Your Directors are pleased to present the Eighty Seventh Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended March 312020.
The summarized standalone and consolidated results of your Company and its subsidiariesare given in the table below.
' in '000
|Particulars || |
Financial Year ended
| || |
| ||31/03/2020 ||31/03/2019 ||31/03/2020 ||31/03/2019 |
|Total Income ||210829.44 ||261229.22 ||237381.60 ||233566.97 |
|Profit/(loss) before Interest Depreciation & Tax (EBITDA) ||(402342.99) ||(440269.33) ||(134318.38) ||(13449.38) |
|Finance Charges ||1691.82 ||- ||1342.27 ||683.76 |
|Depreciation ||5549.16 ||597.53 ||94913.92 ||694.34 |
|Exceptional Items ||- ||- ||- ||- |
|Provision for Tax (including for earlier years) / Deferred Tax ||(4130.24) ||(98.15) ||(3904.56) ||2807.74 |
|Net Profit/(Loss) After Tax ||(405453.73) ||(440768.71) ||(226670.01) ||(17635.22) |
|Other comprehensive income for the year ||133.54 ||(183.37) ||105.21 ||(132.70) |
|Total Comprehensive income for the year ||(405587.27) ||(440585.34) ||(226775.22) ||(17502.52) |
|Profit/(Loss) brought forward from previous year ||(385847.03) ||54738.31 ||(1504104.95) ||(1041839.05)* |
|Share in Profit / (Loss) for Associate for the year ||- ||- ||(219834.71) ||(444763.38) |
|Share in Profit / (Loss) Attributable to Minority interest || || ||50851.80 || |
|- transfer to property plant and equipment on reclassification || || ||(1509.10) || |
|- transfer to non-controlling interest (refer note 56) ||- ||- ||80065.69 ||- |
|- Other Comprehensive income/(expenses) attributable || || ||105.21 || |
|Items of other comprehensive income recognized directly in retained earnings: - Remeasurements of post-employment benefit obligation net of tax || || ||(111.39) || |
|Less: Reversal of tax on proposed dividend for an earlier year by a jointly controlled entity || || || || |
|Profit / (Loss) carried to Balance Sheet ||(791434.30) ||(385847.03) ||(1821312.67) ||(1504104.95) |
|From this the Directors have transferred to: Special Reserve General Reserve Capital Redemption Reserve || ||- || ||- |
|Leaving a balance to be carried forward ||(791434.30) ||(385847.03) ||(1821312.67) ||(1504104.95) |
* includes impact on new Indian Accounting Standard application.
Previous year figures have been regrouped / rearranged wherever necessary.
Indian Accounting Standards
The Company has adopted Indian Accounting Standards (IND AS) from the FY 2018-19 andhas replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014.
Results of operations and state of Company's affairs
During the year the Company has incurred pre-tax Loss of Rs 4095.84 lakhs as comparedto pre-tax loss of Rs 4408.67 lakhs in the previous year. The Revenue from operationsduring the year was Rs 2072.87 lakhs compared to Rs 2611.77 lakhs in the previous year.The decrease in Income is on account of less interest income recognised during the yearand IND-AS impact on Interest income from preference share amortization.
The Company has provided loss on fair value changes during the year amounting to Rs3964.39 lakhs compared to Rs 5612.36 lakhs in the previous year and impairment onfinancial instruments during the year amounting to Rs 1795.50 compared to Rs 1010.59lakhs in the previous year.
The Reserve Bank of India (RBI) vide its Letter dated June 25 2018 has prohibited theCompany from expanding its credit / investment portfolio other than investment inGovernment Securities till Net NPAs are brought down to below 5%. The Company submits theaction plan to RBI on the status of NPAs and recoveries from time to time.
The management has started exploring options to monetize Non Performing Investment /Assets of the Company. Every effort is taken to reduce the NPA.
The Company is registered with Reserve Bank of India (RBI) as a Non-Deposit taking Non-Banking Financial Company (NBFC). It is a 'Systemically Important Non-Deposit takingNBFC'. It is primarily a Holding Company holding investments in its subsidiaries andother group Companies and joint ventures. The activities of the Company comprises ofInvestment in equity shares quoted as well as unquoted units of mutual funds Fixeddeposits with renowned Banks Inter-Corporate Deposits and Loans to its Group Companies /entities. The Committee of Investments / Loans and Risk Management is entrusted with thepower to make investments and grant loans and the Board of Directors is apprised of theinvestments of the Company and monitors the deployment of resources on regular basis.
