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Indian Toners & Developers Ltd.

BSE: 523586 Sector: Industrials
NSE: N.A. ISIN Code: INE826B01018
BSE 00:00 | 26 Feb 82.00 -0.15
(-0.18%)
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83.00

HIGH

85.00

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81.05

NSE 05:30 | 01 Jan Indian Toners & Developers Ltd
OPEN 83.00
PREVIOUS CLOSE 82.15
VOLUME 40458
52-Week high 156.00
52-Week low 80.05
P/E 7.70
Mkt Cap.(Rs cr) 108
Buy Price 82.00
Buy Qty 100.00
Sell Price 83.00
Sell Qty 5.00
OPEN 83.00
CLOSE 82.15
VOLUME 40458
52-Week high 156.00
52-Week low 80.05
P/E 7.70
Mkt Cap.(Rs cr) 108
Buy Price 82.00
Buy Qty 100.00
Sell Price 83.00
Sell Qty 5.00

Indian Toners & Developers Ltd. (INDIANTONERS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 28th Annual Report alongwiththe Accounts for the year ended March 31 2018.

Working Results

(Rs. in Lacs)

For the year ended 31st March 2018

For the year ended 31st March 2017

Standalone Consolidated Standalone Consolidated
Revenue from Operations 11023 11053 11540 11506
Operating Gross Profit 3411 3376 3383 3308
Add/ Financial Charges (57) (57) (36) (36)
(Less): Depreciation & Other Amortizations (368) (368) (321) (321)
Profit before tax 2986 2951 3026 2951
Add/(Less) Provision for tax-
Current Year & MAT Cr. Ent. (578) (560) (600) (600)
Previous Year Tax Adjustment (11) (11) (22) (22)
Deferred Tax Assets (Liabilities) 25 25 (42) (42)
Surplus Available for appropriation 2422 2405 2362 2287

OPERATIONS

The standalone turnover of your Company during the year was Rs. 11023 Lacs. Out of thisaround 25% of revenue were from exports and rest from domestic sales. The year underreview has been a challenging year due to initial hiccups in GST implementation in H1FY18.The momentum picked up in H2FY18 making up for the subdued H1 and we ended the year with aflattish revenue growth and a volume growth of approximately 5%.

DIVIDEND

The Board of Directors have recommended interim dividend @ Rs.1.50 per Equity Share ofRs.10/- each on 27.11.2017. The Board of Directors have recommended final dividend @Rs.1.50 per Equity Share of Rs.10/- each making a total dividend of Rs.3.00/- per EquityShare for the Financial Year 2017-18. The final dividend is subject to approval ofshareholders at the Annual General Meeting.

FUTURE OUTLOOK AND PLANS

Domestic Business continues to do good with Imaging industry expected to flourish onback of increasing demand for offices especially in tier 2 and tier 3 cities. India stillremains a largely under-penetrated market as compared to the developed countries giving usthe visibility for long term growth. With 600 dealers spread throughout the country we areat fore-front to satisfy this huge gap.

Our wholly owned subsidiary "Indian Toners USA Company" has been gainingtraction in the U.S. market thereby opening up opportunity in the overseas market. Ourfocus in U.S.A is to create a product positioning known for its high quality compatibletoners and establish ourselves as a trusted supplier.

Efforts are going on to develop more products of toner and your Company is hopeful toachieve the desired results with the help of the research team.

The Management of your Company is actively exploring opportunities to invest in somenew projects and other activities as part of diversification plan.

AMALGAMATION OF ITDL IMAGETEC LIMITED (A SUBSIDIARY CO.) AND OTHER GROUP COMPANIES WITHINDIAN TONERS & DEVELOPERS LTD.

The Scheme of Arrangement for amalgamation of ITDL Imagetec Limited including fourgroup companies with the Company has been approved by Hon'ble National Company LawTribunal (NCLT) Allahabad and Hon'ble NCLT Principal Bench New Delhi vide their orderdated 9.5.2017 and 26.7.2017 respectively.

WHOLLY OWNED SUBSIDIARY

In order to cover the untapped markets of North and South America your Company hasincorporated a Wholly Owned Subsidiary of the Company in the State of Florida (USA) withan investment of upto $250000- only which has already become operational. However sofar the results are not as per expectations but all out efforts are being made to improvethe same.

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. 37.51 Lacs invarious heads in addition to Rs. 13.73 Lacs for purchase of capital items. Your Companyhas exhaustive 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:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedas Annexure "1".

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 5 times during the financial year from 1st April 2017to 31st March 2018. The dates on which the meetings were held are as follows:

20th May 2017 31st August 2017 11th September2017 27th November 2017 and 2nd February 2018.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

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 31st March 2018 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.

