Your Directors have pleasure in presenting the 28th Annual Report ofIykot Hitech Toolroom Limited along with the audited financial statements for the yearended March 31 2019.
The Financial Results for the year ended 31st March 2019.
|Particulars ||2018 - 19 ||2017 - 18 |
|Revenue from operations ||88166793 ||79223027 |
|Other Income ||497036 ||1939047 |
|Total Income ||88663829 ||81162074 |
|Total expenses ||80531215 ||74000657 |
|Profit/(Loss) before Interest and Depreciation ||8132614 ||7161417 |
|Less: Interest ||100483 ||160788 |
|Profit before Depreciation ||8032131 ||7000629 |
|Less: Depreciation ||1806687 ||1468155 |
|Profit/ (Loss) before Tax ||6225444 ||5532474 |
|Exceptional Item ||0 ||0 |
|Tax Expenses ||1792051 ||713632 |
|Profit / (Loss) carried over to Balance Sheet ||4433393 ||4818842 |
During the year under review the Company has earned net profit ofRs.4433393 as against net profit of Rs.4818842 in the previous year. Your Directorsare hopeful to maintain the growth in the coming years.
STATE OF AFFAIRS OF THE COM\PANY.
During the year under review there is no change in the nature ofactivity of the Company.
The Paid Up Equity Share Capital as on March 31 2019 wasRs.30420000/- No additions and alterations to the capital were made during thefinancial year 2018-2019
The Directors are pleased to recommend payment of dividend of 7.5% perequity share of Rs.5/- each for the financial year 2018-19. The dividend if approved bythe Members at the Annual General Meeting will absorb a sum of Rs.22.82 Lakhs which isdeclared out of profits.
TRANSFER OF PROFIT TO RESERVES
During the year your company has not transferred any amount to theReserves.
MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material change and events during the financial year.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186
There have been no loan and guarantees given or made by the Companyunder Section 186 of the Act 2013 during the financial year 2018 19.
SUBSIDIARIESASSOCIATESANDJOINT VENTURE COMPANIES
The Company doesn't have any subsidiaries associates and joint venturecompanies.
THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The details of conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are attached as Annexure- 1
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board is well constituted with composition of one executive twonon executive and three independent directors.
|Category ||Name of Director |
|Executive Director ||S. Iyempandi |
| ||Managing Director |
|Non Executive Director ||N.K.S. Kolappan |
| ||Sornalatha Usha |
|Independent Directors ||A.Paramasivam |
| ||S. Rajapandian |
| ||M.S. Krishnan |
|1. Audit Committee || |
|Rajapandian ||Chairman |
|N.K.S.Kolappan ||Member |
|A. Paramasivam ||Member |
|S. Krishnan ||Member |
2. Nomination and Remuneration Committee
|Paramasivam ||Chairman |
|Dr. S. Rajapandian ||Member |
|M.S. Krishnan ||Member |
3. Stakeholders Relationship Committee
|N.K.S. Kolappan ||Member |
|S. Iyempandi ||Member |
Retirement by Rotation
In terms of Section 152 of the Companies Act 2013 Mr. S. Iyempandiretires by rotation at the forthcoming AGM and is eligible for re-appointment. Mr.S.Iyempandioffered himself for re-appointment and shall continue till his term as aDirector.
Brief profile of Mr. S. Iyampandiis given in the Notice of forth comingAnnual General Meeting of the Company.
Independent Directors' Declaration
All independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149 of the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligation & Disclosure Requirements)Regulation 2015 in respect of financial year ended 31st March 2019 which has been reliedon by the Company and placed at the Board Meeting.
KEY MANAGERIAL PERSONNEL
The key managerial personnel of the Company are as under:
|Mr. S. Iyempandi ||Managing Director |
|Mr. P. Udayakumar ||Company Secretary |
|Mr. S. Chandrasekar ||Chief Financial Officer |
M/s. Vivekanandan Associates Chartered Accountants (Firm RegistrationNo.05268S) were appointed as the Statutory Auditors of the Company for the term of fiveyears in the 26thAnnual General Meeting held on 27thSeptember 2017 for five years andthey continue to be the Auditors.
COMMENT ON STATUTORY AUDITOR'S REPORT
There are no qualifications reservations remarks or disclaimers madeby M/s. Vivekanandan Associates
Statutory Auditor in their audit report.The Statutory Auditor have notreported any incident of fraud to the Audit Committee of the Company during the financialyear 2018-19 and has given unmodified report.
Pursuant to the requirements of Section 204 (1) of the Companies9Act2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Ms.Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates PracticingCompany Secretaries (C.P. No. 3534; FCS No. 1087) was appointed to conduct secretarialaudit for the financial year 2018-19.
The Secretarial Audit report as received from the Secretarial Auditoris annexed to this report as Annexure 2
COMMENT ON SECRETARIAL AUDIT REPORT
The Company has initiated corrective action to the observations givenby the Secretarial Auditor in their Report.
RELATED PARTY TRANSACTIONS
During the year 2018 19 the Company had not entered into anytransactions with related parties pursuant to the provisions of Section 188 of theCompanies Act 2013.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return in form MGT -9 asprovided under Sub Section (3) of the Section 92 of the Companies Act2013 (theAct) is annexed herewith as Annexure 3 to this report.
