The directors are pleased to present the 28th Annual Report together with the AuditedFinancial Statements of our Company for the year ended March 312017.
OPERATING RESULTS AND BUSINESS PERFORMANCE
| || ||(Rs. in Lakhs) |
|FINANCIAL RESULTS ||2016-17 ||2015-16 |
|Sales / Other Income ||10487.69 ||9100.14 |
|Gross Profit before interest depreciation prior Period income and expenditure and impairment Loss and excess provision written back ||2593.99 ||1663.37 |
|Interest ||675.77 ||397.54 |
|Depreciation ||775.07 ||587.99 |
|Profit / (Loss) before prior period adjustment exceptional items and Tax ||1143.14 ||677.83 |
|Exceptional items # ||-- ||216.39 |
|Provision for Taxation ||242.73 ||90.00 |
|Provision for deferred Tax ||(9.13) ||30.00 |
|Net Profit / (Loss) after Tax ||909.54 ||341.43 |
Company witnessed a growth of 15% as compared to last year and operating marginimproved from 18.25% to 24.72% is mainly due to economic of scale efficiencies in termsof productivity power and labour cost. The projects implemented recently will give itsfull results in coming year and hence shall improve the profitability.
TRANSFER TO RESERVES
Your Company proposes not to transfer any amount to the General Reserve. The Companyproposes to retain Rs. 8.97cr. in the Profit and Loss account.
The Board of Directors of your Company are pleased to recommend Dividend @ 25% (i.e. Rs0.25 paise) on fully paid up equity Share of Rs. 1/- each for the financial year endedMarch 312017 subject to the approval of the shareholders in the ensuing Annual GeneralMeeting.
MATERIAL CHANGES AND COMMITMENTS
There was no change in the nature of the business of the Company. There were nomaterial changes and commitments affecting the financial position of the Company betweenMarch 312017 and the date of this Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has One (1) Associate Company i.e. Jauss Polymers Limited within themeaning of Section 2(6) of the Companies Act 2013 ("Act") during the year yourcompany dispose of shares in its subsidiary Company i.e. Innovative Containers ServicesPrivate Limited.
Company has invested in its Associates Concern and share of profit in such concern isof Rs. 2910465/- which has been duly indicated in notes of accounts (refer Note 38)
There is no change in the Board of the Company during the year 2016-17.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by the Section 134(3)(c) read with the Section 134(5) of the Companies Act2013 your directors state that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken a proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and if the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
KEY MANAGERIAL PERSONNEL
The following persons are the Whole-Time Key Managerial Personnel (KMP') of theCompany in terms of provisions of Section 203 of the Companies Act 2013:
a. Mr. Ketineni Sayaji Rao - Managing Director
b. Mr. Sanjay Saigal - Chief Financial Officer
c. Mr. Vishesh Chaturvedi - Company Secretary
NUMBER OF BOARD MEETINGS
Nine (9) meetings of the Board of Directors of your Company were held during the yearunder review.
EVALUATION OF BOARD PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by Securities and Exchange Board of India ("SEBI")under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Boardof Directors has carried out an annual evaluation of its own performance the Boardcommittees and individual directors. The performance of the Board was evaluated by theBoard after seeking inputs from all the directors on the basis of the criteria such as thediversity of the Board effectiveness of the board processes information and functioningetc.
The performances of the committees were evaluated by the Board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees and effectiveness of the committee meetings etc. The performance of theindividual directors were reviewed on the basis of the criteria's such as contribution ofthe individual director to the Board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.
The performances of non-independent directors the Board as a whole and of the Chairmanwere evaluated in a separate meeting of the Independent Directors after taking intoaccount the views of executive directors and the non-executive directors.
INTERNAL FINANCIAL CONTROL
The Company has in place an established internal control system to ensure properrecording of the financial &operational information the compliance of variousinternal controls and other regulatory/statutory compliances. All Internal Audit findingsand control systems are periodically reviewed by the Audit Committee of the Board ofDirectors which provides strategic guidance on Internal Controls.
