The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Balance Sheet & Profit and Loss Account for the year ended 31.03.2018.

FINANCIAL RESULTS

The operating results for the year 2017-2018 are given below : -

(Rs. in Lakhs)

FINANCIAL PERFORMANCE:

The Financial Statements for the year ended March 31, 2018 have been prepared under Ind AS (Indian Accounting Standards) for the first time by the Company. To ensure comparative figures, the financial statements for the year ended March 31, 2017 have been restated in accordance with Ind AS.

Members aware a Scheme of amalgamation with appointed date being 1st April, 2017 whereby the Holding Company, Interfit India Limited and 100% Wholly Owned Subsidiary Company, Merit Industries Limited were to be merged was submitted for sanction with the Hon’ble National Company Law Board, Chennai Bench pending sanction the Company could not circulate the audited merged accounts earlier. Now since the Scheme of Amalgamation has been approved by the Hon’ble National Company Law Board, Chennai Bench by their order dated 25th March, 2019 with effective date being 29th March, 2019 the duly audited merged accounts are being presented before the members for their approval. Your directors confirm that the directives of Hon’ble National Company Law Tribunal, Chennai Bench have complied with.

ALLOTMENT OF SHARES AND CHANGES IN CAPITAL STRUCTURE INCREASE IN AUTHORIZED SHARE CAPITAL

The Authorised Share Capital of the Company has increased from Rs. 13.75 Crores comprising of 87,50,000 equity shares of Rs. 10/- each and 5,00,000 preference shares of Rs. 100/- each to Rs. 29.50 Crores comprising of 2,45,00,000 equity shares of Rs. 10/- each and 5,00,000 preference shares of Rs. 100/each by virtue of the Order on Scheme of Amalgamation passed by Hon’ble National Company Law Tribunal, Chennai Bench.

INCREASE IN PAID-UP SHARE CAPITAL

Pursuant to the Order on Scheme of Amalgamation passed by Hon’ble National Company Law Tribunal, Chennai Bench, 3 (three) equity shares of Rs. 10/- each of the Company shall have to be allotted for every 2 (two) equity shares of Rs. 10/- each held by the Shareholders of Interfit India Limited, the Transferor Company - 1. Consequently, the paid-up share capital of the Company shall increase from 83,20,000 equity shares of Rs. 10/- each to 90,83,182 equity shares of Rs. 10/- each valuing Rs 9,08,31,820/Pursuant to the Order on Scheme of Amalgamation passed by Hon’ble National Company Law Tribunal, Chennai Bench, 1 (one) 9% Non-Convertible Non-Cumulative Redeemable Preference Share of Rs. 100/each of the Company shall have to be allotted for every 1 (one) preference share of Rs. 100/- each held by the Preference Shareholders of Merit Industries Limited, the Transferor Company- 2. Consequently, the paid-up preference share capital of the Company shall increase to Rs. 4,00,00,000.

The total paid up capital of the Company is Rs 13,08,31,820/

FINANCIAL PERFORMANCE:

The Company’s gross income for the financial year ended 31st March, 2018 was Rs. 6467.03 lacs compared to Rs.6,960.83 lacs in the previous year. The profit before tax for the Company is Rs. 1221.99 lacs as against Rs. 1,596.03 lacs in the previous year. The depreciation for the year is Rs.268.54 lacs compared to Rs.104.95 lacs in the previous year. After providing Taxation, the Company’s net profit stands at Rs.775.04 lacs against Rs.1,014.45 lacs in the previous year.

An amount of Rs 2531.43 lacs is to be carried over to Balance Sheet after appropriation of Dividend on Equity Shares including Dividend Tax.

The Net worth of the company is at Rs.4716.06 lacs as on 31.03.2018 as against Rs.2,772.61 lacs in the previous year.

DIVIDEND

The Company has not declared any interim dividend during the year under review and is not proposing to declare any final dividend. Further the Company has not transferred any amount to reserves during the year.

PERFORMANCE:

The Company continued to manufacture and market high quality piping products meeting international standards. The Sales was increased in volume term; but both sales and margins were lowered in value term due to price reduction to with stand the Chinese competition and subdued exchange rate conditions.

