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ITL Industries Ltd.

BSE: 522183 Sector: Engineering
NSE: N.A. ISIN Code: INE478D01014
BSE 11:07 | 01 Oct 68.15 -0.05
(-0.07%)
OPEN

69.35

HIGH

69.35

LOW

64.10

NSE 05:30 | 01 Jan ITL Industries Ltd
OPEN 69.35
PREVIOUS CLOSE 68.20
VOLUME 830
52-Week high 99.65
52-Week low 35.30
P/E 6.58
Mkt Cap.(Rs cr) 22
Buy Price 64.80
Buy Qty 25.00
Sell Price 68.10
Sell Qty 50.00
OPEN 69.35
CLOSE 68.20
VOLUME 830
52-Week high 99.65
52-Week low 35.30
P/E 6.58
Mkt Cap.(Rs cr) 22
Buy Price 64.80
Buy Qty 25.00
Sell Price 68.10
Sell Qty 50.00

ITL Industries Ltd. (ITLINDUSTRIES) - Director Report

Company director report

Your Directors have pleasure in presenting the 31 Annual Report of the Company and theAudited statement of accounts for the year ended 31 March 2019.

01. FINANCIAL RESULTS : (Amount in Lacs)
Particulars Financial year ended 31.03.2019 Financial year ended 31.03.2018
a) Sales & Other Income 10242.22 8386.89
b) Profit before interest Depreciation & Tax 1066.31 892.00
c) Less : - Interest and Finance Charges 104.77 139.61
- Depreciation 128.95 114.15
d) Profit before Tax 832.58 638.24
e) Less : Provision for Tax Current year 200.00 140.00
f) Less : Deferred Tax Liabilities -28.41 -20.42
g) Less : Income Tax earlier year -3.98 10.67
h) Profit after Tax 664.97 507.99
i) Profit brought forward from previous year 35.75 47.04
j) Profit available for appropriations 700.72 555.03
k) Transferred to General Reserve 500.00 500.00
l) Proposed Dividend 32.04 16.02
m) Provision for Dividend Distribution Tax 6.59 3.26
n) Balance carried to Balance Sheet 162.09 35.75

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 1.00 Per share(previous year Rs. 0.50 per share) for the year ended 31 March 2019 subject to approvalof the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review the sales & other Income of Company increased fromRs. 8386.89 Lacs to Rs. 10242.22 Lacs showing a growth of 22.12% & profit after Tax ofthe Company for the year under review has increased from Rs. 507.99 lacs to Rs. 664.97Lacs showing a growth of 30.90%.

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on accountof inter-alia the following factors:

(a) expectations that the industrial sector would remain buoyant;

(b) increase in corporate sales and pro tability;

(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 services indicators for transportation telecommunication andconstruction and;

(f) revival in credit demand from the private sector.

05. DIRECTORS :

Shri Manohar Singh Jain retire by rotation and being eligible offers himself forre-appointment.

The Board of Director's at their meeting held on February 13 2019 had approved there-appointment of Shri N Chakraborty (DIN 00443524) as an Independent Director for aperiod of five years w.e.f. April 012019 subject to shareholder approval.

The Board of Director's at their meeting held on Feb 13 2019 had approved there-appointment of Dr. Pratima Jain (DIN 06955665) as an Independent Woman Director for aperiod of five years w.e.f. September 272019 subject to shareholder approval. The Boardof Director's at their meeting held on November 14 2018 had approved the appointment ofShri Rajesh Jain (DIN 01216467) as an Independent Director for a period of five yearsw.e.f. November 14 2018 subject to shareholder approval.

06. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(C) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of a airs of theCompany as at March 31 2019 and of the profit of the Company for the year on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

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

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

07. PUBLIC DEPOSIT:

During the year under review your company has neither invited nor accepted any depositunder the provisions of Section 73 of the Companies Act 2013 and rules

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 Annual General Meetingheld on 28.09.2017 for a period of five years subject to ratification by members at everyconsequent Annual General Meeting. The ratification of appointment of statutory auditor isnot required as per the first proviso of Section 139 (1) by the Companies (Amendment) Act2017 the effective from 7 May 2018 accordingly the ratification of appointment ofstatutory auditor is not proposed. There is no audit qualification reservation or adverseremark for the year under review.

- SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Raju Chandra Pal Practicing Company Secretary (CP No.:14771 &FCS:9927)to undertake the secretarial audit of the company. The Secretarial Audit Reportis given in the "Annexure C" forming part of this report.

Secretarial Auditor observations are as follows:-

I. Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Number of Members is less than three during the quarter ended on September 30 2018 Due to resignation of Independent Director during the quarter ended 30September 2018; the Company had not complied with the same. In the next quarter Companyappointed one Independent Director and complied with said provisions.

II. The Company has filled various forms and returns after the time as specified in theCompanies Act with additional fee. The responses of your Directors on the observationsmade by the Secretarial Auditor are as follows:-

I. The Company has appointed Mr. Rajesh Jain (Independent Director) on November 14 2018 and complied with the respective provisions of the Companies Act & ListingRegulations.

II. The Company has filled various forms and returns with additional fee and compliedwith the respective provisions of the Companies Act.

- INTERNAL AUDITORS

Mrs. Pratibha Kothari Chartered Accountants performs the duties of internal auditorsof the company and their report is reviewed by the audit committee from time to time.

09. TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ("the Rules") noti ed bythe Ministry of Corporate A airs the unclaimed and unpaid dividends amount for the year2011-12 is required to be transferred to IEPF in the due date as specified in the Noticeof the AGM and shares of the respective shares on which no dividend is claimed for aconsecutive 7 years will also be transferred to IEPF Authority as per the requirement ofthe IEPF rules on due date. During the financial year 2018-19 The Company has Transfer19901 (Nineteen Thousands Nine Hundred One) Equity Shares to Investors Education andProtection Fund (IEPF) related to the concerned shareholders have not claimed dividend fora period of 7 consecutive years.

10. SHARE CAPITAL:

The paid up Equity Share Capital as on 31 March 2019 was Rs. 32043000 divided into3204300 equity shares of Rs. 10/- each. There has been no change in the capital structureof Company during the year under review.

11. ENERGY CONSERVATION TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE :

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 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 business operations ofthe said companies have not been commenced.

Pursuant to the provisions of the Companies Act 2013 your Company has preparedConsolidated Financial Statements of your Company which is forming part of this AnnualReport. Further a Statement containing salient features of financial information of theSubsidiary Company/Associate Company is disclosed in the prescribed format AOC-1 pursuantto Provisions of the Companies Act 2013 read with the Companies (Accounts) Rules 2014is annexed 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 Act 2013 theAudited Financial Statements the Consolidated Financial Statements and the relatedinformation of the Company and the Audited Accounts of the Subsidiaries Company isavailable on our website i.e. www.itl.co.in. These documents shall also be available forinspection during the business i.e. between 9.30 A.M. to 5.00 P.M. on all working days atthe Registered Office of the Company.

14. RELATED PARTY TRANSACTIONS :

All related party transactions that are entered into during the last financial yearwere 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 by the Companyduring the year that required shareholders' approval under Regulation 23 of the ListingRegulations.

All Related Party Transactions are placed before the Audit Committee for priorapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are repetitive in nature or when the need for them cannot be foreseen in advance.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

During the year under review your Company having profit before tax of Rs. 8.33 Croresand as per provisions of Section135 of the Companies Act 2013 every company having networth of rupees five hundred Crore or more or turnover of rupees one thousand crore ormore or a net Profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board consisting of three ormore directors out of which at least one director shall be an independent director;

Accordingly Board has constituted Corporate Social Responsibility Committee in itsmeeting 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 to the Board torecommend expenditure to be incurred on CSR activities to monitor The CSR Policy of theCompany From time to time and to institute a transparent monitoring mechanism forimplementation of the CSR projects or programs or activities undertaken by the Company.

Further expenses towards CSR activities will be done in current financial year and willbe review time to time.