A resolution proposing rectification of M/s KRA & Associates CharteredAccountants the Statutory Auditors of the Company pursuant to Section 139 of theCompanies Act 2013 forms part of the Notice of the forthcoming 28thAnnualGeneral Meeting of the Company.
DIRECTORS' VIEW ON AUDITORS' OBSERVATIONS
The Management responses to the observation of the auditors is explained wherevernecessary through appropriate notes to the Accounts is reproduced hereunder in compliancewith the relevant legal provisions.
No disclosure or reporting is required in respect to the deposits covered under ChapterV of the Companies Act 2013 as there were no transactions in respect to the same duringthe year under review.
There is a continuous process of identifying / managing risks through a Risk ManagementProcess. The measures used in managing the risks are also reviewed. The risks identifiedby the Company broadly fall in the category of operational risk regulatory riskfinancial & accounting risk & foreign currency related risks. The risk managementprocess consists of risk identification risk assessment risk monitoring & riskmitigation. During the year measures were taken for the minimization of risks and theBoard was informed from the time to time. In the opinion of the Board none of the saidrisks which have been identified may threaten the existence of the Company.
The Audit Committee of the Company consists of Mr. Atul Nirpraj Barar Chairman Ms.Usha Chapparwal Mr. Ketineni Satish Rao. The Board of Directors of your Company hasrevised its terms of reference to make it in line with the requirements of Section 177 ofthe Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to the conservation of energy technology absorption andforeign exchange earnings and outgo as required under Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is enclosed asAnnexure - A and forms part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in the excess of the limits that set out in the said rulesis enclosed as Annexure B1 and forms as part of this report. A statement showing detailspertaining to the remuneration and other details as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed as Annexure - B2 and forms as part of thisReport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has made investments in securities of other body corporate(s) the detailsof which are given in Note 12 to the Financial Statements which are within the limitsprescribed under section 186 of the Companies Act 2013
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are in ordinary course of business and at arm's lengthwhich are not material in nature. All related party transactions are with the approval ofthe Audit Committee and periodically placed before the Board for review.
The prescribed Form AOC-2 is enclosed as Annexure - C and forms part of this Report.Your directors draw the attention of members to Note 41 to the standalone financialstatements which sets out related party disclosures.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of Annual Return in prescribed formMGT-9 isenclosed as Annexure-D and forms part of this Report.
The Board has appointed M/s Upender Jajoo & Associates Company Secretaries toconduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Reportfor the financial year 2016-17 is enclosed here as an Annexure - E and forms part of thisReport. The Secretarial Audit Report does not contain any qualifications reservation oradverse remark.
As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 Corporate Governance Report along with Auditors' certificate thereon andthe Management Discussion and Analysis Reports are enclosed and they form part of thisreport.
1. Policy on materiality of related party transactions and dealing with the relatedparty transactions is available on the website of the Company.
2. The Company has formulated and published the Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concernswhich is available on Company's website www. itplgroup.com. The provisions of this policyare in line with the provisions of Section 177(9) of the Companies Act 2013 and underregulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015.
3. The Company's Remuneration Policy is enclosed as Annexure - F and forms part of thisReport.
4. There were no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
5. During the year under review there were no cases reported under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Directors wish to acknowledge and thank the Central and State Government and allthe regulatory bodies for their continued support and guidance. The Directors thank theshareholders customers business associates the Financial Institutions and the Banks forthe faith reposed in the Company and its management.
The Directors place on record their deep appreciation of the dedication and commitmentof your Company's employees at all levels and look forward to their continued support inthe future as well.
For on behalf of the Board
Ketineni Sayaji Rao
Ketineni Satish Rao
Whole Time Director
Place : Noida
Date : September 4 2017
Information regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to Companies (Disclosure of Particulars in the Reportof Board of Directors) Rules 1988 and forming part of Directors' Report.
