cost)	19,67,889	20,45,394
Stock of By Products (At Net Relisable Value)	1,40,594	1,40,594
Stock of Raw Material (At Cost)	1,25,26,207	1,31,18,334
Stock of Finished Goods (At Lower of Cost or Net Realisable Value) Stock of Work in Progress (At Cost)	4,02,81,737	4,56,28,133
Refractories Brick	1,05,20,260	1,53,65,380
	6,82,98,526	7,92,93,927

NOTES TO ACCOUNTS

	As At 31.03.2020		As At 31.03.2019
	Rs.	Rs.	Rs.	Rs.
Notes No. - 10
Trade Receivables
(Unsecured, Considered good)
Outstanding for a period exceeding six months	2,47,24,773		2,32,25,142
Less: Provision for doubtful receivables	(10,02,537)	2,37,22,236	(10,02,537)	2,22,22,605
Other debts		-		-
		2,37,22,236		2,22,22,605

Note :- Private companies in which any director is a director or member: Trade receivables outstanding for a period exceeding six months from the date they were due for payment :- Jekay International Track (P) Ltd. Rs. 2,87,163/- (Previous year Rs. 2,87,163/-)

Notes No. - 11
Cash and Cash Equivalents
Cash in hand		70,955		12,194
Balances with banks
- in current accounts	1,76,939		20,37,017
- in debit Balance in Cash Credit A/c	551	1,77,490	551	20,37,568
		2,48,445		20,49,762
Notes No. - 12
Others bank Balances
- in EEFC account	3,35,799		3,09,314
- in deposit account	8,74,086	12,09,885	7,02,070	10,11,384
		12,09,885		10,11,384
Notes :- Balances with banks include deposits amounting to Rs 3,44,652/- as margin monies.
Notes No. - 13
Advances Recoverale in Cash or in Kind
(Unsecured, Considered good)
Loans and advances to employees	2,63,677		2,56,677
Less : Provision for doubtful advances	-	2,63,677	-	2,56,677
		2,63,677		2,56,677

Notes No. - 14 Other current assets
Balance with statutory / government authorities
(i) Sales Tax Recoverable	14,43,841		14,43,841
(ii) Cenvat credit receivable	23,61,436		21,73,423
(iii) VAT tax credit receivable	1,96,970		1,96,970
(iv) Export Benefit Receivable	-		-
(v) Income Tax Refundable	1,46,000		1,46,000
(vi) Advance Payment of Income Tax	2,04,862	43,53,109	3,59,950	43,20,184

Notes :-

Sales Tax Recoverable include amount of Rs 6.53 lacs (Previous year Rs 6.53 Lacs) ) collected by Sales Tax authorities against demand not acknowledged by the Company.

NOTES TO ACCOUNTS

Notes No. 15
SHARE CAPITAL		As At 31-03-2020		As At 31-03-2019
	Nos.	Rs.	Nos.	Rs.
(a) Capital Structure
Authorised
Equity Shares of Rs.10/- each	20400000	20,40,00,000	20400000	20,40,00,000
Issued
Equity Shares of Rs.10/- each	20400000	20,40,00,000	20400000	20,40,00,000
Subscribed & Paid up
Equity Shares of Rs.10/- each fully paid up	20361450	20,36,14,500	20361450	20,36,14,500
(b) Share Capital Reconciliation
Equity Shares
At the beginning of the period	20400000	20,40,00,000	20400000	20,40,00,000
Issued during the period	-	-	-	-
Outstanding at the end of the period	20400000	20,40,00,000	20400000	20,40,00,000

(e) The rights, preference and restrictions including restrictions on the distribution of dividends and the repayment of capital :-

The Company have two class of shares i.e. Equity & Preference carrying a nominal value of Rs 10 each and Rs 100 each respectively. Each holder of equity Shares is entitled to one vote per share. The Company shall declare and pay dividend in Indian Rupees. When the company have distributable profit, the company shall propose dividend, subject to the approval of shareholders in annual general meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all prefential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. Also the preference shares shall be redeemed only when the company have distributable profits which would otherwise be available for dividend or out of proceeds of fresh issue of shares made for the purpose of redemption, hence for the year under review the shares shall not be redeemed

STATEMENT OF CHANGES IN EQUITY

Note No. 16

A. Equity Share Capital

Balance at the beginning of the reporting period	Changes in equity share capital during the year	Balance at the end of the reporting period
20,40,00,000	-	20,40,00,000