RISK MANAGEMENT POLICY
The risk management is overseen by the Audit Committee of the Companyon a continuous basis. Major risks if any identified 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
The information required under Section 197(12) of the Companies Act2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company forms part of this Reportas Annexure 4.
The information of employees as per Rule 5(2) of the said Act for theyear is Nil
PREVENTION OF SEXUAL HARRASMENT POLICY
The company has in place Prevention of sexual harassment policy in linewith the requirements of the Sexual Harassment of Women at the Workplace
(Prevention Prohibition and Redressal) Act 2013. All employees(permanent contractual temporary trainees) are covered under this policy.
The said policy is placed in the website of the company vizwww.iykot.com
The Company has constituted Internal Complaint Committee as per theaforesaid Act. The details of the committee members are given below:
1- Ms. Karthiga Karthikeyan Chariperson 2- Ms. Usha Member 3- Ms.VijaylakshmiMember
Your Directors state that during the year under review the committeemet on (Date)and observed that there was no case filed pursuant to the Sexual Harassmentof the Woman at the Workplace (Prevention Prohibition and Redressal) Act 2013
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as ondate of the Balance Sheet.
CORPORATE GOVERNANCE REPORT
Since your Company's paid up Equity capital and Net worth is less thanRs.10 Crores and Rs.25 Crores respectively the provisions of revised Clause 49 relatingto Corporate Governance vide SEBI circular number CIR/CFD/POLICY CELL/7/2014 dated 15thSeptember 2014 is not applicable to the Company.
NUMBER OF MEETINGS OF THE BOARD
4 (four) Meetings of the Board of Directors of the Company were heldduring the year 2018-19. The maximum time gap between any two consecutive meetings did notexceed 120 days.
Pursuant to the provisions of companies Act 2013 and of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out is explained below
A)EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors met on (Date)inter alia to:
i. Review the performance of non-independent directors and the Board asa whole
ii. Review the performance of the Chairperson of the company takinginto account the views of executive directors and non-executive directors iii. Assess thequality quantity and timeliness of flow of information between the company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties
B)EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS' MEETING
During the year under review the Directors (other than IndependentDirectors) met on 09.02.2019 inter alia to:
i. Review the performance of the independent directors of the companytaking into account the views of executive directors and non-executive directors.
ii. Assess the quality quantity and timeliness of flow of informationbetween the company management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.
The company has the following policies which are applicable as per theCompanies Act 2013 and SEBI (LODR) Regulations which are placed onthe website of thecompany.
i) Code of conduct for Directors and Senior Management
|ii) Policy of Directors' Appointment and remuneration |
|iii) Policy on determining materiality of events |
|iv) Policy on documents preservation and archival |
|v) Terms of appointment of independent directors |
|vi) Nomination & Remuneration policy |
|vii) Policy on related party transactions |
|viii) Policy on sexual harassment of women at work place |
|(prevention prohibition and redressal) Act 2013 |
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors has adopted a policy and procedure on Code ofConduct for the Board Members and employees of the Company in accordance with the SEBI(Prohibition of Insiders Trading) Regulations 2015. This Code helps the Company tomaintain the Standard of Business Ethics and ensure compliance with the legal requirementsof the Company.
The Code is aimed at preventing any wrong doing and promoting ethicalconduct at the Board and by employees. The Compliance Officer is responsible to ensureadherence to the Code by all concerned.
The Code lays down the standard of conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.
All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to section 177(9) of the companies Act 2013 read with Rule 7of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulations 34(3) 18(3)and 46 of SEBI (LODR) Regulations 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 a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no director/ employee has been deniedaccess to the Chairman of the Audit Committee and that no complaints were received duringthe year.
POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION
Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under the Companies Act 2013 are covered under the Board's policyformulated by the Company and is available on the Company website www.iykot.com
DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM
The promoters of the company hold all their shares in demat form. Thedetails of shareholding of the Promoters are given in MGT-9.(Annexure 3 to this report)
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company is having accumulated losses and not having profits morethan Rs.5/-Crores in the Year 2018-19or net worth more than Rs.500 Crores or turnover ofmore than Rs.1000 Crores in the previousfinancial year and therefore Constituting of a CSRCommittee and its compliance in accordance with the provisions of Section 135 of the Actdoes not arise.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act the Directorshereby confirm:
1. That in the Preparation of Final Accounts the applicable AccountingStandards had been followed along with proper explanation relating to material departures;
2. That they had selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the Profit or Loss of the Company for that period;
3. That they had taken proper and sufficient care for the maintenanceof adequate Accounting Records in accordance with the provisions of the Act forsafeguarding the Assets of the Company and for preventing and detecting fraud and otherirregularities;
4. That they had prepared the Annual Accounts on a Going Concern basis.
5. That they laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operating properly;and
6. That they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors wish to place on record their appreciation of thecontributions made by employees at all levels towards the continued growth and prosperityof your Company.
Directors also take this opportunity to convey their thanks to all thevalued shareholders of the Company and to the Bankers for their valuable services
| || ||By Order of the Board of Directors |
| ||(Sd/-) ||(Sd/-) |
| ||N.K.S.KOLAPPAN ||S.IYEMPANDI |
|Place: Chennai || || |
| ||Director ||Managing Director |
|Date : 13.08.2019 || || |
| ||DIN No.02402186 ||DIN No.00891670 |