REMUNERATION POLICY

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 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 27th AnnualGeneral Meeting of the Company for an initial term of 5 years i.e. from the conclusion of27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of theCompany pursuant to Section 139 of the Companies Act 2013. They have confirmed that theyare 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 Company hasappointed M/s Mukesh Agarwal & Co. (CP No.:3851 FCS: 5991) Company Secretaries toundertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed asAnnexure "2".

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 Internal Auditors of the Company for the year 2018-19.

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 transactions 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 100 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

Your directors have already constituted the Corporate Social Responsibility (CSR)Committee comprising of Shri Sanjeev Goel as the Chairman Shri Sushil Jain and ShriArun Kumar 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.

The Annual Report on CSR Activities is annexed as Annexure "3".

BOARD EVALUATION

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.

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 2017-18 ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 2017-18 and the comparison of remuneration of each KeyManagerial Personnel (KMP) against the performance of the Company are as under:

SL. NO. NAME DESIGNATION REMUNERATION PAID IN FY 2017-18 (RS. IN LACS) REMUNERATION PAID IN FY 2016-17 (RS. IN LACS) % INCREASE IN REMUNERATION FROM PREVIOUS YEAR RATIO/ TIMES PER MEDIAN OF EMPLOYEE REMUNERATION COMPARISON OF THE REMUNERATION OF KMP AGAINST THE PERFORMANCE OF THE COMOPANY
1. SH. SUSHIL JAIN CHAIRMAN & MANAGING DIRECTOR CEO (KMP) 160.32 132.46 21.03 160.32:1.62

Profit before tax is Rs. 2986 Lacs and Profit after tax is Rs. 2422 Lacs in FY 2017-18

2. SH. S.C. SINGHAL COMPANY SECRETARY (KMP) 29.56 24.54 20.46 N.A.
3. SH. N.K. MAHESHWARI CHIEF FINANCIAL OFFICER (KMP) 12.07 10.29 17.30 N.A.
201.95 167.29 20.72

Note: Current year Standalone Figures are not comparable with the previous yearStandalone figures due to amalgamation of its subsidiary company with the company w.e.f.1.4.2016.

ii) The median remuneration of employees of the Company during the financial year wasRs.1.62 Lacs.

iii) There were 276 permanent employees on the rolls of the Company as on March312018;

v) Relationship between average increase in remuneration and company performance:- TheProfit before Tax for the financial year ended March 312018 was Rs. 2986 Lacs whereas themedian remuneration was Rs. 1.62 Lacs. The average median remuneration was in line withthe performance of the Company.

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:

The total remuneration of Key Managerial Personnel increased by 20.72% from Rs.167.29Lacs in 2016-17 to Rs.201.95 Lacs in 2017-18 whereas the Profit before Tax was Rs.2986Lacs in 2017-18.

vii) a) Variations in the market capitalization of the Company : The marketcapitalization as on March 312018 was Rs. 314.76 Crores (Rs. 126.93 Crores as on March312017).

b) Price Earnings ratio of the Company was 18.39 as at March 312018 and was 8.55 as atMarch 312017.

c) Percent increase over decrease in the market quotations of the shares of the companyas compared to the rate at which the company came out with the last public offer in theyear - The closing share price of the Company at BSE Limited on 31st March 2018 beingRs.239.15 per equity share of face value of Rs.10 each has grown more than 24 times sincethe last public offer by the Company which was made in the year 1992.

viii) Average percentage increase made in the salaries of employees other than themanagerial personnel in the current financial year i.e. 2017-18 was 9.61% whereas theincrease in the managerial remuneration for the same financial year was 21.03%.

ix) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.

x) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - Not Applicable; and

xi) 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.

During the year under review Sh. Vikram Prakash Director of the company has ceased tobe Director w.e.f. 10.8.2017 as he has left for heavenly abode. Sh. K.K. Dhiman Directorof the Company has resigned from the Directorship w.e.f. 11.9.2017.

On the recommendation of Nomination & Remuneration Committee's meeting held on1.2.2018 the Board of Directors in its meeting held on 2.2.2018 has appointed Sh. AkshatJain as Wholetime Director of the Company w.e.f. 1st April 2018 subject to theapproval of shareholders in the forthcoming Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Sh. Sushil JainChairman & Managing Director will retire at the forthcoming Annual General Meetingand being eligible offers himself 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 FY 2017-18 the Company has notreceived any complaint. The Company is conducting workshops/awareness programs onprevention of sexual harassment from time to time.

PERSONNEL

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 cooperation and outstanding contribution to the growth of theCompany 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 proviso of the above rule. Any shareholder interested in obtaining suchparticulars may write to the Company at its Corporate/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.

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.

CORPORATE GOVERNANCE

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 elsewhere in this Annual Report.

ACKNOWLEDGEMENT

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 :17th May 2018 Chairman & Managing Director