B. Other Equity Amount in Rs.

			Reserves and Surplus		Equity Instruments
	Capital Reserve / Central Subsidy	Securities Premium Reserve	Share Forfeiture Money (38550 Equity Shares)	Retained Earnings	through Other Comprehensive Income	Total
Balance as at 01.04.2018	15,00,000	13,50,00,000	1,20,125	(24,30,70,582)	-	(10,64,50,457)
Changes in accounting policy or prior period errors						-
Restated balance at the
beginning of the reporting						-
period
Transfer From retained
earnings			-			-
Total Comprehensive Income for						-
the year
Net profit after tax for the year				(1,65,08,810)		(1,65,08,810)
Dividends				-		-
Dividend Distribution Tax				-		-
Transfer to General Reserve				-		-
Others						-
Balance as at 31.03.2019	15,00,000	13,50,00,000	1,20,125	(25,95,79,392)	-	(12,29,59,267)

			Reserves and Surplus
	Capital Reserve / Central Subsidy	Securities Premium Reserve	Share Forfeiture Money (38550 Equity Shares)	Retained Earnings	Equity Instruments through Other Comprehensive Income	Total
Balance as at 01.04.2019	15,00,000	13,50,00,000	1,20,125	(25,95,79,392)	-	(12,29,59,267)
Changes in accounting
policy or prior period errors				-		-
Restated balance at the
beginning of the reporting						-
period
Transfer From retained
earnings			-			-
Total Comprehensive Income for
the year						-
Net profit after tax for the year				(1,48,42,586)		(1,48,42,586)
Dividends				-		-
Dividend Distribution Tax				-		-
Transfer to General Reserve				-		-
Others						-
Balance as at 31.03.2020	15,00,000	13,50,00,000	1,20,125	(27,44,21,978)	-	(13,78,01,853)

NOTES TO ACCOUNTS

		As At 31.03.2020	As At 31.03.2019
Notes No.17	Nos.	Rs.	Nos.	Rs.
Ors Fin.Liabilities (Preference Shares)
Redeemable Cumulatve Preference Shares 11% Redeemable Cumulatve Preference Shares Rs. 100/- each fully paid up	14,980	14,98,000	14,980	14,98,000
0% Redeemable Preference Shares of Rs. 100/- each fully paid up	28,22,191	28,22,19,100	28,22,191	28,22,19,100
		28,37,17,100		28,37,17,100

The rights, preference and restrictions including restrictions on the distribution of dividends and the repayment of capital :-

11% Redeemable Cumulative Preference shares were redeemable before September 1995 by giving six months notice by such redemption to the holders thereof. However, as per the terms of the Sanctioned Rehabilitation Scheme, the preference Shares are to be continued with roll over option for another 5 years and no interest is payable during such rehabilitation period. Accordingly, no provision for any interest has been made during the year. Due to non-availability of profit, no provision has been made for payment of dividend to the Preference Shareholders; cumulative from the date of allotment i.e 20th September 1980 upto the due date of redemption amounting to Rs 41.60 Lacs or the dividend payable thereafter. Further 0% Redeemable Preference Shares shall be subject to redemption when the Company has distributable profit. Hence, for the year under review the Shares shall not be redeemned

Issue of Shares :- 9,00,000 0% Redemmable Preference Share of Rs. 100/- at par has been issued and allotted by the Company by conversion of unsecured Loans during the financial year ended on 31st March 2017.The Preference Shares shall from the date of allotment rank pari-passu in all respects with all other preference shares of similar category in the Company then on issue.The Preference shares shall be redeemed before the expiry of 20 years when the company has distributable profits and upon mutual consent of the allottees and company with an option to redeem at the sole discretion of the company at any time after the expiry of thirty six month from the date of the allotment, at par or at a premium out of the distributable profits of the company.

