Your Directors have pleasure in presenting the 32nd Annual Report alongwith theAccounts for the year ended March 31 2022.
| || |
Rs. in Lacs
| || |
For the year ended 31st March 2022
For the year ended 31st March 2022
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Revenue from Operations ||11899 ||11960 ||8827 ||8886 |
|Operating Gross Profit ||2777 ||2956 ||2326 ||2297 |
|Add/(Less): Financial Charges ||(16) ||(15) ||(18) ||(18) |
|Depreciation & Other Amortizations ||(414) ||(414) ||(425) ||(425) |
|Profit before tax ||2347 ||2527 ||1883 ||1854 |
|Add/ Provision for tax- || || || || |
|(Less) Current Year & MAT Cr. Ent. ||685 ||685 ||(487) ||(487) |
|Previous Year Tax Adjustment ||(227) ||(227) ||(122) ||(122) |
|Deferred Tax Assets (Liabilities) ||(5) ||(5) ||81 ||81 |
|Surplus Available for appropriation ||1894 ||2074 ||1355 ||1326 |
During the Financial Year ended March 31st 2022 your Company recorded a standaloneturnover of Rs.11899 lacs as compared to turnover of Rs.8827 lacs during the previousFinancial Year ended March 31st 2021. Out of this 22% of revenue was fromExports and rest from Domestic Sales. Revenue from operations for the year ended 31stMarch 2022 has increased by 34.80% over the corresponding period of last year. The reasonfor this increase in revenue was picking up of the demand due to relaxation in nationwidelockdowns and revival of the severely impacted manufacturing and marketing activities ofyour Company. During the year the production and sales in quantity was also higher by35.43% and 27.15% respectively as compared to last year.
The net profit of your Company for the Financial Year ended 31st March 2022stood at Rs.1894 lacs as against the net profit of Rs.1355 lacs for the Financial Yearended 31st March 2021 which was higher by 39.78% than the previous year.
On a consolidated basis your Company recorded a turnover of Rs.11960 lacs during theFinancial Year ended 31st March 2022 and achieved a consolidated net profit ofRs. 2074 lacs for the said Financial Year.
The overall results of your Company during the year were better than the previous yearbecause of the :
1. Imposition of Anti-Dumping Duty
2. Check on the imports of toner from China
3. Relaxation in the lockdown
4. Revival of the severely impacted manufacturing and marketing activities
5. Focus on exercising better control over fixed cost.
6. Steps taken to improve efficiencies to make the operations more profitable.
Your Company continued to be India's leading and most preferred TONER brand. YourCompany keeps on investing in understanding customer needs through intensive customerinteractions and research and uses the knowledge in effectively delivering customer needbased solutions.
Last year you were informed about the imposition of anti-dumping duty on black tonerin powder form by the Government of India. The real positive affect of anti-dumping dutywas felt during the year as the imports of toner from China were lower which resulted inmore demand of toner in the Domestic Market.
There was an overall increase in the prices of raw material stores and sparesdomestic and international freight petrol and diesel which increased the manufacturingcost of your company's products. Had the anti-dumping duty not been there it would havebeen difficult for your company to survive. Your company feels that Anti-dumping willcontinue to be a positive factor to meet the competition from the imported toner speciallyfrom China.
UTILISATION OF SURPLUS FUNDS
In order to utilize the surplus funds and to reward the shareholders of the Companyyour Company came out with an offer of Buy Back of the Equity Shares of the Company duringthe last year for an aggregate amount of around Rs.37.00 crores. In addition your companyis paying uninterrupted Dividend of 30% every year since the F.Y 2017-18.
This year also your company planned an expansion of 2 lines in Unit I at Rampur at acost of over Rs.21.00 crores which will increase the production capacity of Unit I from1200 MT to 2400 MT and the total production capacity of Unit I & II will increase to4800 MT from the existing production capacity of 3600 MT.
The expansion planned in the year ended 31s' March 2022 will start givingresults in the current year. First line will start giving production in the month ofSeptember 2022 and the second line expected to be augmented for production in the monthof January 2023.
Apart from the expansion the Management of your Company is in touch with variousagencies to explore opportunities to invest in some new projects and other activities aspart of diversification plan.
PERIOD OF CRISIS
Your company did well till 31st March 2019 when according to revenue andprofit it was the best year of your Company. After that a difficult period full ofcrisis started when instead of showing growth the Financial Year 31st March2020 ended up with a short fall of about 20% in profitability giving a signal of cautionto be alert and cautious in all fronts. Down turn in sales was witnessed due to variousreasons including demand slowdown which resulted in overall down turn in the performanceof the company. It was realized that there were certainly uncertain times ahead and thecompany was hard pressed to control cost at all levels. The Management of your Companybecame alert and gave a call for cutting costs and cost saving in all the fields. Costswere identified over which we had no control but certain costs were there where we coulddefinitely contribute in reducing them by using our experience expertise and wisdom.Everybody in the organization most honestly did a deep study of each and every cost andexpenses and came out with their valuable suggestions to cut the same. Cost SavingProjects were introduced in almost all the fields and results started pouring in.