The Company hopes to improve the margins during the current year unless any changes In the international scenario affect the Company results and also considering favorable exchange rates.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT TRENDS & DEVELOPMENT

Domestic market has been improving for the products manufactured by our Company. The export market has also showing some strength amidst the competition by China.

We hope to generate sizable volume of business this year and the new products developed and likely to be introduced during the second half of the year will also help us to have strong domestic market revenue.

Material Developments during the year under review that occurred between end of the financial year and date of this report - Scheme of Amalgamation of Interfit India Limited and Merit Industries Limited with the Company

The Scheme of Amalgamation of Interfit India Limited and Merit Industries Limited with the Company, which was initiated in January, 2018 reached the major stages during September, 2018.

Taking into consideration this scenario, the Board decided to apply for extension of time to hold the Twenty Fifth Annual General Meeting to the Registrar of Companies so that the merged accounts can be presented for approval of shareholders. The Registrar of Companies granted an extension of three months i.e. till 31st December, 2018, to hold the Twenty Fifth Annual General Meeting.

The meeting of shareholders of the Company was convened on 5th December, 2018 as directed by the Hon’ble National Company Law Tribunal, Chennai Bench for approving the scheme and the scheme was duly approved with the requisite majority. More than 90% of the value of the unsecured creditors of the Company gave their consent for the amalgamation and so the meeting of unsecured creditors of the Company has been dispensed with.

Based on the approvals of share holders and creditors the petitions by the Companies were filed before the Hon’ble National Company Law Tribunal, Chennai on 14.01.2019.

The Scheme was sanctioned by Hon’ble National Company Law Tribunal, Chennai by an order dated 25th March 2019 and came into effect on 29th March, 2019.

DIRECTORS

Mr M Loganathan, Director, resigned from Directorship on 13.12.2017 due to his professional pre-occupation.

Mrs Panath Anitha, Whole Time Director, who retires by rotation, and being eligible, offered herself for reappointment.

Mr Arjunaraj Dhananjyan, was appointed as an Additional and Independent Director with effect from 13.12.2017

Mr Chenniappan Selvakumar, was appointed as an Additional and Independent Director with effect from 13.12.2017

KEY MANAGEMENT PERSONNEL

Mr. A.V. Palaniswamy, Managing Director, Mrs Panath Anitha, Whole Time Director, Mr Jayaram Govindarajan, Whole Time Director, Mr. J. Saravanan, Chief Financial Officer and Mr. S. Aravinthan, Company Secretary of the Company are the Key Management Personnel as per the provisions of the Companies Act, and rules made there under.

Mrs Panath Anitha, was re-appointed as the Whole Time Director with effect from 14.02.2018 Mr A V Palaniswamy, was re-appointed as the Managing Director with effect from 01.01.2019

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any Subsidiary, Joint Venture or Associate Company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the Financial Statements of your Company’s Subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached to the Financial Statements of your Company as Annexure 1.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of your Company, Financial Statements along with relevant documents are available on the website of your Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors further report that

(i) in the preparation of annual accounts the applicable accounting standards have been followed and there were no material departures;

(ii) the accounting policies selected have been applied consistently, prudent judgments and estimates have been made to give a true and fair view of the state of affairs of the company as at 31st March 2018 and of the Profit of the company and the cash flow statement for the year ended 31.03.2018.

(iii) they have 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;

(iv) the annual accounts have been prepared on a going concern basis.

(v) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively Internal financial control means the policies and procedures adopted by the Company 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.

(vi) 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.

CODE OF CONDUCT

All Directors and senior management of the Company have affirmed Compliance with the Code of Conduct of National Fittings Limited for the financial Year ended 31st March 2018.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

NUMBER OF BOARD MEETINGS

During the year, 7 (Seven) Board Meetings were convened and held, the details of which are given in Corporate Governance Report.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The company shall have such person on the Board who complies with the requirements of the Companies Act, 2013.

Directors/KMPs shall be persons of sound integrity and honesty, apart from knowledge, experience etc in the respective fields.

Composition of the Board shall be in compliance with the requirements of the Companies Act, 2013.

No person less than the age of 21 years shall be appointed as the director of the Board.

The Executive Directors are paid with remuneration as approved by the members but are not paid sitting fees.

