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ITL Industries Ltd.

BSE: 522183 Sector: Engineering
NSE: N.A. ISIN Code: INE478D01014
BSE 00:00 | 22 Sep 140.85 9.00
(6.83%)
OPEN

135.30

HIGH

143.80

LOW

130.00

NSE 05:30 | 01 Jan ITL Industries Ltd
OPEN 135.30
PREVIOUS CLOSE 131.85
VOLUME 7285
52-Week high 225.00
52-Week low 57.05
P/E 7.01
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 135.30
CLOSE 131.85
VOLUME 7285
52-Week high 225.00
52-Week low 57.05
P/E 7.01
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ITL Industries Ltd. (ITLINDUSTRIES) - Director Report

Company director report

Your Directors have pleasure in presenting the 32nd AnnualReport of the Company and the Audited statement of accounts for the year ended 31 stMarch2020.

01. FINANCIAL RESULTS :

Particulars Financial year ended 31.03.2020 Financial year ended 31.03.2019
a) Sales & Other Income 8023.40 10242.22
b) Profit before interest Depreciation & Tax 872.06 1066.29
c) Less : - Interest and Finance Charges 145.15 104.76
- Depreciation 118.30 128.96
d) Profit before Tax 608.61 832.56
e) Less : Provision for Tax Current year 150.00 200.00
f) Less : Deferred Tax Liabilities -5.26 -28.41
g) Less : Income Tax earlier year -3.67 -3.98
h) Profit after Tax 467.54 664.95
i) Profit brought forward from previous year 162.07 35.75
j) Profit available for appropriations 629.61 700.70
k) Transferred to General Reserve 200.00 500.00
l) Proposed Dividend 16.02 32.04
m) Provision for Dividend Distribution Tax 3.29 6.59
n) Balance carried to Balance Sheet 410.30 162.07

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs.0.50 Per share (previous year Rs.1.00 per share) for the year ended 31st March2020 subject to approval of the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review the sales & other Income of Companydecreased from Rs. 10242.22 Lacs to Rs. 8023.40 Lacs showing a downfall of 21.66% &profit after Tax of the Company for the year under review has decreased from Rs. 664.95lacs to Rs. 467.54 Lacs showing a downfall of29.69%.

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 the industrial sector would remain buoyant; (b)increase in corporate sales and profitability; (c) pick-up in order books and capacityutilization as per different survey results; (d) turnaround in exports with improvingglobal conditions; (e) pick-up in lead services indicators for transportationtelecommunication and construction and; (f) revival in credit demand from the privatesector.

05. DIRECTORS :

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

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) ofthe Companies Act 2013:

a) that in the preparation of the annual financial statements for theyear ended March 31 2020 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 312020 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 ofthe Companies Act 2013 andrules

08. AUDITORS :

- 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 AnnualGeneral Meeting held on 28.09.2017 for a period of five years subject to ratification bymembers at every consequent Annual General Meeting. The ratification of appointment ofstatutory auditor is not required as per the first proviso of Section 139 (1) by theCompanies (Amendment) Act 2017 effective from 7th May 2018 accordingly theratification of appointment of statutory auditor is not proposed. There is no auditqualification reservation or adverse remark for the year under review.

- 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 Mr. Raju Chandra Pal Practicing Company Secretary (CP No.:14771& FCS:9927) to undertake the secretarial audit of the company. The Secretarial AuditReport is given in the "Annexure - C" forming part of this report.

- 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 2012-13 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 2019-20The Company has Transfer 8946 (Eight Thousands Nine Hundred Forty Six) 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 2020 wasRs. 32043000 divided into 3204300 equity shares of Rs. 10/- each. There has been nochange in 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. Pursuant tothe provisions of the Companies Act 2013 your Company has prepared ConsolidatedFinancial Statements of your Company which is forming part of this Annual Report. Furthera Statement containing salient features of financial information of the SubsidiaryCompany/Associate Company is disclosed in the prescribed format AOC-1 pursuant toProvisions of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 isannexed to this Report "Annexure-E." The Statement also provides details ofperformance 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-F" 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 ofthe Listing 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. 608.61 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 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 ofthe 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 on 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 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) ofthe 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 OFAVIGIL MECHANISM/WHITLE BLOWER POLICY:

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 accordance with the Vigil mechanism and WhistleBlower policy of the Company was received by the Company.

The Whistle Blower Policy has been posted on the website of the 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 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. SEXUALHARASSMENT OFWOMENATWORK PLACE (PREVANTION PROHIBITION &REDRESSAL) ACT 2013 :

The Company has in place and Anti Sexual Harassment Policy in line withrequirements of the Sexual Harassment of the Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup to redressthe Complaints received regarding sexual harassment. There was no case of sexualharassment 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. EXTRACT OFANNUAL RETURN :

The details forming part of the extract of the Annual Return of theCompany in form MGT-9 is given in the "Annexure-B" 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 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 to express thanks to our Shareholders for theirconfidence and understanding.

For and on behalf of the Board
Place: Indore Rajendra Jain Mahendra Jain
Dated:12/08/2020 Managing Director Joint Managing Director
DIN:00256515 DIN:00256047

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