The details of the Company's investments and analysis of securities held are given inNote 7 to the Balance Sheet as on March 31 2020. The loans to subsidiaries and otherentities within the group and interest income are disclosed in Note 6 and Note 21 to theBalance Sheet and Statement of Profit and Loss respectively as on March 31 2020.
Impact of COVID -19
During the last quarter of the year under review the incidence of COVID-19 developedinto a global pandemic. The lockdowns and restrictions imposed on various activities dueto COVID-19 pandemic have posed challenges to the business of the Company. COVID-19pandemic has impacted the economy badly and company is not an exception.
COVID-19 pandemic may cause delay in recovery of loans and interest thereon. Exactimpact of the same cannot be assessed at this stage. The details of the subsidiaries andtheir business are provided hereunder:
a) Since one of the subsidiary company and its Joint Ventures are in the business ofreal estate the sales have been affected which will in turn impact the cash flows.
b) The Associate Company is in the business of hospitality. Due to lock down and thecurb on travel and tourism the company's business has been badly affected. There will bea great impact for a very long time on the company's future cash flows.
c) The Company has made investments in one of the Insurance companies and they believethat there is no significant impact on the financials of March 2020 but however they willclosely monitor any material changes to future economical conditions. The company willtake all actions to minimise the impact that may arise from unforeseen uncertainties.
On account of COVID 19 there is a negative impact on the Company and its subsidiariesfor the last month of the previous financial year and the first quarter of the currentfinancial year. The quantum of impact cannot be presently ascertained.
Material changes and commitments occurred after the close of the year till date of thisreport which affects the financial position of the Company
Except as mentioned in this report there are no material changes and commitmentsaffecting the financial position of the Company between the end of the financial year ofthe Company and the date of the Board's Report.
In view of losses incurred by the Company your Directors have not recommended anydividend for the financial year 2019-2020.
Management Discussion and Analysis
Management Discussion and Analysis comprising an overview of the financial resultsoperations / performance and the future prospects of the Company form part of this AnnualReport.
Change in Capital Structure
During the year the Company has not issued any shares or convertible securities. TheCompany does not have any Scheme for issue of shares including sweat equity to theemployees or Directors of the Company.
As on March 312020 the issued subscribed and paid up share capital of your Companystood at Rs 225475500/- comprising 22547550 Equity Shares of Rs 10/- each.
Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return isappended as Annexure 1.
Additionally the Annual Return of the Company has been placed on the website of theCompany and can be accessed at http://www.iitlgroup.com/newStatic/Reports/Annual_Return_2018-19.pdf
Compliance with Secretarial Standards
The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application.
The Consolidated Financial Statements of your Company for the financial year 2019-20are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standards and the Listing Regulations. The Consolidated Financial Statementshave been prepared on the basis of audited financial statements of the Company itssubsidiaries associate and joint venture companies as approved by their respective Boardof Directors.
Subsidiary Associate and Joint Venture Companies
Pursuant to sub-section (3) of Section 129 of the Act the statement containing thesalient features of the financial statement of company's subsidiaries associate and jointventure Companies is given as Annexure 2.
Brief particulars about the business of each of the Subsidiaries and Joint Venture /Associate Companies is given hereunder:-
a. IIT Investrust Limited (IITIL)
IITIL is into Stock Broking and Depository facilities. Besides that IITIL alsoprovides Advisory and Consultancy services to various Body Corporates.
In June' 2019 IITIL has made application to BSE Limited and National Stock Exchange ofIndia Limited for voluntary closure of Stock Broking business and surrender of membershipwith the Exchanges. IITIL is still awaiting response.
During the financial year 2019-2020 IITIL made an application to Central DepositoryServices (India) Private Limited for Surrender of License as Depository Participant. Thesaid application for surrender of registration was accepted by CDSL and SEBI in February2020. Hence IIT Investrust Limited ceases to be the Depository Participant.
The total income of the Company for the year ended on March 31 2020 is Rs 134.70 lakhsas compared to Rs 123.67 lakhs in the previous year. This has resulted in pre-tax loss ofRs 266.99 lakhs for the year as against the pre-tax profit of Rs 91.34 lakhs for thepreceding year.
b. IITL Projects Limited - (IITLPL)
IITLPL is listed on BSE Limited.
