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Iykot Hitech Toolroom Ltd.

BSE: 522245 Sector: Engineering
NSE: N.A. ISIN Code: INE079L01013
BSE 16:00 | 08 Aug 22.15 1.05
(4.98%)
OPEN

22.15

HIGH

22.15

LOW

22.15

NSE 05:30 | 01 Jan Iykot Hitech Toolroom Ltd
OPEN 22.15
PREVIOUS CLOSE 21.10
VOLUME 1022
52-Week high 23.50
52-Week low 8.08
P/E 67.12
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.15
CLOSE 21.10
VOLUME 1022
52-Week high 23.50
52-Week low 8.08
P/E 67.12
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Iykot Hitech Toolroom Ltd. (IYKOTHITECH) - Director Report

Company director report

Dear Shareholders

Your Director have pleasure in presenting 30h Annual Report of lykot Hitech ToolroomLimited along with audited financial statements for the year ended March 2021.

1.FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2021.

Rupees in Lakhs

Particulars 2020 - 2021 2019 - 2020
Total Income 630.86 720.95
Total expenses 610.78 726.05
Profit/(Loss) before interest and depreciation 20.08 15.10
Less: Interest 0 3.76
Profit before depreciation 20.08 11.34
Depreciation 15.47 16.50
Profit/(Loss) before tax 4.61 -5.16
Tax Expenses:
Current Tax 1.22 0.65
Deferred Tax 0 1.16
MAT Credit entitlement 0 0
Transfer to Reserve 0 0
Profit / (Loss) carried to Balance sheet 3.39 -6.96

STATE OF AFFAIRS OF THE COMPANY:

During the year under the review there is no change in the nature of activity of theCompany.

BUSINESS PERFORMANCE:

During the year under review on slot under the Covid Pandemic Year the Company hasearned net profit Rs.3.39 lakhs as against net loss of Rs.6.96 lakhs in the previousyear.Your Directors are hopeful to maintain the growth in the coming years.

SHARE CAPITAL:

The Paid up Equity Share Capital as on March 312021 was Rs. 30420000/- No additionsand alterations to the capital were made during the financial year 2020-2021.

DIVIDEND:

With a view to conserve the resources Your Board of Directors does not recommend anydividend to the Shareholders for the financial year 2020-21

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There have been no loan guarantees and investment given or made by the Company underSection 186 of the Act 2013 during the financial year 2020-2021.

TRANSFER OF PROFIT TO RESERVES:

During the year under review the Company has not proposed to transfer any of itsprofit to reserves.

LISTING OF SHARES:

The Shares of the Company are listed in the Bombay Stock Exchange.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES COMPANIES:

The Company does not have any subsidiaries Associates and Joint Venture Companies.

DIRECTORS' RESPONSIBILITIES STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Act the

Directors hereby confirm:

1. That in the Preparation of Final Accounts the applicable Accounting Standards hasbeen followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently andmade judgements 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 or loss of the Company for that period.

3. That they had taken proper and sufficient care for the maintenance of adequacyAccounting Records in accordance with the provisions of the Act for safeguarding theAssets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD COMPOSITION

The Board well constituted with composition of one executive and two non-executive andthree independent Directors.

Category Name of Director
Executive Directors Mr.S.Iyempandi
Non - Executive Director Mr.N.K.S.Kolappan and Mrs.Sornalatha Usha
Independent Directors Dr.S.Rajapandian Mr.A.Paramasivam and Mr.M.S.Krishnan

NUMBER OF MEETINGS OF THE BOARD:

4 (Four) Meetings of the Board of Directors of the Company were held during the year2020-21 which were 29th June 2020 18th August 2020 12th November 2020 and 12thFebruary 2021. The Maximum time gap between any two consecutive meetings did not exceed120 days.

COMPOSITION OF BOARD COMMITTEES:

a) AUDIT COMMITTEE:

1. Mr.S. Rajapandian Independent Director (Chairperson)
2. Mr.N.KS. Kolappan Non-Executive Director (Member)
3. Mr.A. Paramasivan Independent Director (Member)
4. Mr.M.S. Krishnan Independent Director (Member)

b) NOMINATION AND REMUNERATION COMMITTEE:

1) Mr. A. Paramasivan Independent Director (Chairperson)
2) Mr. S. Rajapandian Independent Director (Member)
3) Mr.M.S. Krishnan Independent Director (Member)fcczv

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

1. Mr.N.KS. Kolappan Non-Executive Director (Member)
2. Mr.S. Iyempandi Non-Executive Director (Member)

MEETING OF AUDIT COMMITTEE:

For the year ended 31st March 2021 Four Meetings of Audit Committee were held on 29thJune 2020 18th August 2020 12th November 2020 and 12th February 2021. TheChairperson of the Audit Committee has the accounting or related financial managementexpertise.