NOTES TO ACCOUNTS

		For the year	For the year
Notes No. 18		2019-20	2018-19
	Rs.	Rs.	Rs.	Rs.
Other Long Term Liabilities
Trade / Security Deposits	1,00,868		1,00,868
Provision on Leave encashment & Gratuity Payable	14,86,102	15,86,970	14,79,122	15,79,990

Notes No. - 919
Short Term Borrowings
Unsecured Loans
Loan Repayable on Demand from Related Parties		14,03,11,958		14,06,43,288

Notes :-
Unsecured Loans are repayable on Demand

Notes No. - 920
Trade payables
Trade payables :-
Other than acceptances Micro, Small and Medium Enterprises others		2,35,08,138		2,30,28,913


Notes No. - 921
Other Financial Liabilities
Statutory remittances	6,10,885		2,02,730
Canara Bank Book Overdraft	1,15,140
Advance against Sales	23,00,000
Advance from customers	1,97,41,332	2,27,67,357	2,03,84,051	2,05,86,781

Notes No 22
Revenue from operations
Sale of Products
Refractory Bricks	38,77,422		95,46,684
Castables & Monolithic	1,09,74,141		54,79,332
Coal Tar	-	1,48,51,563	22,000	1,50,48,016
Others
Raw Materials		3,44,717		37,889

		1,51,96,280		1,50,85,905
Other Operating Revenue
Sales of Scrap		77,854		40,54,694
		1,52,74,134		1,91,40,599

NOTES TO ACCOUNTS

			For the year	For the year 2018-19
Notes	23		2019-20
	Other Income	Rs.	Rs.	Rs.	Rs.
	Interest Income
	Interest (Gross)	46,096		61,018
	Interest on IT Refunds	16,670	62,766	-	61,018
	Other Non Operative Income
	Liabilities / Provisions Written Back	-		1,25,00,000
	Sundry Balances Written Off	-		28,18,614
	Misc. Income - Insurance Claims Received	11,54,520		18,500
	Misc. Income - Others	159693
	Land Acquired Compensation Received	74,70,816		13,06,316
	Prior Period Adjustments	68,537		87,169
	Exchange Fluctuation	26,485		20,497
	Round off	-	88,80,051	1	1,67,51,097
			89,42,817		1,68,12,115

Notes	24 Cost of Material Consumed
	Opening Stock	1,31,18,334		1,09,54,868
	WIP (Transferred )	-		21,97,918
	Purchases	42,51,883		21,55,841
		1,73,70,217		1,53,08,627
	Less: Cost of Material Sold	4,69,026	1,69,01,191	43,033	1,52,65,594
	Closing Stock		1,25,26,207		1,31,18,334
	Cost of Material Consumed		43,74,984		21,47,260

Notes	25
	Changes in inventories of finished goods,
	work-in-progress and stock-in-trade
	Inventories at the end of the year :-
	Finished goods	4,02,81,737		4,56,28,133
	Work-in-progress	1,05,20,260		1,53,65,380
	By-Products	1,40,594	5,09,42,591	1,40,594	6,11,34,107
	Inventories at the Beginning of the year :-
	Finished goods	4,56,28,133		5,70,48,743
	Work-in-progress	1,53,65,380		3,40,16,352
	Less : Tfd to Raw Materials	-		(21,97,918)
	By-Products	1,40,594	6,11,34,107 1,01,91,516	1,96,640	8,90,63,817 2,79,29,710

Notes	26
	Employee Benefits Expenses
	Salaries ,Wages and other allowances		16,17,555		18,15,457
	Contribution to provident and other funds		52,324		59,300
	Staff welfare expenses		82,735		2,44,400
			17,52,614		21,19,157

NOTES TO ACCOUNTS

		For the year		For the year
		2019-20		2018-19
		Rs.	Rs.	Rs.	Rs.
Notes	27
	Other Expenses
	Cost of Material Sold		4,69,026		43,033
	Consumptions of Packing Materials		11,38,311		3,27,126
	Consumptions of Stores & Spares		1,34,953		-
	Electricity and Power		15,66,498		17,66,853
	Manufacturing Expenses		9,42,359		5,60,024
	Repairs & Maintenance :
	To Plant & Machinery	8,82,966		13,49,944
	To Building	27,041		1,77,616
	To Others	9,72,725	18,82,732	14,97,002	30,24,562
	Carriage outward		1,26,000		1,21,200
	Sales Promotion
	Rent		16,75,035		4,01,668
	Bank Charges		7,117		16,056
	Rates & Taxes		2,500		2,500
	Settlemet of Cenvat Under SVLDRS		2,76,136		-
	Telephone Charges		65,039		79,651
	Insurance charges		1,87,196		1,28,375
	Computer Expenses		12,813		25,196
	Books & Periodicals				-
	Printing & Stationery		93,497		92,133
	Filing Fees		13,100		8,507
	Postage & Courier Charges		1,21,457		77,710
	Professional & Consultancy Charges		19,92,627		19,64,954
	Conveyance, Tour & Travels		19,75,396		16,27,652
	Prior Period Expenses/ Adjustments		-		4,100
	Payment to auditors - Audit Fees*		75,000		60,000
	General Expences		16,713		37,562
	Listing Fees		3,00,000		2,50,000
	Subscription Fees & Expenses		3,19,527		2,31,357
	Watch & Ward Office Maintenance		25,91,875 1,93,482		17,67,611 2,18,175
	Miscellaneous Expenses		1,65,162		3,35,728
			1,63,43,551		1,31,71,733
	Notes :-
	Payment to Auditors Comprise (net of service Tax, input Credit where applicable)
	As Auditors - StatutoryAudit		60,000		60,000
	For Tax Audit		15,000		-
	For Other Service		-		-
			75,000		60,000
	Miscellaneous Expenses
	Round off		8		-
	TDS - Others Payments Guest House Expenses		- 16,873		11 15,312
	Interest (other) A/c		4,660		98,798
	Electricity Charges		70,370		1,56,242
	Sales Promotion Expenses		-		27,800
	Newspaper & Periodicals		1,300		1,965
	Trademark Renewal Fees		-		10,000
	Transport Charges A/c		71,951		25,600
			1,65,162		3,35,728

