The Members of
INTEGRATED THERMOPLASTICS LIMITED
We hereby present the 22nd Annual Report and the Audited Statement ofAccounts for the Financial Year ended 31st March 2016.
1. FINANCIAL RESULTS: Amount (Rs)
|PARTICULARS ||31-03-2016 ||31-03-2015 |
|Revenue from Operations ||616927988.00 ||341676511.00 |
|Other Income ||951075.00 ||1046920.00 |
|Total Revenue ||617879063.00 ||342723431.00 |
|Total Expenses ||622048989.00 ||356582924.00 |
|Profit / (Loss) Before Tax ||(4169926.00) ||(13859493.00) |
|Less: Current Tax ||2273191.00 ||1288300.00 |
|Add: Deferred Tax Asset ||3316102.00 ||542672.00 |
|Add: Transfer from Reserve ||- ||- |
|Net Profit / (loss) ||(3127015.00) ||(15690465.00) |
REVIEW OF OPERATIONS:
During the year under review the company has made a revenue of Rs.616927988 fromoperations and Rs.951075 from other Income aggregating to Rs.617879063 and posted aNet Loss of Rs. 3127015/- for the financial year 2015-16.
MANAGMENT DISCUSSION AND ANALYSIS:
Industry Structure and developments:
Industry has been comfortable in the past few years and has been able to enlarge itsareas of supplies to priority sector like rural water supply schemes and housing taken upby different state governments and local authorities.
OPPORTUNITIES AND THREATS:
The company has been able to establish itself in the PVC market in south India. Thecompany is making every effort to work closely with the major players in the domesticindustry to realize better sales. The company also sees a stronger demand for its productsin the years to come.
SEGMENT WISE AND PRODUCT WISE PERFORMANCE:
Since The company does not operate in different sectors the segment wise performanceof the financials is not applicable.
The outlook for the companys products appears to be better.
RISKS AND CONCERNS:
There is stiff competition for the Companys products in the market. However byimplementing cost control methods your company is confident of overcoming the possiblerisks and concerns.
METERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT INCLUDING NUMBEROF PEOPLE EMPLOYED
Lew employees have been employed during the year under review. the company has not madesignificant development in human resources
As the company incurred loss during the year your Board has not recommended dividend.
BOARD OF DIRECTORS:
As per the provisions of section 152 of the Companies Act 2013 Mrs. Aravinda RaniVemuri who retires by rotation at the ensuing Annual General Meeting and being eligibleoffer herself for reappointment. The board recommends her re-appointment.
Five (05) meetings of the Board of Directors were held during the financial year andthe details are given in paragraph 2 (d) of Corporate Governance report attached to thisAnnual Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act 2013 (the Act) and rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn in form MGT-9 is enclosed as Annexure 1.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
During the year the company has not granted any Loans or given any Guarantees or madeany Investments covered under the provisions of Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS:
All transactions entered in to with related parties as defined under the Companies Act2013 and regulation 23 of SEBI (LODR) Regulations 2015 during the financial year were inthe ordinary course of business and on an arm's length pricing basis. There were nomaterially significant transactions with related parties during the financial year whichwere in conflict with the interest of the company. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the financial statements. Thedetails of related party transactions entered is enclosed as Annexure-II.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of Section 135 of the companies Act 2013 every company having net worth ofrupees five hundred crore or more or turnover of rupees one thousand crore or more or anet profit of rupees five crore or more during any of the three immediately precedingfinancial years shall constitute CSR committee and formulate a Corporate SocialResponsibility (CSR) Policy. Since the company does not fall under the said criteriaduring any of the three immediately preceding financial years the provisions of Sec 135of the Companies Act 2013 Schedule VII and the rules made thereafter are not applicableto the company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Details of Energy Conservation Research & Development Technology AbsorptionForeign Exchange Earnings and Outgo as required as per section 134(3)(m) of the CompaniesAct 2013 are given in Annexure - III to the Directors Report.
PARTICULARS OF EMPLOYEES:
The Company has not employed any individual whose remunaration exceeds the limitsprescribed under the provisions of section 197 of the companies act 2013 read with therule 5(2) of the companies (appointment and remunaration of managerial personnel) Rules2014.
M/s L.B. Reddy & Co. Chartered Accountants Hyderabad have been appointed asstatutory Auditors of the company for a period of three years at the last Annual GeneralMeeting held on 30th September 2014. Pursuant to section 139 of the Companies Act theAuditors appointment shall be ratified at the ensuing Annual General Meeting. The Boardrecommended the ratification of the appointment of Auditor for the financial year 2016-17.
