The directors are pleased to present the 31st Annual Report together with the AuditedStandalone and Consolidated Financial Statements of our Company for the year ended March312020.
OPERATING RESULTS AND BUSINESS PERFORMANCE
|FINANCIAL RESULTS ||2019-20 ||2018-19 |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Sales / Other Income ||15002.62 ||15002.62 ||14549.96 ||14549.96 |
|Gross Profit before interest depreciation prior Period income and expenditure and impairment Loss and excess provision written back ||2402.86 ||2402.86 ||2366.74 ||2366.74 |
|Interest ||1057.97 ||1057.97 ||872.46 ||872.46 |
|Depreciation ||1196.62 ||1196.62 ||1053.04 ||1053.04 |
|Profit / (Loss) before prior period adjustment exceptional items and Tax ||201.03 ||201.86 ||214.44 ||215.19 |
|Exceptional items ||0 ||0 ||0 ||C |
|Provision for Taxation ||117.09 ||94.03 ||54.37 ||54.37 |
|Provision for deferred Tax ||-13.17 ||-13.17 ||-113.4 ||-113.4 |
|Profit / (Loss) after Tax ||201.03 ||201.86 ||273.47 ||274.22 |
TRANSFER TO RESERVES
Your Company proposes not to transfer any amount to the General Reserve. The Companyproposes to retain Rs. 2.01 cr. in the Profit and Loss account.
Your Board has deferred for the time being the decision to recommend any Dividend forthe Financial Year 2019-20.
MATERIAL CHANGES AND COMMITMENTS
There was no change in the nature of the business of the Company. There were nomaterial changes and commitments affecting the financial position of the Company betweenMarch 312020 and the date of this Report.
The paid-up Equity Share Capital as on March 31 2020 was Rs. 22465000 /-. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has One (1) Associate Company i.e. Jauss Polymers Limited within themeaning of Section 2(6) of the Companies Act 2013 ("Act").
The accounts of Jauss Polymers Limited are Consolidated with the Financial Statementsof the Company are prepared in accordance with the provisions of the Companies Act 2013and the relevant Accounting Standards issued by the Institute of Chartered Accountants ofIndia.
EMERGENCE OF COVID 19
Towards the end of the financial year the World Health Organisation (WHO) declaredCovid-19 a pandemic and the outbreak which infected millions has resulted in deaths of asignificant number of people globally. Covid-19 is seen having an unprecedented impact onpeople and economies worldwide.
The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. It is focussed on controlling the fixedcosts maintaining liquidity and closely monitoring the supply chain to ensure that themanufacturing facilities operate smoothly.
The Company operates its business in conformity with the highest ethical and moralstandards and employee centricity. In view of the outbreak of the pandemic the Companyundertook timely and essential measures to ensure the safety and well-being of itsemployees at all its plant location and the head office. The office based employees wereallowed to work from home by providing adequate digital and other assistance. The Companyobserved all the government advisories and guidelines thoroughly and in good faith.
Ms. Rekha Jain Independent Director Mr. Akshay Jain Independent Director and Mr.Ketineni Chandra Sekher Rao Director of the Company have resigned on 14th February 2020.The Board of Directors places on record their sincere appreciation for the contributionsmade by Ms. Rekha Jain Independent Director Mr. Akshay Jain Independent Director andMr. Ketineni Chandra Sekher Rao Director during their directorship in the Company.
The Board of Director of the Company have appoint Ms. Nidhi Dwarakanath and Mr. PratikAjay Autade as additional Independent Director of the Company w.e.f. 14th Feb 2020.
The designation of Mr. Ketineni Sayaji Rao has been changed from Managing Director toChairman of the Company with immediate effect on the existing terms & conditionssubject to the approval of the members in ensuing General Meeting. Accordingly he willhold office as Chairman of the Company for his remaining tenure of his office.
The designation of Mr. Ketineni Satish Rao has been changed from Whole-time Director toManaging Director with immediate effect subject to the approval of the members in ensuingGeneral Meeting. Accordingly he will hold office as Managing Director of the Company forhis remaining tenure of his office.
All Independent Director have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and the Rules made thereunder and are independent ofthe management. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.
The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of accountsdigitalisation human resources strategy auditing tax and risk advisory servicesfinancial services corporate governance etc. and that they hold highest standards ofintegrity.
The Independent Directors of the Company have undertaken requisite steps towards theinclusion of their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6of the Companies (Appointment & Qualification of Directors) Rules 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by the Section 134(3)(c) read with the Section 134(5) of the Companies Act2013 your directors state that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had 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 and loss of the company for that period;
(c) The directors had taken a proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and if the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations of independence from each of itsIndependent Directors under section 149(7) of the Companies Act 2013 that he/she meetsthe criteria of independent director envisaged in section 149 (6) of the Companies Act2013.
All Independent Directors have submitted the declaration of Independence as requiredpursuant to Section 149(7) of the Act stating that they meet the criteria of Independenceas provided in section 149(6) of the Companies Act 2013 and are not disqualified fromcontinuing as Independent Directors.
KEY MANAGERIAL PERSONNEL
The following persons are the Whole-Time Key Managerial Personnel (KMP') of theCompany in terms of provisions of Section 203 of the Companies Act 2013:
a. Mr. Ketineni Satish Rao - Managing Director
b. Mr. Sanjay Saigal - Chief Financial Officer
c. Mr. Vishesh Chaturvedi - Company Secretary
NUMBER OF BOARD MEETINGS
Ten (10) meetings of the Board of Directors of your Company were held during the yearunder review.