NOTES TO ACCOUNTS

	Notes No. - 28	As At 31.03.2020 Rs. In Lakhs	As At 31.03.2019 Rs. In Lakhs
(a)	Contingent Liabilties
	Sales Tax	96.28	96.28
	Water Charges	7.14	7.14
	Suit Pending against the Company	9.94	9.94
	Orissa Entry Tax	4.17	4.17
(b)	Commitments
	Estimated amount of contract remaining to be executed
	on Capital account and not provided for Tangible assets	1,238.93	1,238.93

		31-Mar-20		31-Mar-19
{c)	Details of unhedged foreign currency Exposures	Receivable/ (Payable) Rs	Receivable/ (Payable) \$	Receivable/ (Payable) Rs	Receivable/ (Payable) \$
	Payable in foreign exchange Receivable in foreign exchange	(1,21,98,576) - (1,21,98,576)	(1,84,032) - (1,84,032)	(1,21,98,576) - (1,21,98,576)	(1,84,032) - (1,84,032)
(d)	Value of imports calculated on CIF basis :		31-Mar-20 Rs		31-Mar-19 Rs
	Raw materials		-		-
(e)	Expenditure in foreign currency : Royalty
	Professional and consultation fees Interest		- -		- -
	Other matters		-		-

(f) Details of consumption of imported and indigenous items

			31-Mar-20		31-Mar-19
			%	Rs	%	Rs
		Imported
		Raw materials	0.00%	-	0.00%	-
		Components	0.00%	-	0.00%	-
		Spare parts	0.00%	-	0.00%	-
		Indigenous		-		-
		Raw materials	100.00%	43,74,984	100.00%	21,47,260
		Components		-		-
		Spare parts		-		-
				43,74,984		21,47,260
				31-Mar-20		31-Mar-19
(g)		Earnings in foreign currency :		Rs		Rs
		Export of finished goods calculated on FOB basis		-		-
(h)		Earnings per share :
	(a)	Continuing operations
		Net profit / (loss) for the year from continuing operations
		attributable to the equity shareholders		(1,48,42,586)		(1,65,08,810)
		Weighted average number of equity shares		2,03,61,450		2,03,61,450
		Par value per share		10		10
		Earnings per share from continuing operations - Basic & Diluted		(0.73)		(0.81)
	(b)	Total operations
		Net profit / (loss) for the year from continuing operations
		attributable to the equity shareholders		(1,48,42,586)		(1,65,08,810)
		Weighted average number of equity shares		2,03,61,450		2,03,61,450
		Par value per share		10		10
		Earnings per share from continuing operations - Basic & Diluted		(0.73)		(0.81)

NOTES TO ACCOUNTS

Notes No. - 28 Contd...