Pursuant to Section 138 of the Companies Act 2013 the Board in its meeting held on01.09.2015 has appointed M/s. Prime space Management Consulting LLP Hyderabad asInternal Auditors of the Company for the financial Year 2016-17.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s SGP & Associates Company Secretaries a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company and the Report on theSecretarial Audit for the financial year 2015-16 is enclosed herewith as Annexure-IV
DETAILS OF FRAUDS REPORTED BY AUDITORS U/S 143:
The Auditors have not reported any frauds pursuant to Sec.143 (12) of the CompaniesAct 2013. Hence the information to be provided pursuant to Section 134 (3) (ca) of theCompanies Act 2013 may be treated as NIL.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Charter. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company and its subsidiaries. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations and correctiveactions thereon are presented to the Audit Committee of the Board.
As a listed company necessary measures have been taken to comply with the SEBI (LODR)Regulations 2015. A report on Corporate Governance along with a certificate ofcompliance from the Auditors forms part of this Report as Annexure-V.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to section 134 (3) (d) of the Companies Act 2013 a statement shall be madeon declaration given by Independent Directors under sec 149 (6) of the companies Act 2013in the Board report. The Board has received declarations from the Independent Directorsas required under Sec 149 (7) of the Companies Act 2013 stating the fulfillment ofcriteria mentioned in the sub section (6) of Sec 149 of the Companies Act 2013 and therules made thereunder.
NOMINATION AND REMUNERATION POLICY CRITERIA FOR SELECTION AND REMUNERATION OFDIRECTORS KMP AND EMPLOYEES:
The Nomination and Remuneration Committee of the Board comprises two IndependentNon-Executive Directors namely Mr. S. Chand Basha Mr. A. Sreenivasulu Reddy and oneNon-Independent Non-Executive Director namely Mrs. Aravinda Rani Vemuri.
The key features of the Nomination and Remuneration Policy as framed by the Nominationand Remuneration Committee of the company are set out below:
Selection criteria for Directors:
The Company shall consider the following aspects while appointing a person as aDirector on the Board of the Company:
Skills and Experience: The candidate shall have appropriate skills and experiencein one or more fields of finance law management sales marketing administrationpublic administrative services research corporate governance technical operations orany other discipline related to the Companys business.
Age Limit: The candidate should have completed the age of twenty-one (21) years andshould not have attained the age of seventy (70) years for appointment as ManagingDirector or Whole Time Director.
Conflict of Interest: The candidate should not hold Directorship in any competitorcompany and should not have any conflict of interest with the Company.
Directorship: The number of companies in which the candidate holds Directorshipshould not exceed the number prescribed under the Act.
Independence: The candidate proposed to be appointed as Independent Directorshould not have any direct or indirect material pecuniary relationship with the Companyand must satisfy the requirements imposed under the Act.
The policy provides that while appointing a Director to the Board due considerationwill be given to approvals of the Board and/or shareholders of the Company in accordancewith the Act.
Remuneration for Directors KMP and other Employees
The policy provides that the remuneration of Directors KMP and other employees shallbe based on the following key principles:
Pay for performance: Remuneration of Executive Directors KMP and otheremployees is a balance between fixed and incentive pay reflecting short and long termperformance objec tives appropriate to the working of the Company and its goal. Theremuneration of Non-Executive Directors shall be decided by the Board based on the profitsof the Company and industry benchmarks.
Balanced rewards to create sustainable value: The level and composition ofremuneration is reasonable and sufficient to attract retain and motivate the Directorsand employees of the Company and encourage behavior that is aligned to sustainable valuecreation.
Competitive compensation: Total target compensation and benefits are comparableto peer companies in the industry and commensurate to the qualifications and experience ofthe concerned individual.
Business Ethics: Strong governance processes and stringent risk managementpolicies are adhered to in order to safeguard our stakeholders interest.
REPLIES TO THE QUALIFICATIONS OF THE AUDITORS UNDER 134 (3) (f):
The replies of Board of Directors to the qualification of Statutory and SecreterialAudit Reports are given as Annexure-VI to this report.
TRANSFER TO RESERVES
During the financial year under review no amount has been transferred to the reserves.
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THEDATE OF THE REPORT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes from the end of the financial year till the date of thisreport affecting the financial position of the Company.
DETAILS OF DEPOSITS UNDER CHAPTER V:
The company has not accepted deposits from the members/public falling within themeaning of section 73 and/ or Sec 76 of the companies Act 2013 and the companies(Acceptance of Deposits) Rule2014. Accordingly furnishing of the details of depositswhich are not in compliance with the requirements of Chapter V of the Companies Act 2013does not arise.
