To The Members of PIL ITALICA LIFESTYLE LIMITED
The Directors of your Company have pleasure in presenting the Twenty Nineth (29th)Annual Report together with the Audited accounts of the Company for the year ended March31 2021.
1. FINANCIAL HIGHLIGHTS
Your Company's performance during the year as compared to the previous year issummarized below:
|Particulars ||2020-2021 ||2019-2020 |
|Revenue from Operations ||5484.82 ||4878.83 |
|Profit before Taxation ||495.14 ||432.82 |
|Less: Tax Expenses ||(124.62) ||(352.91) |
|Profit after Tax ||370.52 ||79.91 |
|Add: other Comprehensive Income ||- ||- |
|Add: Balance brought forward from Previous year ||(381.14) ||(461.05) |
|Balance Profit/(Loss) carry forward to the next year ||(10.62) ||(381.14) |
2. STATE OF COMPANY'S AFFAIRS
The company is engaged in the manufacturing of plastic moulded furniture materialhandling products and waste management products. During the year the Company earnedRevenue from Operations of Rs. 5484.82 Lakhs as against Rs. 4878.83 Lakhs in correspondingprevious year and earned a net profit of Rs. 370.52 Lakhs. The turnover and the profits ofthe Company were severely affected due to Covid 19 pandemic during the Q1 FY 2020-21 andthereafter company managed to launched various new and innovative products.
Despite the disruptions due to the Covid-19 pandemic the performance of the Companycontinues to see a strong momentum in line with the phased re-opening of the economy. Thisdowntime gave opportunity to management to look inward and improve business model and isnow fully focused on an asset light business model rapid expansion of the distributionnetwork in new geographies new product development new product portfolio and aneffective supply chain network. The idea is to collaborate and leverage the opportunitiesalready available in the market which has come about due to the adverse economicsituation.
Our Distribution network and other details are as follows:
No. of distributors & dealers: 5979+ (177+ distributors & 5802+dealers network across India)
No. of state & union territories (UT) present: 16 States and 2 UT
Even during the lockdown your company managed to introduce new variety of crates andwaste bins for our customers. We have supplied our bins to various hospitals and Covidcenters to help them fight this pandemic. Our bins are maintenance free and contributetowards maintaining a clean and hygienic environment.
Total No. of pieces sold during the year along with products are as follows:
|Products ||31st March 2021 ||31st March 2020 ||Growth % |
|Furniture ||1162520 ||994242 ||16.92% |
|Crates and Bins ||8.94731 ||770548 ||16.11% |
|Total Pieces sold ||2057.251 ||1764790 ||16.57% |
Your Company has already started marketing and selling its products in new geographiessuch as Karnataka Andhra Pradesh Telangana Tamil Nadu Goa and Maharashtra and willexpand further in the rest of India.
Keeping in view the requirement of funds for future expansions your directors do notrecommend any dividend for the year ended on March 31 2021.
4. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31st March 2021 stood at Rs.2350.00 Lakhs comprising of 235000000 shares of Re. 1/- each. The Company has notissued any further shares during the year.
5. LISTING OF SHARES
The Equity Shares of the Company are listed on National Stock Exchange of India Ltd.Exchange Plaza C-1 Block G Bandra Kurla Complex Bandra (E) Mumbai - 400 051 and BSELimited Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 001 and the listing fee forthe Financial Year 2021-2022 has been paid.
6. CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
7. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the Company to whichthe financial statement relates and the date of report.
There were no exports in the financial year 2020-21 .
9. TRANSFER TO RESERVES
No amount is proposed to be transferred to the Reserves for the financial year 2020-21.
The Company has not accepted any deposit falling within the purview of provisions ofSection 73 of the Companies Act 2013 ("the Act") read with the Companies(Acceptance of Deposit) Rules 2014 during the year under review.
11. PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS UNDER SECTION 186
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual Report.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any contract or arrangement with any person includingpersons covered under sub - section (1) of Section 188 of the Companies Act 2013. Thepolicy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the Company's website: www. italica.com.
13. ANNUAL RETURN
The extract of annual return of the Company is placed on the website of the companywww.italica.com and can be accessed from the following weblink:https://italica.com/wp-content/ uploads/2021/05/mgt-9-2020-21.pdf
14. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2020-2021 the Board met Six (06) times held on 27thApril 2020 18th June 2020 04th August 2020 29thOctober 2020 23rd January 2021 and 10th March 2021.
15. COMMITTEE OF BOARD OF DIRECTORS
As on 31 March 2021 the Board has 3 Committees namely the Audit Committee theNomination and Remuneration Committee and Stakeholders Relationship Committee. A detailednote on the Composition of the Board and its Committees and other relevant details isprovided in the report on Corporate Governance annexed to this report.
16. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE
As on March 31 2021 the Company does not have any subsidiary joint venture orassociate.
