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 whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmedcompliance withthe 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 1st April2020 to 31st March 2021. The dates on which the meetings were held are asfollows:
11th July 2020 25th August 2020 5th November2020 and 9th February 2021. 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 ||11.7.2020 25.8.2020 5.11.2020 9.2.2021 ||No Change |
| ||Sh. Sushil Jain || || || |
| ||Sh. Arun K. Garg || || || |
| ||Smt. Neena Jain || || || |
|Nomination & Remuneration Committee ||Sh. Sanjeev Goel ||2 ||11.7.2020 5.2.2021 ||No Change |
| ||Sh. Sushil Jain || || || |
| ||Sh. Arun Kr. Garg || || || |
| ||Smt. Neena Jain || || || |
|Corporate Social Responsibility Committee ||Sh. Sanjeev Goel ||N.A. ||NIL ||No Change |
| ||Sh. Sushil Jain || || || |
| ||Sh. Arun K. Garg || || || |
|StakeholdersRelationship Committee ||Sh. Sanjeev Goel ||1 ||31.3.2021 ||No Change |
| ||Sh. Sushil Jain || || || |
|Share TransferCommittee ||Smt. Neena Jain || || || |
| ||Sh. Sushil Jain ||14 ||30.5.2020 31.7.2020 ||No Change |
| ||Sh. S.C. Singhal || ||21.9.2020 1.10.2020 || |
| ||Sh. N.K. Maheshwari || ||12.10.2020 9.11.2020 || |
| || || ||30.11.2020 18.12.2020 || |
| || || ||28.12.2020 10.2.2021 || |
| || || ||22.2.2021 1.3.2021 || |
| || || ||10.3.2021 24.3.2021. || |
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 Companyherebystateandconfirmthat:
a) in the preparation of the annual accounts for the year ended 31st March 2021 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 thestate affairsof the company at the end of the financial year and ofthe profit of
c) the directors have taken proper and sufficient care for the accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities; d) the directors have preparedthe annual accounts on a going concern basis; e) the directors have laid down internalfinancial controls in the company that are adequate and were operating effectively. f) thedirectors have devised proper systems to ensure compliance with the provisions of allapplicable 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 Statutory Auditors of the Company were appointed by the Members at the 27thAnnual General Meeting of the Company for an initial term of 5 years i.e. from theconclusion of 27th Annual General Meeting till the conclusion of 32nd AnnualGeneral Meeting of the Company pursuant to Section 139 of the Companies Act 2013. Theyhave confirmed that they are not disqualified from continuing as Auditors of the Company.
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 the company for the financial year 2021-22. Your company hasreceived their written consent that the appointment will be in accordance with theapplicable provisions of the Act and rules framed thereunder. The Secretarial Audit Reportis 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 B.K. Shroff & Co. Chartered Accountants as InternalAuditors of the Company for the financial year 2021-22.
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 Key Managerial Personnel or other designated persons ortheir relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit 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
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Your directors have already constituted the Corporate Social Responsibility (CSR)Committee comprising of Shri Sanjeev Goel as the Chairman Shri Sushil Jain and Shri ArunKumar Garg as other members.
As part of its initiatives under "Corporate Social Responsibility" (CSR) thecompany has contributed almost entire funds (calculated in terms of Section 198 of theAct) to the Prime Minister's National Relief Fund.
An amount of Rs. 2.60 Lacs reserved for a School in Sitarganj (Uttrakhand) adopted bythe company towards CSR Activities remained unspent due to pandemic COVID-19 and the samewas utilized and spent in the next year i.e. 2020-21.
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 2020-21 ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 2020-21 are as under:
|SL. NO. NAME ||DESIGNATION ||REMUNERATION PAID IN FY 2020- 21 (RS. IN LACS) ||REMUNERATION PAID IN FY 2019- 20 (RS. IN LACS) ||% INCREASE IN REMUNERATION FROM PREVIOUS YEAR ||RATIO/ TIMES PER MEDIAN OF EMPLOYEE REMUNERATION |
|1. SH. SUSHIL JAIN ||CHAIRMAN & MANAGING DIRECTOR CEO(KMP) ||213.70 ||217.65 ||N.A. ||213.70:2.90 |
|2. SH. AKSHAT JAIN ||WHOLETIME DIRECTOR ||121.29 ||143.47 ||N.A. ||121.29:2.90 |
|3. SH. S.C. SINGHAL ||COMPANY SECRETARY (KMP) ||33.67 ||35.79 ||N.A. ||N.A. |
|4. SH. N.K. MAHESHWARI ||CHIEF FINANCIAL OFFICER (KMP) ||14.55 ||14.52 ||0.21 ||N.A. |
| || ||383.21 ||411.43 || || |
ii) The percentage of median remuneration of employees of the Company during thefinancial year was 5.00%. iii) There were 235 permanent employees on the rolls of theCompany as on March 31 2021; iv) Average percentage increase made in the salaries ofemployees other than the managerial personnel in the current financial year i.e. 2020-21was 5.00% whereas the increase in the managerial remuneration for the was nil.samefinancial
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. S.C. Singhal and Sh. Naresh Kumar Maheshwari are the ChiefExecutive Officer (CEO) Company Secretary and Chief Financial Officer (CFO) of theCompany respectively.
Pursuant to the provisions of the Section 161(1) of the Companies Act 2013 read withthe Articles of Association of the Company Sh. Sanjay Gupta 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. Sanjay Gupta for the office of a Director under the provisions ofSection 160 of the Companies
Act 2013. Pursuant to Section 149 and other applicable provisions of the CompaniesAct 2013 your Directors are seeking appointment of Sh. Sanjay Gupta as IndependentDirector for five consecutive years. Details of the proposal for appointment of Sh. SanjayGupta are mentioned in the Explanatory Statement under Section 102 of the Companies Act2013 of the Notice of the 31st Annual General Meeting.
Pursuant to the provisions of Section 152 of the Companies Act 2013 Sh. Akshat JainWholetime Director will retire at the forthcoming Annual General Meeting and beingeligible offers himself for re The Company has received declaration from all theIndependent Directors confirming that they meet with the criteria of Independence asprescribed both under sub-section (6) of Section 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 2020-21 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 its Corporate/
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 financialyear.
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. You Directors thank allthe dedicated employees including executives for all their services rendered to theCompany.
| ||For & on behalf of the Board |
|Place : New Delhi ||(SUSHIL JAIN) |
|Date : 22nd June 2021 ||Chairman & Managing Director |