FORMAL ANNUAL EAVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS:
Keeping in view the various provisions of the Companies Act 2013 and SEBI (LODR)regulations 2015 dealing with powers duties and functions of the Board of the Companyyour Company has adopted criteria for evaluating the performance of its Board Committeesand other said criteria contemplates evaluation of Directors including IndependentDirectors applicable from the financial year 2015-16. The Directors based on theirperformance as directors apart from their specific role as independent non-executive andexecutive directors as mentioned below: a. Executive Directors being evaluated asDirectors as mentioned above will also be evaluated on the basis of targets / Criteriagiven to executive Directors by the board from time to time as well as per their terms ofappointment. b. Independent Directors being evaluated as a Director will also beevaluated on meeting their obligations connected with their independence criteria as wellas adherence with the requirements of professional conduct roles functions and dutiesspecifically applicable to Independent Directors as contained in Schedule IV to theCompanies Act 2013.
The criteria also specifies that the Board would evaluate each committees performancebased on the mandate on which the committee has been constituted and the contributionsmade by each member of the said committee in effective discharge of the responsibilitiesof the said committee. The Board of Directors of your company has made annual evaluationof its performance its committees and directors for the financial year 2015-16 based onafore stated criteria.
The Audit Committee comprises three members namely Sri. A. Srenivasulu Reddy (Non-Executive Independent director) and Sri. S. Chand Basha (Non- executive Independentdirector) and Sri. Suresh Kumar Shastry Vemuri (Executive Promoter Director). All therecommendations made by the Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of SEBI (LODR) Regulations 2015 includes vigilance and Ethics officer seniorexecutive of the Company. Protected disclosures can be made by a whistle blower through ane-mail or dedicated telephone line or a letter to the officer or to the Chairman of theAudit Committee.
Details partaining to the remuneration as required under section 197 (12) of thecompanies Act 2013 read with rule 5 (1) of the company (appointment and remuneration ofmanagerial personnel) Rules 2014.
The percentage increase in remuneration of each director Chief Financial Officer andCompany Secretary during the financial year 2015-16 and ratio of the remuneration of eachdirector to the median remuneration of the employees of the company for the financial year2015-16 are as under
|Sl.No. ||Name & Director / KMP and Designation ||Remuneration of Director/KMP for Financial Year ||% Increase in Remuneration in the Financial Year ||Ratio of Remuneration of each Director/to Median remuneration of employees |
| || ||2015-16 ||2015-16 || |
|1. ||Mr. Suresh Kumar Shastry Vemuri Whole Time Director ||Nil ||Nil ||Nil |
|2. ||Mr. A. Sreenivasulu Reddy Non-Executive Independent Director ||Nil ||Nil ||Nil |
|3. ||Mr. S. Chand Basha Non- Executive Independent Director ||Nil ||Nil ||Nil |
|4. ||Mrs. Aravinda Rani Vemuri Non- Executive Independent Director ||Nil ||Nil ||Nil |
As the Comapnyis not paying any remuneration to the directors/KMP's the mediumremuneration of employees of the company isnot relevent
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:
1. Details relating to deposits covered under Chapter - V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of Employee stock option Scheme.
4. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
5. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
Your Directors further state that during the financial year under review there were nocases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Sec 134(3)(c) of the Companies Act 2013 the Board ofDirectors of your Company hereby certifies and confirms that:
a. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
b. The Directors have 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 loss of the Company for that year;
c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the Assets of the Company and for preventing and detecting fraud and otherirregularities;
d. The Directors have prepared the Annual accounts on a going concern basis.
e. The directors in the case of listed company has laid down internal financialcontrol to be followed by the company and that such internal financial control or adequateand operating effectively;
f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors gratefully acknowledge the support and co-operation extended by all theshareholders customers bankers mutual funds share brokers to your company during theyear and look forward to their continued support
Your Directors also place on record their appreciation of the dedication and commitmentdisplayed by the employees of the company
//By Order of the Board//
For INTEGRATED THERMOPLASTICS LIMITED
| ||Sd/- ||Sd/- |
| ||SHAIK CHAND BASHA ||SURESHKUMAR SHAHSTRY VEMURI |
| ||DIRECTOR ||WHOLE TIME DIRECTOR |
| ||(DIN: 01242030) ||(DIN: 01788268) |
|Place: Hyderabad. || || |
|Date : 02.09.2016 || || |