A. CONSERVATION OF ENERGY
Energy conservation is a very important part of energy planning and its management.This not only saves energy resources for future but also avoids wasteful utilization ofenergy. Energy conservation initiatives provide solution to the energy crisisenvironmental degradation and pollution.
New energy initiatives give greater reliance on non-exhaustible and non-conventionalresources of energy in order to conserve exhaustible & conventional resources likecoal petroleum natural gas etc. Another aspect of energy conservation is to give greaterimportance on reduction in consumption of energy.
This can be achieved by inculcating change in the individual habits and adoption oflatest technology available in vogue. There is a growing gap between supply and demand ofelectrical power. Needless to say the use of fossil fuels is accompanied with severe andseveral environmental damages. Due to the liberalization measures of the Government ofIndia the industrial sector is rapidly growing thus increasing the energy demandenormously.
In the short run the only solution to the growing energy deficit is to facilitate goodenergy saving measures through conservation of power fuel and water. As industries arethe major gutters/ consumers of these resources the onus should lie on the industrialsector to limit & minimize its demand for energy. The need of the hour is to conserveand preserve the energy resources for future of the mankind.
Your Company is not covered in the Schedule of Industries under rule 2 of the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 requiringfurnishing of information relating to conservation of energy. However realizing itsimportance the Company has launched a concerted drive for conserving energy. Replacementof worn out wires control of idle running of engines and plugging of leakage were someof the measures taken. Besides the measures already taken efforts are continuing toexamine and implement fresh proposals for further conservation of energy. Positive impactof measures already taken has been observed on the costs.
B. TECHNOLOGY ABSORPTION
a) Company has indigenously developed moulds thereby saving precious foreign exchange.
b) The technology imported from Japanese and French Collaborators has been wellabsorbed by the Company and is being updated on a regular basis by keeping abreast of thelatest developments in the field.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned any income in foreign exchange nor incurred any expenditurein foreign currency during the year under review.
Statement containing the particulars of employees in accordance with Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016vide notification 30th June 2016 List of top ten employees of the Company interms remuneration drawn and employed throughout the financial year 2016-17.
|Name ||Designation ||DOJ ||Remuneration |
| || || ||(Amount in INR P.A.) |
|PANKAJ VERMA ||GENRAL MANAGER-MARKEtING ||14.04.2016 ||1460004 |
|KUMAR SHAISHAV ||GM-HR & ADMIN. ||21.10.2015 ||1289976 |
|ASHWINEE KUMAR PAtNAIK ||V.P-CPPD & LOGIStICS ||14.05.2015 ||1260780 |
|SAURABH VERMA ||AGM-MARKEtING ||23.02.2009 ||1049988 |
|BHOODEV SINGH ||GM-PRODUCtION ||15-06-2002 ||988176 |
|ARJUN OJHA ||COMMERCIAL HEAD ||11.12.2014 ||977844 |
|ANOOP KUMAR AGARWAL ||COMMERCIAL MANAGER ||01-06-2016 ||900096 |
|DILIP KUMAR GUPtA ||AGM-PRODUCtION ||14.08.2000 ||868656 |
|AMARENDRA PAtEL ||AGM-UtILItY & MAINtENANCE ||01-02-2017 ||746676 |
|JAI NARAYAN ||COMMERCIAL MANAGER ||20.11.2012 ||739728 |
1. All appointments are contractual and terminable by notice on either side.
2. Remuneration includes salary bonus commission various allowances contribution toprovident fund and taxable value of perquisites excluding provision for gratuity and leaveencashment.
Further there is no employee in the Company who drawn the remuneration not less thanOne Crore and two lakhs per annum for the financial year 2016-17 and There is no employeein the Company who drawn the remuneration not less than Eight lakhs and Fifty thousandper month during the financial year 2016-17.
For on behalf of the Board
Ketineni Sayaji Rao
Ketineni Satish Rao
Whole Time Director
Place : Noida
Date : September 4 2017