MEETING OF NOMINATION AND REMUNERATION COMMITTEE:

For the year ended 31st March 2021 One Meeting of Nomination and RemunerationCommittee were held on 18th August 2020.

MEETING OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

For the year ended 31st March 2021 One Meeting of Stakeholders Relationship Committeewere held on 18th August 2020.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and of the Listing Agreement theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder Relationship Committee. The Manner in which the evaluationhas been carried out is explained below.

A) EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTOR'S MEETING:

During the year under review the Independent Directors met on 12th February 2021 interalia to:

(i) Review the performance of Non - Independent directors and the Board as a whole.

(ii) Review the performance of the Chairperson of the Company taking into account theviews of executive directors and non-executive directors.

(iii) Assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

B) EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS MEETING:

During the year under review the Directors (other than Independent Directors) met on12th February 2021 inter alia to:

(i) Review the performance of Independent Directors of the Company taking into accountthe views of Executive Directors.

(ii) Assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

INDEPENDENT DIRECTORS' DECLARATION:

All Independent Directors have given declarations that they meet the criteria ofindependent as laid down under Section 149 of the Companies Act 2013 and SecuritiesExchange Board of India (Listing Obligations and Disclosures Requirements) regulations2015 in respect of financial year ended 31st March 2021 which has been relied on by theCompany and placed at the Board Meeting.

BOARD DIVERSITY:

Since the Company falls under the exempted category as provided under Regulation 15 ofSecurities and Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations 2015 disclosure on Board Diversity is not applicable.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulations 34 (3) 18 (3) and 46 ofSEBI (LODR) Regulations 2015 the Board of Directors had approved the policy on VigilMechanism Whistle Blower and the same was hosted on the website of the Company. ThePolicy inter alia provides to direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no director/employee has been access to the Chairmanof the Audit Committee and that no complaints were received during the year.

INTERNAL CONTROL AND ITS ADEQUACY:

The Company has formulated a framework on Internal Financial Controls in accordancewith Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 the Company has adequateinternal control systems to monitor business process financial reporting and compliancewith applicable regulations and they are operating effectively. The Systems areperiodically reviewed by the Audit Committee of the Board for identification ofdeficiencies and necessary time bound actions are taken to improve efficiency at all thelevels. The Committee also reviewed the observations forming part of internal auditor'sreport key issues and areas of improvement significant process and accounting process.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the Statutory Auditor nor the Secretarial Auditorhas reported to the Audit Committee under Section 143 of the Companies Act 2013 anyinstances of fraud committed against the Company by its officers or employees the detailsof which would need to be mentioned in the Board's Report.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for theBoard Members and employees of the Company in accordance with the SEBI (Prohibition ofInsider Trading) Regulations 2015. This code helps the Company to maintain standard ofBusiness Ethics and ensure compliance with the legal requirements of Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at theBoard and by employees. The compliance officer is responsible to ensure adherence to theCode by all concerned.

The Code lays down the standard of conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.

All the Board Members and the Senior Management Personnel have confirmed compliancewith the code.

STATUTORY AUDITORS:

M/s. Vivekanandan& Associates Chartered Accountants (Firm Registration No.052685)have been appointed as the Statutory Auditors of the Company for the term of five yearsin the 27thAnnual General Meeting held on 27th September 2017 for five years and theycontinue to be the Auditors.

COMMENT ON STATUTORY AUDITORS REPORT:

There are no qualifications reservations remarks or disclaimers made by M/s.Vivekanandan & Associates Statutory Auditor in their audit Report. The Auditor havenot reported any incident of fraud to the Audit Committee of the Company during thefinancial year 2020-21.

COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules 2014 read withCompanies (Cost Records and Audit) Amendment rules 2014 the Company does not fall underthe purview of Cost Audit.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204 (1) of the Companies Act 2013 and Rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mrs.Lakshmmi Subramanian & Associates Practising Company Secretaries (CP No.1087 FCS:3534) was appointed to conduct secretarial audit for the financial year 2020-2021.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed tothis report as Annexure - II.