17. RISK MANAGEMENT
The Company believes that managing risks helps in maximizing returns. A risk managementPolicy have been developed and implemented by the company for identification of elementsof risk if any which in opinion of board may threaten the existence of the company. Itaims to identify commodity prices Price fluctuation of raw material and finished goodsCredit Risks inflation Strategic Risks etc. The effectiveness of risk managementframework and system is periodically reviewed by Board of Directors of the company.However in the opinion of Board none of the above-mentioned risks threaten the existenceof the company.
18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of the Companies Act 2013 and in terms of the Articles ofAssociation of the Company Mr. Mukesh Kumar Kothari Non Executive Director (DIN:03103336) retires by rotation at the 29th Annual
General Meeting and being eligible offers himself for reappointment. A brief resumenature of expertise details of directorships and other information of directors proposedto be appointed / re-appointed as stipulated in Secretarial Standard 2 and Regulation 36of Listing Regulations is appended as an annexure to Notice of the ensuing AGM.
b) KEY MANAGERIAL PERSONNEL
Reappointment of Mr. Narendra Bhanawat as Whole Time Director
Mr. Narendra Bhanawat (DIN: 00146824) Whole time Director of the Company will bereappointed on 29.05.2021as his present tenure will expire on 28.05.2021. The Board attheir meeting held on 03.05.2021 reappointed him for a period of three years with effectfrom 29.05.2021 to 28.05.2024 subject to the approval of the shareholders.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 the directors to the best oftheir knowledge and belief confirm that:
a) in the preparation of the annual accounts the applicable Indian accountingstandards had been followed along with proper explanation relating to the materialdepartures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgment 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 and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down Internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
20. INDEPENDENT DIRECTORS AND THEIR MEETING
All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (the Listing Regulations'). In the opinion of the Board they fulfill theconditions of independence as specified in the Act and the Listing Regulations and areindependent of the management.
All the Independent Directors (except Mr. Magan Lal Sharma - Exempted from IICA exam)have successfully cleared their online proficiency examination conducted by IICA and havesubmitted their renewal registration certificates to the Company confirming that they havealready registered their names with the data bank maintained by the Indian Institute ofCorporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairsunder the relevant rules.
During the year under review a separate meeting of the Independent Directors of theCompany was held on March 05 2021 without the presence of other Directors and members ofManagement. The Independent Directors reviewed the performance of Non-IndependentDirectors and the Board as a whole performance of Chairperson of the Company and assessedthe quality quantity and timelines of flow of information between the Company managementand the Board.
21. STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Companies Act 2013 tenure of M/s.Ajay Paliwal & Co. Chartered Accountants Udaipur will expire in the 29thannual general meeting of the Company.
The Board of Directors recommends the appointment of M/s. AKM & AssociatesChartered Accountants Udaipur (ICAI FRN: 011616C) as the Statutory Auditor in place ofthe retiring auditors M/s Ajay Paliwal & Co. Chartered Accountants Udaipur (ICAIFRN:012345C) of the Company for a period of 5 years from the conclusion of 29th AnnualGeneral Meeting until the conclusion of 34th Annual General Meeting to be held in year2026-27 at remuneration mutually agreed between the Auditors and Board of Directors of theCompany.
The company has received consent from the auditors that their firm is eligible to beappointed as statutory auditors of the company in accordance with the limits specifiedunder Section 141 of the Act and Rules framed there under.
22. QUALIFICATION IN THE AUDITORS' REPORT - BOARD'S COMMENTS OR EXPLANATION
The Auditors' Report does not contain any qualification reservation or adverse remarkor disclaimer.
23. SECRETERIAL AUDITORS AND THEIR REPORT
The secretarial audit report given by M/s P Talesara & Associates PracticingCompany Secretary under the provisions of Section 204 of the Companies Act 2013 for theFinancial Year 2020-21 does not contain any qualification reservation or adverse remark.The secretarial audit report is provided as Annexure A forming part of this report.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Management Discussion and Analysis Report is presented as a separate section as AnnexureB forming part of annual report.
25. COST AUDITORS
Pursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand Audit) Amendment Rules 2014 appointment of cost auditor is not applicable to thecompany.
Hence maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is not required.
26. CEO/CFO CERTIFICATE
Chief Executive Officer and Chief Financial Officer compliance certificate asstipulated under Regulation 17(8) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) isannexed in this report.
27. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed pursuant to Section 134 of theCompanies Act 2013 are as follows:
A. CONSERVATION OF ENERGY
Your company is continuously engaged in the process of energy conservation and iscontinuously putting its efforts to improve energy management by way of monitoring energyrelated parameters on regular basis. To achieve the above objective the following stepsare taken to cut down the consumption of energy:
Installation of Energy Efficient Equipment / Device.
Creating awareness of energy saving within the organization to avoid wastage ofenergy.
R&D Activities and Adopting new Technology.
B. TECHNOLOGY ABSORPTION
(i) Efforts made towards technology absorption:
Continuously monitoring the production patterns and inclusion of new testedtechnology products.