The Chairman of the Company froze his emoluments and refused to accept any increasew.e.f. 2020 onwards. It was followed by the Managing Director and other executives. Thecombined efforts and sacrifices of all encouraged everyone to do more and more andultimately some good results were seen this year after decline in the growth in previous 3years. Everyone in the company is continuing with the Cost Saving Projects with moreefforts and enthusiasm with a hope that coming years will definitely bring some positivechange.
The Board had recommended an interim dividend of Rs. 3/- per equity share (30% of facevalue of Rs. 10) which is also the final dividend for the year under review.
During the year under review your Company has neither invited nor accepted any fixeddeposits from the public within the meaning of Section 73 of the Companies Act 2013 readwith the Companies (acceptance of Deposits) Rules 2014.
FUTURE OUTLOOK AND PLANS
Business in imaging industry should remain stable in the long term. However in theshort term there may be some concern because of the time taken for the commercialactivities to resume fully after lock down. India still remains a largely under-penetratedmarket as compared to the developed countries giving us the visibility for long termgrowth. With 120+ Distributors and 600 dealers spread throughout the country we are atfore-front to satisfy this huge gap.
WHOLLY OWNED SUBSIDIARY
As the Wholly Owned Subsidiary (WOS) Indian Toners USA Company was not giving thedesired results and there was no improvement inspite of best efforts it was finallydecided to wind up the same after receiving RBI approval for writing off 100% investmentin the overseas WOS for which an application is pending with RBI.
RESEARCH AND DEVELOPMENT ACTIVITIES
Your Company continued the research and development activities during the year in thekey areas of product process and material development. Your Company has always givenprime importance to Research & Development which is the basis of your Company'ssuccess. With the help of the Pilot Plant your Company has successfully developed newquality products at competitive prices to face the global competition and is veryoptimistic to develop many more products in the times to come.
Continuing recognition by the Department of Scientific and Industrial ResearchMinistry of Science & Technology to your In - House R & D Unit is a moral boostingand an encouraging feature for the team of your Research & Development Centre.
During the year the Company has incurred R & D expenses of Rs.68.57 Lacs in variousheads in addition to Rs.2.11 Lacs for purchase of capital items. Your Company hasexhaustive programme of R & D activities in the coming years.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.indiantoners.com.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
EXTRACT OF ANNUAL RETURN:
Pursuant to prescribed provisions of Companies Act 2013 and rules framed thereunderAnnual Return has been hosted on the website of the company and can be viewed atwww.indiantoners.com under Investor Relations Section.
NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 4 times during the financial year from 01.04.2021 to31.03.2022. The dateson which the meetings were held are as follows: 22.06.202111.08.2021 01.11.2021 & 08.02.2022.
COMPOSITION OF COMMITTEES
|Name of Committee ||Members ||No. of Meetings held during the year ||Dates of Meetings ||Change if any during the year |
|Audit Committee ||Sh. Sanjeev Goel ||4 ||22.06.2021 11.08.2021 01.11.2021 08.02.2022 ||N.A. |
| ||Sh. Sushil Jain || || || |
| ||Smt. Neena Jain || || || |
|Nomination & ||Sh. Sanjeev Goel ||2 ||22.06.2021 ||N.A. |
|RemunerationCommittee ||Sh. Sushil Jain || ||11.08.2021 || |
| ||Smt. Neena Jain || || || |
|Stakeholders Relationship Committee ||Sh. Sanjeev Goel ||1 ||31.03.2022 ||N.A. |
| ||Sh. Sushil Jain || || || |
| ||Smt. Neena Jain || || || |
|Share Transfer Committee ||Sh. Sushil Jain ||16 ||01.04.2021 ||Sh. S.C. Singhal - Ceased as Company Secretary w.e.f.22.06.2021 Sh. Vishesh Chaturvedi appointed |
| ||Sh. N.K. || ||07.06.2021 || |
| ||Maheshwari || ||28.06.2021 || |
| ||Sh. S.C. Singhal || ||28.07.2021 || |
| ||Sh. Vishesh Chaturvedi || ||18.08.2021 || |
| || || ||10.09.2021 || |
| || || ||30.09.2021 || |
| || || ||30.10.2021 || |
| || || ||10.11.2021 ||As Company Secretary w.e.f. 22.06.2022 |
| || || ||22.11.2021 || |
| || || ||02.12.2021 || |
| || || ||23.12.2021 || |
| || || ||10.01.2022 || |
| || || ||10.02.2022 || |
| || || ||28.02.2022 || |
| || || ||21.03.2022. || |
During the year your company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 based upon the managementrepresentation Directors of your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31.03.2022 theapplicable accounting standards have been followed along with proper explanation relatingto 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 profit of the company for that period;
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 have laid down internal financial controls in the company that areadequate and were operating effectively.