QUALIFICATION OF SECRETARIAL AUDIT REPORT:

There are no material qualifications in the Secretarial Audit Report except for fewobservations in the Report and the same has been taken on record for due action.

RISK MANAGEMENT POLICY:

The risk management is overseen by the Audit Committee of the Company on a continuousbasis. Major risks if any identified by the by the business and functions aresystematically addressed through mitigating action on a continuous basis. The riskmanagement policy is available in the Company website www.iykot.com.

RELATED PARTY TRANSACTIONS:

During the financial year 2020-21 the Company had entered into any transactions withrelated parties under Section 188 of the Companies Act 2013. The particulars of suchtransaction entered with related parties given in AOC-2 as Annexure IV

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company is not having profits more than Rs.5 Crores in year 2019-20 or net worthmore than Rs.500 Crores or turnover of more than Rs. 1000 Crores in the previous financialyear and therefore Constituting of a CSR Committee and its Compliance in accordance withthe provisions of Section 135 of the Companies Act does not arise.

EXTRACT OF ANNUAL RETURN:

The details forming part of extract of Annual Return in form MGT- 9 as provided underSub Section (3) of the Section 92 of the Companies Act 2013 (the Act) is annexed herewithas Annexure - I to this report and the same can accessed in the Companies website.

DISCLOSURES OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The promoters of the Company hold 2699400 shares in demat form out of 3285240 totalequity shares. The details of Shareholding of the promoters are given in MGT-9 (Annexure-Ito this report).

PARTICULARS OF EMPLOYEES:

The information is required under Section 197 (12) of Companies Act 2013 read withrule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company forms part of this report as Annexure-V

The information of employees as per Rule 5 (2) of the said Act for the year is"Nil"

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand is of the view that such systems are adequate and operating effectively.

POLICIES:

The Company has the following policies which are applicable as per the Companies Act2013 and SEBI (LODR) Regulations 2015 which are placed on the website of the Company.

i) Code of Conduct for Directors and Senior Management

ii) Whistle Blower Policy/ Vigil Mechanism

iii) Policy of Directors' Appointment and Remuneration

iv) Policy for determining materiality of events

v) Policy on documents preservation of Documents

vi) Terms of appointment of Independent Directors

vii) SEBI-Insider Trading Policy

viii) Policy on related party transactions

ix) Policy on Sexual Harassment of woman at work place (Prevention prohibition andredressal) Act 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Director's appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder Section178 the Companies Act 2013 are covered under the Board's policy formulatedby the Company and is available on the Company website: www.iykot.com.

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place Prevention of sexual harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. All employees (Permanent contractual temporary trainees) arecovered under this policy.

The said policy is placed in the website of the Company viz. www.iykot.com.

The Company has zero tolerance for sexual harassment at workplace and has in a policyon preservation prohibition and redressal of sexual harassment at workplace (PreventionProhibition and Redressal) Act 2013 and the rules framed there under. During thefinancial year 2020-21 the Company has not received any complaints on sexual harassment.

Your directors state that during the year under review the Committee held on 12thFebruary 2021 and observed that there was no case filed pursuant to the Sexual Harassmentof the women at the workplace (Prevention Prohibition and Redressal) Act 2013.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on date of the BalanceSheet.

THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The details of Conservation of Energy technology absorption foreign exchange earningsand outgo as required under Section 134 (3) (m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 are attached as Annexure- VI.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year there were no such instances of significant and material orders passedby the regulators courts or tribunals.

GENERAL DISCLOSURES

a. There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

b. There has been no change in the nature of business of the Company

c. There is no proceedings pending under Insolvency and Bankruptcy Code2016

CORPORATE GOVERNANCE REPORT

Since your Company's paid up Equity Capital and Net worth is less than Rs. 10 Croresand Rs. 25 Crores respectively the provisions of revised Clause 49 relating to CorporateGovernance vide SEBI Circular number CIR/CFD/POLICY CELL/7/2014 dated 15th September2014 is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015Management Discussion and Analysis Report is attached as Annexure - III.

ACKOWLEDGEMENT:

Your directors wish to place on record their appreciation of the Contributions made byemployees at all levels towards the continued growth and prosperity of your Company.

Directors also take this opportunity to convey their thanks to all the valuedshareholders of the Company and to the Bakers for their valuable services.

For and on behalf of the Board

(Sd/-)
Place: Chennai S.IYEMPANDI Managing Director DIN No.00891670
Date : 12.08.2021

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