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ITL Industries Ltd.

BSE: 522183 Sector: Engineering
NSE: N.A. ISIN Code: INE478D01014
BSE 12:12 | 31 Jan 180.45 4.45
(2.53%)
OPEN

183.50

HIGH

183.50

LOW

176.55

NSE 05:30 | 01 Jan ITL Industries Ltd
OPEN 183.50
PREVIOUS CLOSE 176.00
VOLUME 297
52-Week high 209.00
52-Week low 108.00
P/E 8.31
Mkt Cap.(Rs cr) 58
Buy Price 178.50
Buy Qty 15.00
Sell Price 180.45
Sell Qty 15.00
OPEN 183.50
CLOSE 176.00
VOLUME 297
52-Week high 209.00
52-Week low 108.00
P/E 8.31
Mkt Cap.(Rs cr) 58
Buy Price 178.50
Buy Qty 15.00
Sell Price 180.45
Sell Qty 15.00

ITL Industries Ltd. (ITLINDUSTRIES) - Director Report

Company director report

Your Directors have pleasure in presenting the 34th AnnualReport of the Company and the Audited statement of accounts for the year ended 31stMarch 2022.

01. FINANCIAL RESULTS : (Amount in Lacs)

Particulars

Financial year ended 31.03.2022

Financial year ended 31.03.2021

a) Sales & Other Income

11524.90

8956.49

b) Profit before interest Depreciation & Tax

1028.25

894.80

c) Less : - Interest and Finance Charges

118.03

129.89

- Depreciation

128.79

135.69

d) Profit before Tax

781.43

629.22

e) Less : Provision for Tax Current year

200.00

120.00

f) Less : Deferred Tax Liabilities

-24.29

16.78

g) Less : Income Tax earlier year

30.41

-8.46

h) Less: Dividend Distribution Tax

0.00

-3.29

i) Profit after Tax

575.31

504.19

j) Profit brought forward from previous year

398.47

410.30

k) Profit available for appropriations

973.78

914.49

l) Transferred to General Reserve

500.00

500.00

m) Proposed Dividend

16.02

16.02

n) Balance carried to Balance Sheet

457.75

398.47

 

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 31stMarch 2022 subject to approval of the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review the sales & other Income of Companyincreased from Rs. 8956.49 Lacs to Rs. 11524.90 Lacs showing a growth of28.68 % &profit after Tax of the Company for the year under review has increased from Rs. 504.19lacs to Rs. 575.31 Lacs showing a growth of 14.11%.

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. MANAGEMENT:

i) DIRECTORS AND KEY MANAGERIAL PERRSONNEL Changes in Directors:-

During the year under review Shri Manohar Singh Jain (DIN:00256131)Non-Executive/Promoter Director of the Company ceased to be director on April 27 2021 dueto his sad demise.

As per the provisions of section 152 of the Companies Act 2013 thereis a requirement of not less two third of the total number of directors are liable toretire by rotation in every annual general meeting the company has a board comprising ofexecutive and non-executive directors and there is no director who is eligible for theretire by rotation in this annual general meeting.

Although the Company is always ready to comply with all the rules andregulations which are applicable to the Company and in compliance with the said sectionthe company is putting Item No. 3 in the Annual General Meeting Notice relating to theappointment of Shri Mahendra Jain (DIN: 00256047) who was appointed for 3 years as jointmanaging director in the 33rd Annual General Meeting held on September 23 2021and for compliance with the section the company is retiring him and he is eligible forre-appointment.

Changes in KMPs:-

During the year under review Mr. Manoj Maheshwari has been appointed asCompany Secretary & Compliance Officer of the Company in place of Mr. Akhilesh Gautamin terms of Section 203 of the Companies Act 2013 with effect from November 15 2021. Mr.Akhilesh Gautam has resigned as Company Secretary & Compliance Officer ofthe Companywith effect from October 6 2021. INDEPENDENT DIRECTORS

During the year under review Mr. Niranjan Chakraborty; Mrs. PratimaJain and Mr. Rajesh Jain were Independent Director of the Company and there is no changein the Independent Directors of the Company.

06. DIRECTORS' RESPONSIBILITY STATEMENT:

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 for theyear ended March 31 2022 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 312022 and of the profit of the Company for theyear 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 :

- STATUTORYAUDITORS

The Members at the 29th Annual General Meeting(‘AGM?) of the Company held on September 28 2017 had approved appointment ofM/s Mahendra Badjatya & Co. Chartered Accountants (ICAI FRN 001457C) as theStatutory Auditors of the Company to hold office from the conclusion of the 29thAGM till the conclusion of the 34th AGM of the Company to be held in the year2022.

After evaluating and considering various factors such as the firmserved for over 40+ years in the field of audit income- tax company law and host ofother regulations. the Board of Directors of the Company (‘Board?) has basedon the recommendation of the Audit Committee proposed the re-appointment of M/s MahendraBadjatya & Co. as the Statutory Auditors of the Company for the second consecutiveterm of five years from the conclusion of this 34th Annual General Meetingtill the conclusion of the 39th Annual General Meeting to be held in the year2027.

- SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s I G & Associates Company Secretaries F.R. No.:I2013MP1054000 to undertake the secretarial audit of the company. The Secretarial AuditReport is given at page no. 20-22 forming part of this report.

- INTERNALAUDITORS

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 2013-14 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 2021-22The Company has Transfer 7434 (Seven Thousand Four Hundred Thirty Four) Equity Shares toInvestors Education and Protection Fund (IEPF) related to the concerned shareholders havenot claimed dividend for a period of 7 consecutive years.

10. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2022 was Rs.32043000 divided into 3204300 equity shares of Rs. 10/- each. There has been no changein the capital structure of Company during the year under review.

11. ENERGY CONSERVATION TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE :

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is given in the"Annexure-A" forming part of this report.

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARY COMPANY:

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

Pursuant to the provisions of the Companies Act 2013 your Company hasprepared Consolidated Financial Statements of your Company which is forming part of thisAnnual Report. Further a Statement containing salient features of financial informationof the Subsidiary Company/Associate Company is disclosed in the prescribed format AOC-1pursuant to Provisions of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 is annexed to this Report "Annexure-B." The Statement also providesdetails of performance and financial position of each of the Companies.

In accordance with the provisions of Section 136 of the Companies Act2013 the Audited Financial Statements the Consolidated Financial Statements and therelated information of the Company and the Audited Accounts of the Subsidiaries Companyis available on our website i.e. www.itl.co.in. These documents shall also be availablefor inspection during the business i.e. between 9.30 A.M. to 5.00 P.M. on all workingdays at the Registered Office ofthe Company.

14. RELATED PARTY TRANSACTIONS :

All related party transactions that are entered into during the lastfinancial year were on arms length basis and were in the ordinary course of business."Annexure-C" attached to this Report.

There were no materially significant Related Party Transactions made bythe Company during the year that required shareholders' approval under Regulation 23 oftheListing Regulations.

All Related Party Transactions are placed before the Audit Committeefor prior approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are repetitive in nature or when the need for them cannot be foreseenin advance.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

During the year under review your Company having profit before tax ofRs. 781.43 Lakhs 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 one

thousand crore or more or a net Profit of rupees five crore or moreduring any financial year shall constitute a Corporate Social Responsibility Committee ofthe Board consisting of three or more directors out of which at least one director shallbe an independent director;

Accordingly Board has constituted Corporate Social ResponsibilityCommittee in its meeting held on 12 August 2021 comprising following members:-

1. Shri Rajendra Jain - Chairman

2. Shri Mahendra Jain - Member

3. Dr. Pratima Jain - Member

The role of the committee is to formulate and recommend a CSR policy tothe Board to recommend expenditure to be incurred on CSR activities to monitor The CSRPolicy 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 currentfinancial year 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. Annual Reporton CSR activates is annexed herewith as "Annexure-D".

16. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OFDIRECTORS KEY MANAGERIAL PERSONNELAND PARTICULARS OF EMPLOYEE :

In accordance with section 178 and other applicable provisions if anyof the Companies Act 2013 read with the rules issued under there the Board of Directorsformulated the Nomination and Remuneration Policy of your Company ion the recommendationsof the Nomination and Remuneration Committee. Details of Policy covering theseRequirements have disclosed in Corporate Governance Report.

During the year none of the employee of the company is drawing morethan 1.02 Crore per annum or Rs. 8.50 Lakhs per month for the part of the year theinformation required under section 197 of the Companies Act 2013 read with rule 5(2) &5 (3) of the Companies (appointment and remuneration) Rule 2014 as ammended are given asannexure E

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 AVIGIL MECHANISM/WHITLE BLOWERPOLICY :

Pursuant to the provisions of Section 177 (9) & (10) of theCompanies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers)Rules 2014 and SEBI (LODR) Regulations 2015 the Company has in place a Whistle BlowerPolicy which provides for a vigil mechanism that encourages and supports its Directorsand employees to report instances of illegal activities unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It alsoprovides for adequate safeguards against victimization of persons who use this mechanismand direct access to the Chairman of the Audit Committee in exceptional cases. During theyear under review no protected disclosure concerning any reportable matter in accordancewith the Vigil mechanism and Whistle Blower policy of the Company was received by theCompany.

The Whistle Blower Policy has been posted on the website ofthe companywww.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 armed compliance withthe Code of Conduct. Declaration on adherence to the code of Conduct is forming part ofthe 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. SEXUALHARASSMENTOFWOMENATWORKPLACE (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. PREVENTION OF INSDER TRADING :

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.

The code requires Trading Plan pre clearance for dealing in theCompany?s shares and prohibits the purchase or sale of Company? shares by theDirectors and 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. LISTING OF SHARES:

Company shares are listed on BSE Limited only. The company has paidannual listing fee for financial year 2022-23.

25. DEPOSITORY SYSTEM:

Your Company's shares are tradable compulsorily in electronic form andyour Company has connectivity with both the Depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In viewof the numerous advantage offered by the Depository System members are requested to availof the facility of Dematerialization of the Company's shares on either of the Depositoriesmentioned as aforesaid. The Company has paid the annual custodian fee to respectivedepositories.

26. EXTRACT OFANNUAL RETURN :

Pursuant to section 134(3)(a) and section 92(3) ofthe Companies Act2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 theAnnual Return in form MGT-7 for the year ended 31st March 2022 is hosted onwww.itl.co.in. The same shall be filed to Registrar of Companies after annual GeneralMeeting to be held on 28th September 2022.

27. 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.

28. ACKNOWLEDGEMENT:

We wish to acknowledge the understanding & support and the servicesof the workers staff and executives of the Company who have largely contributed to theefficient operations & management of the operations of the Company.

Your Directors also wish to place on record the valuable co-operation& support received from the Bankers and Financial Institutions. We would also like toexpress thanks to our Shareholders for their confidence and understanding.

Place : Indore Rajendra Jain For and On behalf of the Board Mahendra Jain
Date : 19/08/2022 Managing Director Joint Managing Director
DIN:00256515 DIN: 00256047

 

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