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and are operating effectively.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report andalso available on the Company website www.indiantoners.com.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
Requirements of Regulation 8 (Code of Fair Disclosure) & Regulation 9 (Code ofConduct) of SEBI (Prohibition of Insider Trading) Regulations 2015 have been noted andcomplied with by the Company.
STATUTORY AUDITORS & AUDITORS' REPORT
The period of appointment of existing Statutory Auditors M/s. M.L. Garg & Co.Chartered Accountants was upto Financial Year 2021-22. The Board of Directors haverecommended the appointment of new Statutory Auditors M/s. B.K. Shroff & Co. CharteredAccountants subject to the approval of Shareholders in forthcoming Annual GeneralMeeting. M/s. B.K. Shroff & Co. have given their consent to act as Statutory Auditorsof the Company and they meet the criteria under Section 141(3) (g) of the CompaniesAct2013.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
The consolidated accounts along with the Statement pursuant to Section 129 of theCompanies Act 2013 are annexed.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Audit Committeerecommended and the Board of Directors has appointed M/s. Mukesh Agarwal & Co. (CPNo.:3851 FCS: 5991) Company Secretaries to undertake the Secretarial Audit of thecompany for the financial year 2022-23. Your company has received their written consentthat the appointment will be in accordance with the applicable provisions of the Act andrules framed thereunder. The Secretarial Audit Report is annexed as Annexure"1".
INTERNAL AUDIT & INTERNAL AUDITORS
The Company has well-structured Internal Audit function. Pursuant to the provisions ofSection 138 of the Companies Act 2013 and other applicable provisions if any the Boardof Directors on the recommendations of the Audit Committee have appointed M/s K. N.Gutgutia & Co. Chartered Accountants as Internal Auditors of the Company for thefinancial year 2022-23.
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148 (1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There was no materiallysignificant related party transaction with the Company's Promoters Directors KeyManagerial Personnel or other designated persons or their relatives which could have hada potential conflict with the interests of the Company. Transactions with related partiesentered by the Company in the normal course of business are periodically placed before theAudit Committee for its approval.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 theRules framed thereunder and the Listing Agreement. This Policy as considered and approvedby the Board has been uploaded on the website of the Company at www.indiantoners.com.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
Pursuant to Section 134 (3) (n) of the Companies Act 2013 & Regulation 21 of SEBI(LODR) Regulations 2015 the Board of Directors of a listed Company are required toconstitute Risk Management Committee. However the provisions of this regulation areapplicable to top 500 listed entities determined on the basis of market capitalizationas at the end of the immediate previous financial year. Our Company does not fall underthis category.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Pursuant to Section 135(9) of the Companies Act 2013 CSR Committee is no morerequired. The Annual Report on CSR Activities is annexed as Annexure "2".
Pursuant to the provisions of Companies Act 2013 and Regulation 17 of SEBI (LODR)Regulations 2015 the Board has carried out annual performance evaluation of its ownperformance the directors individually as well the evaluation of the Chairman and theworking of its Audit Nomination & Remuneration Corporate Social Responsibility andStakeholders Committees. The manner in which the evaluation has been carried out has beenexplained in Corporate Governance Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is posted on the website of company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There has been no significant and material order passed by the Regulators or Courtsthat would impact the going concern status of the Company and its future operations.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL(KMP)/EMPLOYEES:
(i) The percentage increase in remuneration of each Director Chief Executive OfficerCompany Secretary and Chief Financial Officer during the financial year 2021-22 ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 2021-22 are as under:
|SL. NO. ||NAME ||DESIGNATION ||REMUNERATION PAID IN FY 202122 (RS. IN LACS) ||REMUNERATION PAID IN FY 202021 (RS. IN LACS) ||% INCREASE IN REMUNERATION FROM PREVIOUSYEAR ||RATIO/ TIMES PER MEDIAN OF EMPLOYEE REMUNERATION |
|1. ||SH. SUSHIL JAIN # ||CHAIRMAN CEO (KMP) ||217.87 ||213.70 ||NIL ||217.87:2.86 |
|2. ||SH. AKSHAT JAIN ## ||MANAGING DIRECTOR ||128.47 ||121.29 ||NIL ||128.47:2.86 |
|3. ||SH. VISHESH CHATURVEDI* ||COMPANY SECRETARY (KMP) ||10.23 ||- ||N.A. ||N.A. |
|4. ||SH. N.K. MAHESHWARI ||CHIEF FINANCIAL OFFICER (KMP) ||17.29 ||14.55 ||18.83 ||N.A. |
|5. ||SH. S.C. SIINGHAL** ||COMPANY SECRETARY (KMP) ||7.81 ||33.67 ||N.A. ||N.A. |
# Remuneration in the year 2020-21 was less due to deduction of salary for COVID
## Remuneration In the year 2020-21 was less due to deduction of salary for COVID anddifference between House Rent and Value of rent free accommodation
** upto 22.06.2021
ii) The percentage increase in the median remuneration of employees of the Companyduring the financial year was 4.00%.