Independent directors are not entitled for ESOPs

Managing Director, Whole Time Director, Company Secretary and Chief Financial Officer shall be the Key Management Personnel (KMPs) of the Company.

All persons who are Directors, KMPs, members of Senior Management and all the employees shall be abide by the code of conduct.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

1. Nomination and Remuneration Committee of the Board prepared and sent through its Chairman Draft feedback form for evaluation of the Board and independent directors.

2. Independent Directors at a meeting of themselves considered and evaluated the Board’s performance, performance of the Chairman and other non-independent Directors.

3. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review are given in para 2.2 of Notes forming part of the financial statements.

There were no loans, guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions that were entered during the financial year were in the ordinary course of the business of the Company.

There were no materially significant related party transactions entered by the Company with its promoters, Directors, Key Management Personnel and other persons which may have a potential conflict with the interest of the Company.

All the related party transactions are placed before the Audit Committee for approval. For the business transactions with the related parties which are of repetitive nature as well as for the normal business transactions which cannot be foreseen prior omnibus approval from the Audit Committee are obtained and accordingly required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The Policy on materiality of related party transactions and also on dealing with the related party transactions as approved by the Audit Committee and Board of Directors is uploaded on the Company’s web-site and the link for the same is https://www.nationalfitting.com.

The particulars of Contracts or Arrangements with the related parties made under Section 188 of the Companies Act, 2013 are furnished in Annexure - 2 and are attached to this report.

SHARES

There was no issue of fresh equity shares during the financial year. No Bonus Shares were issued. The Company has not issued any Sweat Equity Shares and not provided any Employee Stock Option Scheme. The Company has not bought back any of its securities during the year under review.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements.

The Company also assures that internal controls are operating effectively.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year and the date of the report.

RISK MANAGEMENT POLICY

Potential risk for the business of the Company and steps to be adopted by the Company to handle the risks has been reviewed regularly. Following are the few risks and the methods to be adopted by the Company to handle them.

1) Market Risk

Input costs have increased nearly 20% resulting in the total cost increase by 10-12%. Due to the increased competition from China and other companies using China as a manufacturing base has resulted in reduction of selling price nearly 20% from last year prices. Cost increase and the reduction in selling price has eroded our margin substantially. Export market is becoming more and more unviable.

Company is taking effective steps to increase our domestic market share by appointing distribution network and regional sales personnel.

2) Exchange Risk

Indian currency did not depreciate enough to offset the input cost increase and to meet the low cost products from China in the international markets. China has depreciated their currency nearly 10% during the last six months.

3) Power

Company has been buying wind power for nearly 10 months of the year and has resulted in reduction of power cost in total cost of production. Grid power supply has improved substantially.

4) Manpower Requirement

Company continuous to rely on expat labour from northern belt for nearly 70% of work force due to non-availability of local labour in production areas. Cost of manpower has nearly doubled in the last one year. Company has installed more automated machine operations to reduce manpower.

5) Product Development

To meet the cost of production, Company has taken steps to re-design the products by optimizing the weight without scarifying performance and has resulted in input cost reduction.

Company has taken steps to diversify the product base into pumps for domestic and international market requirements. Design will be attractive enough to get a acceptable share of the domestic and export market. Developed models are under testing and will be into production line during the current year. Company will provide the major components like casting in Iron and Stainless Steel. Machining and assembly will be done by outside sources.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Board level Committee of CSR has been constituted and the Board has adopted a CSR Policy as recommended by the Committee.

The Company completed the construction of a school building at a Government Municipal School at Madhapur village at a cost of Rs 34.56 lacs.

The Annual Report on the Company’s CSR activities is furnished in Annexure 3 and attached to this report ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure 4 and is attached to this Report.

LEGAL COMPLIANCE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company.

The annual report of the Company contains a certificate by the Chief Executive Officer and Managing Director in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations. The Certificate in this regard is attached as Annexure 5 to this Report.

The Chief Executive Officer / Chief Financial Officer (CEO/CFO) certification as required under SEBI Listing Regulations is attached as Annexure 6 to this Report. Related Party disclosures/transactions are detailed in Note 2.29 of the Notes to the financial statement.