IITLPL is engaged in Real Estate business construction of residential complex in theNational Capital Region (NCR). It has acquired a plot of land on long term lease underBuilders Residential Scheme (BRS) of the Greater Noida Industrial Development Authority(GNIDA).
Apart from constructing its own project IITLPL is also engaged in construction ofresidential flats through Special Purpose Vehicles (SPVs) and these SPVs have beenallotted plots of land on long term lease under Builders Residential Scheme (BRS) of theNew Okhala Industrial Development Authority (NOIDA) and Yamuna Expressway Authority (YEA).The total lease hold area allotted to the Company alongwith SPVs is around 265000 sq.meters and the projects are under various stages of construction.
Project developed by the Company:
Express Park View I: This project is completed and most of the flats have been allottedto the buyers..
Projects being developed by the Company jointly with SPVs:
1) The Hyde Park
2) The Golden Palms
3) Express Park View-II: The firm had made an application for partial surrender ofproject land as provided under Project Settlement Policy (PSP) and the same was acceptedby Greater Noida Industrial Development Authority (GNIDA). However the firm has withdrawnthe application and is exploring other options.
4) The Golden Palm Village: The firm has made an application under Project SettlementPolicy (PSP) to Yamuna Expressway Industrial Development Authority (YEIDA) for partialsurrender of project land which is principally accepted by YEIDA and the application isunder process with them for final disposal and has also temporarily suspended theoperations due to subdued market conditions. No communication has been received from theAuthority till date.
The total Income of the Company for the year ended on March 312020 is '113.67 lakhs ascompared to previous year which was '103.30 lakhs. On consolidation basis the income ofthe Company increased to '113.67 lakhs as compared to '73.30 lakhs in the previous yearand loss accounted to '1789.98 in the current year as compared to '1548.41 lakhs in theprevious year. Total comprehensive income for the F.Y 2019-2020 is negative '1789.76lakhs as compared to negative '1547.88 lakhs in the previous year.
c. IIT Insurance Broking and Risk Management Private Limited (IIT Insurance)
IIT Insurance has made an application to Insurance Regulatory and Development Authorityof India (IRDAI) for voluntary surrender of the Broking License (Life and Non-Life) w.e.f.December 14 2019.
The total number of operational offices at the year end was one and had 1 employee onits pay roll.
The Company's revenue of operations for the financial year ended March 31 2020 was'31.60 lakhs as compared to the revenue of '34.76 lakhs during the previous year. This hasresulted in pre-tax loss of Rs 6.78 lakhs for the year as against the pre-tax loss of Rs12.23 lakhs for the preceding year.
d. IITL Corporate Insurance Services Private Limited (ICISPL)
In January 2014 the Company had incorporated a wholly owned subsidiary viz. IITLCorporate Insurance Services Private Limited (ICISPL) for undertaking the business ofcorporate agency (for category Life) of Future Generali India Life Insurance CompanyLimited (FGILICL).
However subsequent to withdrawal of application for undertaking Corporate Agencybusiness (Category: Life) ICISPL has not commenced any business till date.
In January 2020 ICISPL has applied for Removal of name of the company from theRegister of Companies under Section 248 of the Companies Act 2013 read with the'Companies (Removal of Names of Companies from the Register of Companies) Rules 2016'.
Joint Venture / Associate Companies:
a. Future Generali India Life Insurance Company Limited (FGILICL) a Joint Venture:
In the year 2013 the Company had made an investment of Rs. 340 Crores in FutureGenerali India Life Insurance Company Limited to acquire 22.5% of its equity capital.Subsequent to the acquisition FGILICL is a joint venture of the Company.
Between August 2016 to October 2019 FGILICL has made ten Rights Issues. The Companydid not subscribe in any of the Rights Issues. Subsequent to Rights Issues the Company'sequity stake has reduced from 22.50% to 16.88% as on March 31 2020.
b. World Resorts Limited (WRL) an Associate Company:
WRL is into the business of hospitality and owns and operates a Deluxe Five Star Resortby the name "Golden Palms Hotel & Spa" Off. Tumkur Road Bangalore.
MRG Hotels Private Limited a wholly owned subsidiary company has been amalgamated withits Holding Company World Resorts Limited vide Order dated 07.02.2019 issued by theRegional Director (South East Region) Ministry of Corporate Affairs w.e.f. April012018.