iii) There were 231 permanent employees on the rolls of the Company as on March312022;
iv) Average percentage increase made in the salaries of employees other than themanagerial personnel in the current financial year i.e. 2021-22 was 4.00% whereas theincrease in the managerial remuneration for the same financial year was nil.
v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
Sh. Sushil Jain Sh. Akshat Jain Sh. Vishesh Chaturvedi and Sh. Naresh KumarMaheshwari are the Chief Executive Officer (CEO) Managing Director Company Secretary andChief Financial Officer (CFO) of the Company respectively.
Pursuant to the provisions of the Section 161(1) of the Companies Act 2013 read withthe Articles of Association of the Company Sh. Satyendra Paroothi was appointed as anAdditional Director and he will hold office only up to the date of this Annual GeneralMeeting. The Company has received a notice in writing from a member proposing thecandidature of Sh. Satyendra Paroothi for the office of a Director under the provisions ofSection 160 of the Companies Act 2013. Pursuant to Section 149 196 197 and otherapplicable provisions of the Companies Act 2013 your Directors are seeking appointmentof Sh. Satyendra Paroothi as Wholetime Director for two consecutive years. Detailsof the proposal for appointment of Sh. Satyendra Paroothi are mentioned in the ExplanatoryStatement under Section 102 of the Companies Act 2013 of the Notice of the 32ndAnnual General Meeting.
Pursuant to the provisions of Section 152 of the Companies Act 2013 Sh. Sushil JainChairman will retire at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.
The Company has received declaration from all the Independent Directors confirming thatthey meet with the criteria of Independence as prescribed both under sub-section (6) ofSection 149 of the Companies Act 2013.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
The Company has a policy against sexual harassment and a formal process for dealingwith complaints of harassment or discrimination. The Company seeks to ensure that all suchcomplaints are resolved within defined timelines. During Financial Year 2021 -22 theCompany has not received any complaint.
Cordial Industrial relations continue to prevail thereby further strengtheningemployees' commitment to the growth of the Company.
The Board wishes to express its deep appreciation to all sections of the Employees fortheir whole hearted efforts co-operation and outstanding contribution to the growth ofthe Company during the year.
Particulars of employees as required under the provisions contained in Rule 5(2) andrule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014form part of this Report. However the information is not being sent alongwith the AnnualReport as per the proviso of Section 136 of the Companies Act 2013. Any shareholderinterested in obtaining such particulars may write to the Company at itsCorporate/Registered Office.
ENERGY TECHNOLOGY & FOREIGN EXCHANGE
Additional information to the extent applicable on conservation of energy technologyabsorption foreign exchange earning and outgo is required to be disclosed in terms ofSection 134 (3) (m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 is given as Annexure A' and forms part of this report.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (LODR) Regulations 2015 is presented in a separate sectionforming part of the Annual Report as Annexure -3.
DISCLOSURES UNDER LISTING AGREEMENT
Your Company is now listed only with BSE Limited. The Company is regular in paying thelisting fees on demand and it has paid fee upto the current financial year.
DEMATERIALISATION OF SECURITIES
As informed earlier the shares of your Company were included in the compulsory listfor trading in dematerialization form with effect from 30.10.2000 and your company hadentered into necessary agreements with both the Depositories i.e. NSDL (NationalSecurities Depository Limited) and CDSL (Central Depository Securities Limited). It istherefore advisable to trade in the shares of the company in dematerialization form whichis convenient and safe.
In terms of Regulation 4 of SEBI (LODR) Regulations 2015 a Report on CorporateGovernance alongwith a certificate from the Auditors of the Company on the compliance ofthe conditions of Corporate Governance is provided in this Annual Report as Annexure -4.
Your Directors acknowledge the cooperation and assistance extended by various agenciesof the Central and State Governments State Bank of India and its valued Customers. YourDirectors also thank the shareholders for their continued support. Your Directors thankall the dedicated employees including executives for all their services rendered to theCompany.
| ||For & on behalf of the Board |
|Place: New Delhi ||(SUSHIL JAIN) |
|Date: 27'hMay 2022 ||Chairman |