Constantly striving towards developing of new designs and products.
Investing in new technology of moulds and machinery.
(ii) Benefits derived as a result of the above efforts:
Increase in the production along with the improvement in quality.
New and Innovative designed products.
New designed products are also catching attention of the export market.
(iii) The company has not imported any technology during the year under review and alsothe expenditure incurred on Research and Development activity is insignificant.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no earning and outgo in foreign exchange during the year.
28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company does not qualify under the provisions of Section 135 of the Companies Act2013.
29. NOMINATION AND REMUNERATION POLICY
The Company has in place the Nomination and Remuneration Committee. The Company hasformulated the Nomination and Remuneration Policy on Directors Key Managerial personneland Senior Management Personnel their appointment and remuneration including the criteriafor determining qualifications positive attributes and independence of director. TheRemuneration Policy is placed on the website of the Company www.italica.com under InvestorRelation section and is also annexed as Annexure C.
30. CORPORATE GOVERNANCE REPORT
The report on Corporate Governance as stipulated under Regulation 34(3) read with ParaC of Schedule V of the Listing Regulations is annexed as Annexure D.
31. ANNUAL PERFORMANCE EVALUATION
During the year under review pursuant to the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an Annual Performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its various Committees. Aseparate meeting was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard at its meeting following the meeting of Independent Directors.
32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All Independent Directors are familiarized with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. from time to time. The Company makes consistentefforts to acquaint the Board with the overall business performance covering all Businessverticals by way of presenting specific performance of each Plant (based on predefinedfactory rating parameters) Product Category and Corporate Function from time to time.Details of familiarization programme to company's independent directors can be accessed atthe company's website www.italica.com under policy head.
33. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The code of conduct and Vigil Mechanism applicable to directors and senior managementof the company is available on the company's website at www.italica.com.
34. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL
None of the employees was in receipt of remuneration excess of the limits prescribedunder rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given below:
|1. The ratio of remuneration of each director to the median remuneration of the employees of the company for the FY 2020-21 ||Mr. Daud Ali ||12.40 : 1 |
| ||Mr. Narendra Bhanawat ||1.83 : 1 |
|2. The percentage increase in remuneration of each Director CFO CEO CS or manager if FY 2020-21 ||Name ||Designation ||Increase in Remuneration in the Financial Year 2020-21 (%) |
| ||Mr. Daud Ali ||Managing Director ||Decline in remuneration (voluntary paycut due to Covid Impact) |
| ||Mr. Narendra Bhanawat ||Whole time Director and Chief Financial Officer ||No change |
| ||Ms. Aditi Parmar ||Company Secretary ||No change |
|3. The percentage increase in the median remuneration of employees in the financial year 2020-21 ||Due to adverse impact of Covid-19 hike in remuneration of employees did not take place during the financial year 2020-21. Difference in median is due to the increase in staff as compared to FY 2020-21. |
|4. The number of permanent employees on the rolls of the company as on March 31 2021 ||182 employees as at March 31 2021 |
|5. Average percentile increases already made in the salaries of employees other than managing personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration ||Increase in remuneration did not took place during the year due to severe impact of Covid -19. |
|6. Affirmation that the remuneration is as per the remuneration policy of the company ||It is affirmed that the remuneration paid is as per the remuneration policy of the company |
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
36. DEPOSITORY SYSTEM
The Company has already entered into agreements with both the depositories i.e.National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL).
37. INTERNAL FINANCIAL CONTROL
The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company. Based on the reportof internal audit function the Company undertakes corrective action in their respectiveareas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actionsthereon are presented to the Audit Committee of the Board. During the year such controlswere tested and no reportable material weaknesses in the design or operation wereobserved.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.
39. FRAUDS AGAINST THE COMPANY
The auditors have not reported frauds under sub-section (12) of section 143 of theCompanies Act 2013.
Your directors state that no disclosure on reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Issue of Equity Shares with differential voting rights as to dividend voting orotherwise.
b) Business Responsibility Statement
c) Issue of shares (including sweat equity shares) to employees of the company underany scheme.
d) No significant and material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and company's operations in future.
Your Directors place on record their appreciation for assistance and co-operationreceived from various Ministries and Department of Government of India and other StateGovernments financial institutions banks shareholders of the Company etc.
The management would also like to express great appreciation for the commitment andcontribution of its employees for their committed services. Your Directors wish to placeon record their sincere appreciation for the dedicated efforts and consistent contributionmade by the employees at all levels to ensure that the Company continues to grow andexcel.
For and on behalf of the Board of Directors
|Sd/- ||Sd/- |
|DAUD ALI ||NARENDRA BHANAWAT |
|Chairman & Managing Director ||Whole Time Director & CFO |
|DIN: 00185336 ||DIN: 00146824 |
|Place: Udaipur || |
|Date: 03.05.2021 || |