SEXUAL HARASHMENT

Company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at work place and matters connected therewith. During the year ended 31st March, 2018, no complaint was received under the policy.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has unclaimed dividend amounting to Rs. 87,27,590/Pursuant to the provisions of Section 124 (5) of the Companies Act, 2013, unclaimed dividend of Rs 1,93,280/, which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund for this financial year..

The details of the unpaid and unclaimed dividend lying with the Company has been uploaded on the website of Ministry of Company Affairs.

Pursuant to the provisions of Section 124 (6) of the Companies Act, 2013, 78780 equity shares accompanying dividend which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund in this financial year.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) & (ii) The ratio of the remuneration of each Director to the median and mean remuneration of the employees of the company for the financial year and the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

iii) The percentage increase in the median remuneration of employees in the financial year: 10%

iv) The number of permanent employees on the rolls of the Company: 111

v) Explanation on the relationship between average increase in remuneration and company performance:

On an average, employees received an increase of 19% during the financial year 2017-18. The remuneration components include a fair proportion of fixed and variable pay. The increase in remuneration is in line with the market. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

vi) Comparison of the remuneration of the key managerial personnel against the performance of the Company:

(In Lacs)

vii) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

(In Lacs)

viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2017-18 was 15.28%. Percentage increase in the managerial remuneration for the year was 18.14%

ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company:

x) The key parameters for any variable component of remuneration availed by the directors:

There are no variable components of remuneration paid to the directors.

xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and

Nil

xii) Affirmation that the remuneration is as per the remuneration policy of the company.

The Company affirms that remuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 are given below:

During the period under review, there was no employee drawing remuneration in excess of the limits prescribed under Section 197 of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY AUDITORS

M/s V Krish & Associates, Chartered Accountants, Chennai were appointed as Statutory Auditors of the Company from the conclusion of the 24th Annual General Meeting held on 12.08.2017 until the conclusion of 25th Annual General Meeting.

The Company has received a certificate from the Auditors for the appointment of them as statutory auditors and to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Their appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

Further, the report of the Statutory Auditors for financial year ended 31st March, 2018 is given along with the Financial Statements which is annexed to and forms part of this report. The said report has a matter of emphasis, which does not require any explanation from the Directors.

The unmerged financial statements of the Company for the year ended 31st March, 2018 were earlier approved by the Board of Directors at its meeting held on 30th May, 2018. Those unmerged financial statements have been updated by the Company, so as to give effect to the scheme of amalgamation approved by the Hon’ble National Company Law Tribunal, Chennai Bench,vide its order dated 25th March, 2019, filed by the Company with the Registrar of Companies on 29th March, 2019, with effect from appointed date, i.e 1st April, 2017. As a result, fresh audit report has been issued on the merged financial statements.

SECRETARIAL AUDIT REPORT

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed Mr M R L Narasimha, B.Com, FCS, Practicing Company Secretary (Cop No: 799) as the Secretarial Auditor for the financial year 2017-18 whose report on 30th March, 2019 is attached separately to this report. Annexure 7.

EXPLANATION OR COMMENTS OR QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

CONSERVATION OF ENERGY

a) Company has replaced most of the less efficient machines with newer and less power consuming equipments in all the areas of manufacturing.

b) Long term contract has been executed with wind energy suppliers there by reducing costs and less dependency on fossil fuel energy. Nearly 80% of the energy requirement will be from wind energy.

c) Company is also exploring the economic viability of installing its own wind mills to reduce cost of power.

TECHNOLOGY ABSORPTION INDUSTRIAL RELATIONS

Company has taken steps to introduce newer technology machines in production and inspection areas to increase productivity and reduce rejection levels.

Computer generated models for tooling, data collection and manufacturing processes have been introduced to improve productivity.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange inflow (actual) : Rs. 51,97,52,059/Foreign exchange used (actual) : Rs. 71,86,755/

INDUSTRIAL RELATIONS

Relationship with the employees/labor was cordial during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank M/s. Bank of India for the support extended during the period. Your Directors also wish to thank all the suppliers, employees, Government Departments/Agencies and others for their valuable contribution and assistance during the year.

FOR AND ON BEHALF OF THE BOARD

Place : Coimbatore Sd/- A.V. PALANISWAMY Sd/- JAYARAM GOVINDARAJAN

Date : 30.03.2019 DIN No. 01817391 DIN No. 02178416

Managing Director Director