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ITL Industries Ltd.

BSE: 522183 Sector: Engineering
NSE: N.A. ISIN Code: INE478D01014
BSE 11:00 | 25 Mar 156.25 -3.75
(-2.34%)
OPEN

156.00

HIGH

156.25

LOW

156.00

NSE 05:30 | 01 Jan ITL Industries Ltd
OPEN 156.00
PREVIOUS CLOSE 160.00
VOLUME 2073
52-Week high 293.60
52-Week low 140.10
P/E 7.32
Mkt Cap.(Rs cr) 50
Buy Price 156.60
Buy Qty 11.00
Sell Price 160.95
Sell Qty 9.00
OPEN 156.00
CLOSE 160.00
VOLUME 2073
52-Week high 293.60
52-Week low 140.10
P/E 7.32
Mkt Cap.(Rs cr) 50
Buy Price 156.60
Buy Qty 11.00
Sell Price 160.95
Sell Qty 9.00

ITL Industries Ltd. (ITLINDS) - Director Report

Company director report

Your Directors have pleasure in presenting the 30th Annual Report ofthe Company and the Audited statement of accounts for the year ended 31st March 2018.

01. FINANCIAL RESULTS : (Amount in `)

Particulars

Financial year ended 31.03.2018

Financial year ended 31.03.2017

a) Sales & Other Income

838292694

704211709

b) Profit before interest Depreciation & Tax

88804440

79729143

c) Less : - Interest and Finance Charges

24478603

22752154

- Depreciation

11415647

8755575

d) Profit before Tax

64325836

48221414

e) Less : Provision for Tax Current year

14000000

10000000

f) Less : Deferred Tax Liabilities

-2042376

1370000

g) Less : Income Tax earlier year

1067156

-549741

h) Profit after Tax

51301056

37401155

i) Profit brought forward from previous year

4703785

9181193

j) Profit available for appropriations

56004841

46582348

k) Transferred to General Reserve

50000000

40000000

l) Proposed Dividend

1602150

1601600

m) Provision for Dividend Distribution Tax

326161

277141

n) Balance carried to Balance Sheet

4076531

4703607

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs.0.50 Per share (previous year Rs. 0.50 per share) for the year ended 31st March 2018subject to approval of the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review the sales & other Income ofCompany increased from Rs. 7042.12 Lacs to Rs. 8382.93 Lacs showing a growth of 19.04%& profit after Tax of the Company for the year under review has increased from Rs.374.01 lacs to Rs. 513.01 Lacs showing a growth of 37.17%.

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remainspositive on account of inter-alia the following factors: (a) expectations that theindustrial sector would remain buoyant; (b) increase in corporate sales and profitability;(c) pick-up in order books and capacity utilization as per different survey results; (d)turnaround in exports with improving global conditions; (e) pick-up in lead servicesindicators for transportation telecommunication and construction and; (f) revival incredit demand from the private sector.

05. DIRECTORS :

Shri Manohar Singh Jain retire by rotation and being eligible offershimself for re-appointment.

The Board of Director's at their meeting held on August 13 2018had approved the re-appointment of Shri Rajnedra Singh Jain (DIN 00256515) as a ManagingDirector for a period of three years w.e.f. February 012019 subject to shareholderapproval.

The Board of Director's at their meeting held on August 13 2018had approved the re-appointment of Shri Mahendra Singh Jain (DIN 00256047) as a JointManaging Director for a period of three years w.e.f. February 012019 subject toshareholder approval.

06. DIRECTORS' RESPONSIBILITYSTATEMENT :

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements forthe year ended March 31 2018 the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; b) that suchaccounting policies as mentioned in Notes to the Financial Statements have been selectedand applied consistently and judgement and estimates have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 2018 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) that the annual financial statements have been prepared on a goingconcern basis;

e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

07. PUBLIC DEPOSIT:

During the year under review your company has neither invited noraccepted any deposit under the provisions of Section 73 of the Companies Act 2013 andrules

08. AUDITORS :

08.1 - STATUTORY AUDITORS

The Auditors M/s Mahendra Badjatya & Co. Chartered Accountants(ICAI FRN 001457C) have been appointed as statutory auditors of the company at the lastAnnual General Meeting held on 28.09.2017 for a period of five years subject toratification by members at every consequent Annual General Meeting. Thereforeratification of appointment of Statutory Auditors is being sought from the members of theCompany at the ensuing AGM.

08.2 - SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Company has appointed Raju Chandra Pal Practicing Company Secretary (CP No.:14771& ACS:24927)to undertake the secretarial audit of the company. The Secretarial AuditReport is given in the Annexure forming part of this report.

08.3 - INTERNAL AUDITORS

Mrs. Pratibha Kothari Chartered Accountants performs the duties ofinternal auditors of the company and their report is reviewed by the audit committee fromtime to time.

09. TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act 2013 read with theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theRules") notified by the Ministry of Corporate Affairs the unclaimed and unpaiddividends amount for the year 2010-11 is required to be transferred to IEPF in the duedate as specified in the Notice of the AGM and shares of the respective shares on which nodividend is claimed for a consecutive 7 years will also be transferred to IEPF Authorityas per the requirement of the IEPF rules on due date. During the financial year 2017-18The Company has Transfer 83265 (Eighty Three Thousands Two Hundred Sixty Five) EquityShares to Investors Education and Protection Fund (IEPF) related to the concernedshareholders have not claimed dividend for a period of 7 consecutive years.

10. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2018 was Rs.32043000 divided into 3204300 equity shares of Rs. 10/- each. During the year theCompany has forfeited 93000 (Ninety Three Thousand) partly paid up Equity Share of facevalue of Rs. 10 each on which total Rs. 423507 remains unpaid on account of Share Capitalaccount due to failure to pay the balance amount of allotment money due in the BoardMeeting held on 11.09.2017 and the same has been approved by the BSE letter dated10.01.2018.Your company do not hold any instruments convertible into the equity shares ofthe Company.

11. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

The information on conservation of energy technology absorptionand foreign exchange earnings and outgo stipulated under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is given inthe Annexure forming part of this report.

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during theyear.

13. SUBSIDIARY COMPANY:

M/s. M.M. Metals Pvt. Ltd. is subsidiary of your Company. Thebusiness operations of the said companies have not been commenced.

The Statement pursuant to the Companies Act 2013 in respect ofthe Subsidiary Company is separately annexed and forms part of the Annual Report.

14. RELATED PARTY TRANSACTIONS :

All related party transactions that are entered into during thelast financial year were on arms length basis and were in the ordinary course of business.There were no materially significant related party transactions made with PromotersDirectors or Key Managerial Personnel which may have a potential conflict of interest ofthe Company at large.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

During the year under review your Company having profit before tax ofRs. 6.43 Crores and as per provisions of Section135 of the Companies Act 2013 everycompany having net worth of rupees five hundred Crore or more or turnover of rupees onethousand crore or more or a net Profit of rupees five crore or more during any financialyear shall constitute a Corporate Social Responsibility Committee of the Board consistingof three or more directors out of which at least one director shall be an independentdirector;

Accordingly Board has constituted Corporate Social ResponsibilityCommittee in its meeting held on 13 August2018 comprising following members:-

1. Shri Rajendra Singh Jain - Chairman

2. Shri Mahendra Singh Jain - Member

3. Dr. Pratima Jain - Member

The role of the committee is to formulate and recommend a CSRpolicy to the Board to recommend expenditure to be incurred on CSR activities to monitorThe CSR Policy of the Company From time to time and to institute a transparent monitoringmechanism for implementation of the CSR projects or programs or activities undertaken bythe Company. Further expenses towards CSR activities will be done in current financialyear and will be review time to time.

The Company's CSR Policy lays out the vision objectives andimplementation mechanisms. The Company's CSR policy is available on the Company's websiteat www.itl.co.in The Company's CSR activities have traditionally focused on educationskill development health environment and promoting sustainable practice

16. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OFDIRECTORS KEY

MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEE :

In accordance with section 178 and other applicable provisions ifany of the Companies Act 2013 read with the rules issued under there the Board ofDirectors formulated the Nomination and Remuneration Policy of your Company ion therecommendations of the Nomination and Remuneration Committee. Details of Policy coveringthese Requirements have disclosed in Corporate Governance Report.

During the year none of the employee of the company is drawing morethan 6000000/- per annum or Rs. 500000/- per month for the part of the year thereforeParticulars of the employee as require under section 197 of the Companies Act 2013 readwith rule 5(2) & 5 (2) of the Companies (appointment and remuneration) Rule 2014 arenot applicable.

17. REPORT ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATEGOVERNANCE & MANAGEMENT DISCUSSION A NALYSIS :

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 a spate titled "Report on CorporateGovernance and Management Discussion and Analysis" forms part of this Annual Report.

Certificate confirming compliance with conditions of CorporateGovernance as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 also forms parts of this Annual Report.

18. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHITLE BLOWERPOLICY :

The Company has a whistle blower policy to report genuine concernsor grievances. The details of establishment of the reporting mechanism are disclosed onthe Company's website i.e. www.itl.co.in.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY :

There are no significant and/or material orders passed by theRegulators or Courts or Tribunals impacting the going concern status of the Company.

20. CODE OF CONDUCT :

The Company laid down a code of conduct for all Board Members andSenior Management and Independent Directors of the Company. All the Board Membersincluding Independent Directors and Senior Management Personnel have affirmed compliancewith the Code of Conduct. Declaration on adherence to the code of Conduct is forming partof the Corporate Governance Report.

21. STATEMENT INDICATING DEVLOPMENT & IMPLEMENTATION OF RISKMANAGEMNT POLICY :

The Board of Directors has adopted Risk Management Policy for theCompany which provides for identification assessment and control of risks which in theopinion of the Board may threaten the existence of the Company. The Management identifiesand controls risks through a properly defined framework in terms of the aforesaid policy.The code of conduct disclosed on the Company's website i.e. www.itl.co.in.

22. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVANTION PROHIBITION& REDRESSAL) ACT 2013 :

The Company has in place and Anti Sexual Harassment Policy in linewith requirements of the Sexual Harassment of the Women at Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setupto redress the Complaints received regarding sexual harassment. There was no case ofsexual harassment reported during the year under review.

23. PREVANTION OF INSDER TRADING :

In view of the SEBI (Prohibition of Insider Trading) Regulation2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with aview to regulate trading in securities by the Directors and designated employees of theCompany.

The code requires Trading Plan pre clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company' shares by the Directorsand the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading window isclosed.

24. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return of theCompany in form MGT-9 is given in the Annexure forming part of this report.

25. CONSOLIDATED FINANCIAL STATEMENTS:

The Directors also present the audited consolidated financialstatements incorporating the duly audited financial statements of the subsidiary viz M/s.M.M. Metals Pvt. Ltd. And consolidating the financial information's of associates onequity method as prepared in compliance with the accounting standards and listingagreement.

26. ACKNOWLEDGEMENT:

We wish to acknowledge the understanding & support and theservices of the workers staff and executives of the Company who have largely contributedto the efficient operations & management of the operations of the Company.

Your Directors also wish to place on record the valuableco-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for theirconfidence and understanding.

For and on behalf of the Board

Rajendra Singh Jain

Mahendra Singh Jain

Managing Director

Joint Managing Director

DIN: 00256515

DIN: 00256047

Place: Indore

Dated: 13/08/2018