(i) Details of related parties

Description of relationship	Names of related parties
Ultimate Holding Company	N.A.
Holding Company	N.A.
Ultimate Holding Company	N.A.
Subsidiaries	N.A.
Fellow Subsidiaries (to be given only if	N.A.
Associates	N.A.
Key Management Personnel (KMP)	Mr. Vimal Prakash,Mr .Vijay Kumar Agarwal Mr. S Asokan, Mr. Aditya Purohit, Mr. Avik Chakraborty, Mr. Tapas Tirtha, Mr. Krishna Sharma , Mr Alok Sharma, Mr Kukti Kishore Sahoo
Relatives of KMP	Kamal Praksh (HUF), Raj Rani Agarwal, Vimal Praksh (HUF), Sushil Kumar Agrawal .
Company in which KMP / Relatives of KMP can exercise significant influence	Jekay International Track Pvt Ltd.,Ambarella Cap Fin Private Limited NRL Clayburn Ltd., P P Supliers & Agencies (P) Ltd., Pushpak Dealcom (P) Ltd, Unimark International (P) Ltd, Think Finance Pvt. Ltd., Bhumika Vintrade Pvt. Ltd., Capricorn Complex Pvt. Ltd, Chaturang Commercial Pvt. Ltd, Doon Valley Finance & Leasing Ltd, Subhankar Mercantile Pvt. Ltd.Rajtilak Mercantile Pvt. Ltd.

Note: Related parties have been identified by the Management.

Details of related party transactions during the year ended on 31st March, 2020 and balances outstanding as at 31st March, 2020

Particulars	Relatives of KMP KMP			Entities in which KMP / relatives of KMP have significant influence
	2020	2019	2020	2019	2020	2019
Sales
NRL Clayburn Ltd					1,38,53,431	67,27,142
Remuneration
S Ashokan			3,26,755	1,32,670
M K Sahoo			2,41,520	2,22,520
Alok Sharma			12,581	-
Krishna Sharma			2,25,214	2,15,608
Loan Taken
Rajtilak Mercantile Pvt. Ltd.						90,50,000
Ambarella Cap Fin Private Limited						1,50,000
Loan Repaid
Ambarella Cap Fin Private Limited			25,00,000	-	-	-
P P Supliers & Agencies (P) Ltd			25,00,000	-	-	-
Sushil Kumar Agrawal			-	39,00,000	-
Vijay Kumar Ageawal			-	51,50,708
Loan (Outstanding Balance)
Ambarella Cap Fin Private Limited				2,98,71,973		2,77,03,303
P P Supliers & Agencies (P) Ltd				3,04,22,648		3,29,22,648
Pushpak Dealcom (P) Ltd				2,83,50,000		2,83,50,000
Rajtilak Mercantile Pvt. Ltd.				90,50,000		90,50,000

NOTES TO ACCOUNTS

Notes No. - 28 Contd...

(j) Voluntary Retirement Scheme (VRS) was introduced under which terminal date of employment was fixed as 31st July 2002. Provision for unpaid compensation has been made for the employees who have not taken the same. Modified Golden Handshake Schemes containing similar benefits as that of Voluntary Separation Scheme were introduced (in respect of exemployees who were separated under the Golden Handshake Scheme 3 & 4) wherein cut off date for computation of compensation was kept as 31st July 2002. Provision for unpaid lump sum payment has been made for the ex-employees who have not taken the same.
(k) Confirmation of Parties concerned for amount due, receivable from and/or payable to them as per the accounts of the company were not received. Necessary adjustment, if any, shall be done at the time of settlement of respective account.
(l) The financial result of the company pertains to operations related to refractories which is the only significant business segment of the Company as per AS-17 issued by the ICAI.
(m) There are no Micro, Small and Medium enterprises to whom the company owes dues, which are outstanding for more than 45 days as at March 31, 2020. The above information regarding micro, small and medium enterprises have been determined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the auditors
(n) In view of unabsorbed losses and unabsorbed depreciation brought forward, there being no tax liability, hence no provision for current Income Tax have been made during the year.
(o) Ind AS has become effective from 1 April, 2017 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / rearranged / recasted wherever considered necessary.
(p) In the opinion of the management, aggregate value of current assets and other loans and advances on realization in the ordinary course of business will not be less than the amount at which these are stated in the balance sheet.
(q) Due to outbreak of COVID 19 globally and in India, the Company's management has made initial assessment of no material impact on business and financial risks. The management does not see any medium to long term risks in the Company's ability to continue as going concern and meeting its liabilities as and when they fall due. Due to the nature of the pandemic, the Company will continue to monitor developments to identify significant uncertainties relating to revenue in future periods.
(r) Previous year's figure have been regrouped and rearranged wherever considered necessary.