The Company's CSR Policy lays out the vision objectives and implementation mechanisms.The Company's CSR policy is available on the Company's website at www.itl.co.in TheCompany's CSR activities have traditionally focused on education skill developmenthealth environment and promoting sustainable practice. Annual Report on CSR activates isannexed herewith as "Annexure-D".

16. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY

MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEE :

In accordance with section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the rules issued under there the Board of Directors formulated theNomination and Remuneration Policy of your Company ion the recommendations of theNomination and Remuneration Committee. Details of Policy covering these Requirements havedisclosed in Corporate Governance Report.

During the year none of the employee of the company is drawing more than 6000000/-per annum or Rs. 500000/- per month for the part of the year therefore Particulars ofthe employee as require under section 197 of the Companies Act 2013 read with rule 5(2)& 5 (2) of the Companies (appointment and remuneration) Rule 2014 are not applicable.

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

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 a spate titled "Report on Corporate Governance andManagement Discussion and Analysis" forms part of this Annual Report.

Certi cate confirming compliance with conditions of Corporate Governance as stipulatedunder Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure 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 the Companies Act 2013read 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 Blower Policy which providesfor a vigil mechanism that encourages and supports its Directors and employees to reportinstances of illegal activities unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy. It also provides for adequatesafeguards against victimization of persons who use this mechanism and direct access tothe Chairman of the Audit Committee in exceptional cases. During the year under review noprotected disclosure concerning any reportable matter in accordance with the Vigilmechanism and Whistle Blower policy of the Company was received by the Company.

The Whistle Blower Policy has been posted on the website of the company www.itl.co.in.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

IMPACTING THE GOING CONCERN STATUS OF THE COMPANY :

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

20. CODE OF CONDUCT :

The Company laid down a code of conduct for all Board Members and Senior Management andIndependent Directors of the Company. All the Board Members including IndependentDirectors and Senior Management Personnel have a rmed compliance with the Code of Conduct.Declaration on adherence to the code of Conduct is forming part of the CorporateGovernance Report.

21. STATEMENT INDICATING DEVLOPMENT & IMPLEMENTATION OF RISK MANAGEMNT POLICY :

The Board of Directors has adopted Risk Management Policy for the Company whichprovides for identi cation assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identi es and controlsrisks through a properly defined framework in terms of the aforesaid policy. The code ofconduct disclosed on the Company's website i.e. www.itl.co.in.

22. SEXUAL HARASSMENT OF WOMENAT WORKPLACE (PREVANTION PROHIBITION & REDRESSAL)ACT2013 :

The Company has in place and Anti Sexual Harassment Policy in line with requirements ofthe Sexual Harassment of the Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal Complaints Committee (ICC) has been setup to redress the Complaintsreceived regarding sexual harassment. There was no case of sexual harassment reportedduring the year under review.

23. PREVENTION OF INSDER TRADING :

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company.

The code requires Trading Plan pre clearance for dealing in the Company's shares andprohibits the purchase or sale of Company' shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading window is closed.

24. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return of the Company in formMGT-9 is given in the "Annexure-B" forming part of this report.

25. CONSOLIDATED FINANCIAL STATEMENTS:

The Directors also present the audited consolidated financial statements incorporatingthe duly audited financial statements of the subsidiary viz M/s. M.M. Metals Pvt. Ltd.And consolidating the financial information's of associates on equity method as preparedin compliance with the accounting standards and listing agreement.

26. ACKNOWLEDGEMENT:

We wish to acknowledge the understanding & support and the services of the workerssta and executives of the Company

who have largely contributed to the efficient operations & management of theoperations of the Company.

Your Directors also wish to place on record the valuable co-operation & supportreceived from the Bankers and Financial

Institutions.

We would also like to express thanks to our Shareholders for their con dence andunderstanding.

For and on behalf of the Board

Rajendra Jain Mahendra Jain
Managing Director Joint Managing Director
DIN: 00256515 DIN: 00256047

Place: Indore

Dated:13/08/2019