Internal financial controls and their adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
M/s Sheetal Patankar & Co. Chartered Accountants a consulting / audit firm wereappointed for determining the adequacy and operating effectiveness of the existingInternal Financial Controls over Financial Reporting of the Company on behalf of themanagement.
They have observed that there are no material weaknesses in the financial controls ofthe Company. Based on the above management believes that adequate internal financialcontrols exist in relation to its Financial Statements.
Directors and Key Managerial Personnel
Based on the recommendation of the Nomination and Remuneration Committee and approvalof Audit Committee the Board of Directors appointed Mr. Kamlesh Kumar Agrawal as GroupChief Financial Officer of the Company as well as designated him as "Key ManagerialPersonnel" (KMP) pursuant to Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014w.e.f. September 112020.
Retiring by Rotation
In accordance with the Articles of Association of the Company Dr. B. Samal Directorretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
Mr. Hemang Ladani has tendered his resignation from the post of Chief Financial Officerand KMP of the Company from the close of the business hours on July 25 2020.
The Company conducts suitable familiarisation programme for Independent Directors so asto associate themselves with the nature of the industry in which the Company operates andbusiness model of the Company in addition to regular presentations on financial statementsand other relevant data. In addition to the above Directors are periodically advisedabout the changes effected in the Corporate Law Listing regulations and RBI regulationswith regard to their roles rights and responsibilities as Directors of the Company.
The details of the familiarisation programme have been disclosed and updated from timeto time on the Company's website and its weblink ishttp://www.iitlgroup.com/newStatic/AboutUs.aspx.
Meetings of the Board
Six meetings of the Board of Directors were held during the year. For further detailsplease refer Report on Corporate Governance.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act 2013 your Directors to the bestof their knowledge and belief make following statements that:
(a) In preparation of the annual accounts for the year ended March 312020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
(b) Such accounting policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at March 31 2020 and loss of the Company forthe year ended on that date;
(c) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;
(e) The proper internal financial controls were in place and that such internalfinancial controls are adequate and were operating effectively;
(f) The systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively.
Your Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A detailed Report on CorporateGovernance practices followed by your Company as prescribed by SEBI in Chapter IV readwith Schedule V of Listing Regulations together with a Certificate from M/s ChandanbalaJain & Associates Practicing Company Secretaries confirming compliance with theconditions of Corporate Governance are provided separately in this Annual Report.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed both underSection 149(7) of the Companies Act 2013 and Regulation 16(b) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.Further the Independent Directors of the Company have registered themselves with IndianInstitute of Corporate Affairs for empanelment in the databank of Independent Directors.
Policy on appointment and remuneration for Directors Key Managerial Personnel andsenior management employees
The Board of the Directors has framed the policy which lays down a framework inrelation to Remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company.
This policy also lays down criteria for selection and appointment of Board Members. TheNomination and Remuneration Policy is uploaded on the Company's weblink viz.http://www.iitlgroup.com/ newStatic/Nomination_Remuneration_Policy.pdf.
Related Party Transactions
The Company has laid down a Related Party Transaction (RPT) Policy for purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransaction as approved by the Board is uploaded on the Company's weblink viz. http://www.iitlgroup.com/newStatic/Related_Party_Transaction_Policy.pdf
All Related Party Transactions are placed before the Audit Committee and also theMembers / Board for their approval wherever necessary.
The details of the related party transactions as per Indian Accounting Standard 24 areset out in Note 39 to the Standalone Financial Statements forming part of this report.
All RPTs entered during the financial year by the Company are in ordinary course ofbusiness and on an arms' length basis. Particulars of material contracts or arrangementsmade with related parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC-2 is appended as Annexure 3 to the Directors' Report.
Corporate Social Responsibility (CSR)
The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board.
The CSR Policy is disclosed on the Company's website http://www.iitlgroup.com/newStatic/Corporate_Social_Responsibility_Policy. pdf
The report on CSR activities is attached as Annexure 4 to this Report.
Pursuant to provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. Chandanbala Jain & Associates PracticingCompany Secretaries (CP No. 6400) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is included as Annexure 5 and forms an integral part of thisreport. The Secretarial Audit Report does not contain any qualifications or reservations.The observations made in the report are self explanatory.
Annual Secretarial Compliance Report
M/s. Chandanbala Jain & Associates Practicing Company Secretaries (CP No. 6400)have submitted Annual Secretarial Compliance Report for the financial year 2019-20 for allapplicable compliances as per Securities and Exchange Board of India Regulations andCirculars / Guidelines issued thereunder and the same was submitted to stock exchangeswithin the permissible time limit.