			As per our Report of even date

For T More & Company Firm Registration No. 327844e Chartered Accountants Niraj Jalan Vimal Prakash

(Tanisha More) (Proprietor) (M. No. 301569)

Place: Kolkata Mukti Kishore Sahoo Company Secretary Whole Time Director Date : 23-07-2020 CFO M.No. 60361 DIN : 07019583

Alok Sharma Saravanan Asokan

As per our Report of even date For and on behalf of the Board of Directors

Director Director DIN : 00551970 DIN : 00174915

CIN: L269390R1 977PLC000735 30, J.l. Nehru Road, Kotkata - 700016, W8 Ph.: 03:l- 224 99511

Date: 04.12.2020

To SSE Limited Department of Corporate Services Floor 25, PJ.Towers Dalal Street Mumbai•400001 Scrip Code: 502294

Dear Sir/Madam,

Sub: Submission of the Annual Report for the Finan<lal Year 2019-20

In Compliance with Regulation 34 of the SE81 (LODR) Regulations 201S, we are forwarding herewith the Annual report for the Financial Year 2019·20 along with the Notice of AGM to be held on 2a•h December 2020.

•

This is for your information and records.

Thanking You, Yours Faithfully, For Nilachal Refractories limited

For Nilachal Refractories Ltd.

AllY ,,£ e ,v-Company Secrttorv

Alok Sharma Company Secretary & Compliance Officer

AI assistant

Nilachal Refractories Ltd. — Proxy Solicitation & Information Statement 2020

63496_rns_2020-12-04_f1c662dd-00ff-49ef-a3b5-313bbd26020e.pdf

43rd

ANNUAL REPORT

2019-2020

NILACHAL REFRACTORIES LIMITED

ORDINARY BUSINESS

SPECIAL BUSINESS

3. Appointment of Mr. Vinay Agarwal (DIN: 02341559) as a Non-executive and Non-Independent Director of the Company

NOTES:

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 3: Appointment of Mr. Vinay Agarwal (DIN: 02341559) as a Nonexecutive and Non-Independent Director of the Company

Item No. 4: Appointment of Mr. Sundaresan Radhakrishnan (DIN 00009818) as a Non-executive and Independent Director of the Company

Item No. 5: Appointment of Mrs. Bindu Jain (DIN 07159504) as a Nonexecutive and Independent Director of the Company

Item No. 6: Appointment of Mr. Bhagwati Prasad Jalan (DIN-00551459) Non-Executive and Non-Independent Director of the Company

Item No. 7: Appointment of Mr. Saravanan Asokan (DIN-07019583) as a Whole Time Director of the Company

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DIRECTOR REPORT

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FINANCIAL HIGHLIGHTS(Rupees in crores)

FINANCIAL REVIEW

DIVIDEND:

TRANSFER TO RESERVES

HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES

MATERIAL CHANGES AND COMMITMENTS

ADOPTION OF INDIAN ACCOUNTING STANDARDS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

RISK MANAGEMENT

DIRECTORS

KEY MANAGERIAL PERSONNEL

MEETINGS OF BOARD OF DIRECTORS

EXTRACT OF ANNUAL RETURN

INDUSTRIAL RELATIONS

DIRECTORS' RESPOSIBILITY STATEMENT

PARTICULARS OF EMPLOYEES

FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

The Criteria for performance evaluation are as under:-for CEO, WTD and Non-executive Directors:-

Performance Evaluation of Board:-

Performance Evaluation of the Board Level Committees:-

Fraud Reporting (Required by Companies Amendment Bill, 2014)

AUDIT AND AUDITOR'S REPORT

SECRETARIAL AUDIT REPORT

BOARD'S COMMENTS ON AUDITOR'S REPORT

COST RECORDS AND COST AUDIT

COMPOSITION OF AUDIT COMMITTEE

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ETC

PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

INTERNAL COMPLAINTS COMMITTEE

VIGIL MECHANISM

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

INSURANCE

DEPOSITS

CAPITAL STRUCTURE

LISTING

CORPORATE SOCIAL RESPONSIBILITY:

APPRECIATION

ANNEXURES TO DIRECTORS ' REPORT

ANNEXURE-I

A. CONSERVATION OF ENERGY :-

(a) Energy conservation measures taken:

(b) Additional investments and proposals, if any, being implemented for the reduction of consumption ofenergy:

B.TECHNOLOGY ABSORPTION :

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Form-A

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption:

B. Consumption per unit ofproduction

Form B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

Nilachal Refractories Ltd. Proxy Solicitation & Information Statement 2020