EVALUATION OF BOARD PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by Securities and Exchange Board of India ("SEBI")under SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Boardof Directors has carried out an annual evaluation of its own performance the Boardcommittees and individual directors. The performance of the Board was evaluated by theBoard after seeking inputs from all the directors on the basis of the criteria such as thediversity of the Board effectiveness of the board processes information and functioningetc.
The performances of the committees were evaluated by the Board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees and effectiveness of the committee meetings etc. The performance of theindividual directors were reviewed on the basis of the criteria's such as contribution ofthe individual director to the Board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.
The performances of non-independent directors the Board as a whole and of the Chairmanwere evaluated in a separate meeting of the Independent Directors after taking intoaccount the views of executive directors and the non-executive directors.
INTERNAL FINANCIAL CONTROL
The Company has in place an established internal control system to ensure properrecording of the financial & operational information the compliance of variousinternal controls and other regulatory/statutory compliances. All Internal Audit findingsand control systems are periodically reviewed by the Audit Committee of the Board ofDirectors which provides strategic guidance on Internal Controls.
In accordance with the provisions of Sections 139 and 142 of the Companies Act 2013M/s Prashant Aggarwal & Co. Chartered Accountants (Registration No. 031654N) be andare hereby appointed as the Auditors of the Company from the conclusion of this Meeting tohold such office for a period of one years till the conclusion of the 32rd Annual GeneralMeeting at a remuneration of ' 400000/- (Rupees four Lakhs only) to conduct the auditfor the financial year 201920 payable in one or more instalments plus goods and servicestax as applicable and reimbursement of out-of-pocket expenses incurred.
DIRECTORS' VIEW ON AUDITORS' OBSERVATIONS
The Management responses to the observation of the auditors is explained wherevernecessary through appropriate notes to the Accounts is reproduced hereunder in compliancewith the relevant legal provisions.
No disclosure or reporting is required in respect to the deposits covered under ChapterV of the Companies Act 2013 as there were no transactions in respect to the same duringthe year under review.
There is a continuous process of identifying / managing risks through a Risk ManagementProcess. The measures used in managing the risks are also reviewed. The risks identifiedby the Company broadly fall in the category of operational risk regulatory riskfinancial & accounting risk & foreign currency related risks. The risk managementprocess consists of risk identification risk assessment risk monitoring & riskmitigation. During the year measures were taken for the minimization of risks and theBoard was informed from the time to time. In the opinion of the Board none of the saidrisks which have been identified may threaten the existence of the Company.
The Audit Committee of the Company consists of Mr. Pradeep Kumar Jain Chairman Mr.Pratik Ajay Autade Mr. Ketineni Satish Rao. The Board of Directors of your Company hasrevised its terms of reference to make it in line with the requirements of Section 177 ofthe Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to the conservation of energy technology absorption andforeign exchange earnings and outgo as required under Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is enclosed asAnnexure - A and forms part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in the excess of the limits that set out in the said rulesis enclosed as Annexure B1 and forms as part of this report. A statement showing detailspertaining to the remuneration and other details as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed as Annexure - B2 and forms as part of thisReport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has made investments in securities of other body corporate(s) the detailsof which are given in Note 12 to the Financial Statements which are within the limitsprescribed under section 186 of the Companies Act 2013
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are in ordinary course of business and at arm's lengthwhich are not material in nature. All related party transactions are with the approval ofthe Audit Committee and periodically placed before the Board for review.
The prescribed Form AOC-2 is enclosed as Annexure - C and forms part of this Report.Your directors draw the attention of members to Note 41 to the standalone financialstatements which sets out related party disclosures.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of Annual Return in prescribed form MGT-9 isenclosed as Annexure-D and forms part of this Report.
The Board has appointed M/s Upender Jajoo & Associates Company Secretaries toconduct the Secretarial Audit for the financial year 2019-20. The Secretarial Audit Reportfor the financial year 2019-20 is enclosed here as an Annexure - E and forms part of thisReport. The Secretarial Audit Report does not contain any qualifications reservation oradverse remark.
As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 Corporate Governance Report along with Auditors' certificate thereon andthe Management Discussion and Analysis Reports are enclosed and they form part of thisreport.
1. Policy on materiality of related party transactions and dealing with the relatedparty transactions is available on the website of the Company.
2. The Company has formulated and published the Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concernswhich is available on Company's website www. itplgroup.com. The provisions of this policyare in line with the provisions of Section 177(9) of the Companies Act 2013 and underregulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015.
3. There were no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
4. During the year under review there were no cases reported under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company pursuant to the provisions of Section 178 of the Companies Act 2013 hasformulated and adopted a nomination and remuneration policy which is disclosed on ourwebsite at the below link- http://itplgroup.com.
Electronic copies of the Annual Report for the FY 2019-20 and the Notice of the 31stAGM are being sent to all the members whose email addresses are registered with theCompany / Depository Participants.
The Directors wish to acknowledge and thank the Central and State Government and allthe regulatory bodies for their continued support and guidance. The Directors thank theshareholders customers business associates the Financial Institutions and the Banks forthe faith reposed in the Company and its management.
The Directors place on record their deep appreciation of the dedication and commitmentof your Company's employees at all levels and look forward to their continued support inthe future as well.