Particulars of Loans given Investments made Guarantees given and Securities provided
The provisions of Section 186 of the Act pertaining to investment and lendingactivities is not applicable to the Company since the Company is a Non-Banking FinancialCompany whose principal business is acquisition of securities.
Details of guarantees and/or security in connection with loans to other bodiescorporates or persons as covered under the provisions of Section 186 of the Act are givenin the Notes to the Financial Statements.
Capital Adequacy Ratio
Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with Non-BankingFinancial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2007 ("RBI Directions") stood at 73.47% above the regulatory minimumof 15%. Your Company's asset size is Rs 461.90 crores. The Company has received acertificate from the Auditors of the Company M/s. Chaturvedi & Shah LLP CharteredAccountants pursuant to Non-Banking Financial Companies Auditors' Report (Reserve Bank ofIndia) Directions 2008 confirming compliance of the conditions with respect toSystemically Important Non-Deposit taking Non-Banking Financial Companies.
Conservation of energy technology absorption foreign exchange earnings and outgo:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
(A) Conservation of energy: Not Applicable
(B) Technology absorption: Not Applicable
(C) Foreign exchange earnings and Outgo: During the year under review the Company didnot earn any foreign exchange. Expenditure in foreign currency equivalent to Rs 4.40 lakhswas incurred towards business purpose.
The Company has formulated a Risk Management Policy. The Company through the Committeefor Investments / Loans and Risk Management identifies evaluates analyses and prioritiserisks in order to address and minimize such risks. This facilitates identifying high levelrisks and implement appropriate solutions for minimizing the impact of such risks on thebusiness of the Company. The Committee submits its recommendations and comments forBoard's review and necessary action.
Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism / Whistle Blower Policy to report to the managementinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct. The details of the Vigil Mechanism policy have been provided in theCorporate Governance Report and also disclosed on the website of the Company vizhttp://www.iitlgroup.com/newStatic/ Vigil_Mechanism_Whistle_Blower_Policy.pdf
Evaluation of the Board its Committees and individual Directors
The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of DirectorsCommittees of the Board and the Board as a whole.
The process for evaluation of the performance of the Director(s) / Board / Committeesof the Board for the financial year 2019-2020 was initiated by the Nomination andRemuneration Committee by sending out questionnaires designed for the performanceevaluation of the Directors Committees Chairman and the Board as a whole. The Committeealso forwarded their inputs to the Board for carrying out the Performance Evaluationprocess effectively.
In terms of provisions of Companies Act 2013 and Schedule II - Part D of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board carried out the annual performance evaluation of its own including thevarious Committees and individual Directors with a detailed questionnaire covering variousaspects of the Boards functioning like composition of Board and its Committees Boardculture performance of specific duties and obligations.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated. Based on the feedback received from the Independent Directors and taking intoaccount the views of Executive Directors and the Non-Executive Directors the Boardevaluated its performance on various parameters such as composition of Board and itscommittees experience and competencies performance of duties and obligationscontribution at the meetings and otherwise independent judgment governance issueseffectiveness of flow of information.
Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rules madethereunder M/s. Chaturvedi & Shah Chartered Accountants (Now known as Chaturvedi& Shah LLP) registered with the Institute of Chartered Accountants of India underFirm registration No. 101720W / W100355 have been appointed as the Statutory Auditors ofthe Company for a term of five years starting from the conclusion of 84th Annual GeneralMeeting held on September 23 2017 till the conclusion of the 89th Annual General Meetingof the Company to be held in the year 2022 (subject to ratification of their appointmentby the members at every AGM held after this AGM).
As per the amended provisions of the Companies Act 2017 notified on 07.05.2018Company is not required to ratify the appointment of auditors at every Annual GeneralMeeting therefore it is not proposed to ratify the appointment of auditors at theensuing Annual General Meeting.
Chaturvedi & Shah LLP Chartered Accountants have carried out Statutory Audit andthe Notes on financial statement referred to in the Auditors' Report issued by them areself-explanatory and hence do not call for any further comments under Section 134 of theAct. The Auditors' Report does not contain any qualification reservation or adverseremark.
Significant and material orders passed by the regulators
During the period under review there were no significant and material orders passed bythe regulators/ courts or tribunals that would impact going concern status of the Companyand its future operations.
