The directors are pleased to present the 32nd Annual Report together withthe Audited Financial Statements of our Company for the year ended March 31 2021.
OPERATING RESULTS AND FINANCIAL PERFORMANCE
Being Covid Pandemic year your Company could not achieve the desired sales andconsequently profitability took a hit in current year. Further due to the competitionprofit margin has reduced. However in the coming year we expect better sales and markedimprovement in the profitability.
|FINANCIAL RESULTS ||2020-21 ||2019-20 |
| ||Standalone ||Standalone |
|Sales / Other Income ||14594.89 ||15162.93 |
|Gross Profit before interest depreciation prior Period income and expenditure and impairment Loss ||1651.08 ||2402.86 |
|Interest ||835.63 ||1057.97 |
|Depreciation ||1003.31 ||1196.62 |
|Profit / (Loss) before prior period adjustment exceptional items and Tax ||-187.86 ||148.27 |
|Exceptional items ||103.55 ||-133.62 |
|Provision for Taxation ||35.61 ||94.03 |
|Provision for deferred Tax ||-98.55 ||-13.17 |
|Profit / (Loss) after Tax ||-228.47 ||201.03 |
TRANSFER TO RESERVES
Your Company proposes not to transfer any amount to the General Reserve.
Considering the loss incurred in the current financial Year so your Directors has notrecommended any Dividend for the Financial Year 2020-21.
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 31 2021 and the date of this Report.
The paid-up Equity Share Capital as on March 31 2021 was Rs. 22465000 /-. Duringthe year under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company have sell entire stake held in Jauss Polymers Limited to Mr. KetineniSayaji Rao on 25th January 2021 so the Company does not have any AssociateCompany on 31st March 2021.
Your Company has sell entire shareholding of Jauss Polymers Limited to the Mr. KetineniSayaji Rao on 25th January 2021 so The accounts of Jauss Polymers Limited arenot required to Consolidated with the Financial Statements of the Company.
There is no change in the Directorship of the Company during the Financial Year2020-2021.
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.
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 as on 31stMarch 2021:
a. Mr. Ketineni Satish Rao Managing Director b. Mr. Sanjay Saigal Chief FinancialOfficer c. Mr. Vishesh Chaturvedi Company Secretary* *Resigned on 31st March2021.
NUMBER OF BOARD MEETINGS
Eight (8) 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 Board of Directorshas carried out an annual evaluation of its own performance the Board committees andindividual directors. The performance of the Board was evaluated by the Board afterseeking inputs from all the directors on the basis of the criteria such as the diversityof the Board effectiveness of the board processes information and functioning etc.
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 ASJS and Company Chartered Accountants (Registration No. 032456N) be and are herebyappointed as the Auditors of the Company from the conclusion of this Meeting to hold suchoffice for a period of five years till the conclusion of the 37th Annual General Meetingat a remuneration of Rs. 120000/- P.A. (Rupees One Lakhs Twenty Thousand only) toconduct the audit of the Company payable in one or more installments plus goods andservices tax as applicable and reimbursement of out-of-pocket expenses incurred.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
During the year under review no frauds were reported by Statutory Auditor andSecretarial Auditor against the Company which would need to be mentioned in this Board sReport.
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 Member and Mr. Ketineni Satish Rao Member. The Board of Directors ofyour Company has revised its terms of reference to make it in line with the requirementsof Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligationsand Disclosure Requirements) 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 length.All related party transactions are with the approval of the Audit Committee andperiodically 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 and the same has been placed on theCompany s website www.itplgroup.com.
The Board states that applicable Secretarial Standards i.e. SS-1 and SS-2 relating toMeetings of the Board of Directors and General Meetings respectively have been dulyfollowed by the Company.
ANNUAL SECRETARIAL AUDIT REPORT & ANNUAL SECRETARIAL COMPLIANCE REPORT
The Board has appointed M/s Upender Jajoo & Associates Company Secretaries toconduct the Secretarial Audit for the financial year 2020-21. The Secretarial Audit Reportfor the financial year 2020-21 is enclosed here as an Annexure -E and forms part of thisReport. The Secretarial Audit Report does not contain any qualifications reservation oradverse remark.
Pursuant to Circular No. CIR/CFD/CMD1/27/2019 issued by Securities and Exchange Boardof India dated February 8 2019 read with Regulation 24(A) of Listing Regulations alllisted entities on annual basis are required to get a check done by Practising CompanySecretary (PCS) on compliance of all applicable SEBI Regulations and circulars/ guidelinesissued thereunder and get an Annual Secretarial Compliance Report issued by a PCS in thisregard the Annual Secretarial Compliance Report was submitted to Stock Exchanges on June09 2021.
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 therelated party transactions is available on the website of the Company.
2. The Company has formulated and published the Whistle Blower Policy to provideVigil Mechanism for employees including directors of the Company to report genuineconcerns which is available on Company s website www.itplgroup.com. The provisions ofthis policy are in line with the provisions of Section 177(9) of the Companies Act 2013and under regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.
3. There were no significant or material orders passed by the Regulators orCourts or Tribunals which impact the going concern status and Company s operations infuture.
4. During the year under review there were no cases reported under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
5. The Company pursuant to the provisions of Section 178 of the Companies Act2013 has formulated and adopted a nomination and remuneration policy which is disclosed onour website at the below link- http://itplgroup.com.
Electronic copies of the Annual Report for the FY 2020-21 and the Notice of the 32ndAGM are being sent to all the members whose email addresses are registered with theCompany / Depository Participants.
RESPOND TO COVID 19
During these testing times we have witnessed several industries and geographies comingto a standstill.
However we approached the disaster hands-on and successfully mitigated the impacts ofCovid-19 throughout the organization across various functions. Regular sanitization atour workplaces Covid-19 awareness program coupled with mental health drives enabled usto mitigate the pandemic-incurred risks.
We feel our constant endeavour in fighting the pandemic and supporting ourstakeholders has holstered our value creation process.
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.
|For on behalf of the Board |
|Sd/- ||Sd/- |
|Ketineni Sayaji Rao ||Ketineni Satish Rao |
|Chairman ||Managing Director |
|(DIN.: 01045817) ||(DIN: 02435513) |
Place : Noida
Date : 06.09.2021