Transfer of Unclaimed Dividend amounts to Investor Education and Protection Fund
In terms of Rule 5(4) of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 a sum of Rs 579801/- lying withthe Company as unclaimed dividend for the year 2011 - 2012 i.e. for a period of sevenyears from the date they became due for payment were transferred during the period underreview to the Investor Education and Protection Fund.
Pursuant to Rule 5(8) of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company has already filed thenecessary form and uploaded the details of unpaid and unclaimed amounts lying with theCompany as on the date of last AGM (i.e. September 21 2019) with the Ministry ofCorporate Affairs.
Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Account onwhich dividend has not been paid or claimed by the shareholders for seven consecutiveyears or more
According to the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 ('IEPF Rules') the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall betransferred to the demat account of the IEPF Authority. Accordingly the Company hastransferred 14775 Equity shares to IEPF account as per the requirements of the IEPFrules. The details are available on our website at http://www.iitlgroup.com/newStatic/Reports/Equity-shares-of-last-seven-consecutive-years-transferred-to-IEPF-on-or-before-November-01-2019.pdf
Particulars of Employees and related disclosures
A) Details of the ratio of the remuneration of each Director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:
|S. No. ||Name of Director / KMP and Designation ||Remuneration of Director/ KMP for financial year 2019-20 (in ') ||% increase in Remuneration in the financial year 2019-20 ||Ratio of remuneration of each Director / to median remuneration of employees |
|1 ||Dr. B. Samal Executive Chairman ||5532000 ||0% ||10.50 |
|2 ||Mr. Bipin Agarwal Non Executive Director ||240000 (Sitting fees) ||(33.33%) ||0.68 |
|3 ||Mr. Venkatesan Narayanan Independent Director ||720000 (Sitting fees) ||(11.11%) ||1.54 |
|4 ||Mr. Deb Kumar Banerjee (LIC Nominee) Non Executive Director ||360000 (Sitting fees) ||(7.69%) ||0.74 |
|5 ||Ms. Sujata Chattopadyay ||180000 (Sitting fees) ||(14.29%) ||0.40 |
|6 ||Mr. Milind S. Desai @ ||540000 (Sitting fees) ||200.00% ||0.34 |
|7 ||Ms. Cumi Banerjee Chief Executive Officer & Company Secretary ||3771000 ||12.53% ||6.36 |
|8 ||Mr. Hemang Ladani # ||1347346 ||24.26% ||2.06 |
# Remuneration not comparable since Mr. Hemang Ladani was appointed as Group ChiefFinancial Officer by Board w.e.f. 20.04.2018 and last year's remuneration is for part ofthe year.
Note: The remuneration to Directors includes sitting fees paid to them for thefinancial year 2019-20.
i) Median remuneration of employees of the Company during the financial year 2019-2020was Rs 526919/-.
ii) Median remuneration of employees of the Company during the financial year 2018-2019was Rs 474933/-. In the financial year there was an increase of 10.95% in the medianremuneration of employees.
iii) There were 12 confirmed employees on the rolls of the Company as on March 312020.
iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year i.e. 2019-20 was 6.75% whereas theincrease in the managerial remuneration for the same financial year was 10.20%. (Thisexcludes the salaries of the newly joined and resigned employees during the same financialyear)
v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other employees.
B) Details of every employee of the Company as required pursuant to rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
During the year under consideration none of the employees of the company was inreceipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have not been provided.
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme
3. Details relating to deposits covered under Chapter V of the Act.
4. The provisions of section 148 of the Act are not applicable to the Company.Accordingly there is no requirement of maintenance of cost records as specified undersection 148(1) of the Act.
5. No fraud has been reported by the Auditors to the Audit Committee or the Board.
6. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.
During the year under review the Company has not accepted any deposits from thepublic.
Disclosures under Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013
In accordance with the provisions of the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 Internal Complaints Committee (ICC) hasbeen set up to redress complaints. ICC has not received any complaints during thefinancial year 2019-20.
Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.
Your Directors thank the bankers shareholders and advisers of the Company for theircontinued support.
Your Directors also thank the Central and State Governments and other statutoryauthorities / regulators for their continued support.
| ||For and on behalf of the Board |
| ||Industrial Investment Trust Limited |
| ||Dr. B. Samal |
| ||Chairman |
| ||(DIN: 00007256) |
|Date : September 11 2020 || |
|Place : Mumbai || |