Your Directors have pleasure in presenting the twenty eighth annualreport and audited financial statements of the Company for the year ended 31st March2019.
1 Company specific information
1.1 Financial summary and highlights :
| || || || ||(र in lakhs) |
| ||2018-2019 ||2017-2018 ||2018-2019 ||2017-2018 |
| ||Standalone ||Consolidated |
|Income from continuing operations ||32686.31 ||11439.71 ||62916.88 ||33140.85 |
|Other Income ||622.68 ||1297.27 ||2854.74 ||1997.14 |
|Total Income ||33308.99 ||12736.98 ||65771.62 ||35137.99 |
|Profit / (Loss) before depreciation exceptional item and tax ||(3434.51) ||(1811.62) ||4709.18 ||5456.22 |
|Depreciation and amortization ||15.99 ||6.71 ||992.78 ||853.15 |
|Profit / (Loss) before exceptional item and tax ||(3450.50) ||(1818.33) ||3716.40 ||4603.07 |
|Add : Share of profit from Associates ||- ||- ||1154.70 ||2050.46 |
|Profit / (Loss) before tax ||(3450.50) ||(1818.33) ||4871.10 ||6653.53 |
|Provision for tax || || || || |
|- Current tax ||- ||- ||2130.79 ||1758.82 |
|- Deferred tax charged / (credit) ||(1451.51) ||6.94 ||(1387.85) ||(3088.43) |
|- Current tax relating to prior years ||(1.63) ||(27.74) ||43.06 ||(41.64) |
|Profit after tax but before minority interest ||(1997.36) ||(1797.53) ||4085.10 ||8024.78 |
|Add : Other Comprehensive Income ||0.33 ||(1.30) ||(26.90) ||73.81 |
|Less : Profit attributable to non controlling interest ||- ||- ||556.78 ||308.16 |
|Total Comprehensive Income for the year ||(1997.03) ||(1798.82) ||3501.42 ||7790.44 |
|Add: Balance as per last financial statements ||781.39 ||2538.17 ||11204.68 ||4622.54 |
|Add: Addition on account of merger ||- ||42.05 ||- ||11.68 |
|Add: Adjustment on account of equity method for associate ||- ||- ||- ||(245.80) |
|Profit available for appropriations ||(1215.63) ||781.40 ||14706.10 ||11204.68 |
|Less : Appropriations || || || || |
|Transfers with in other equity (including statutory reserves) ||- ||- ||(58.10) ||(974.18) |
|Net Surplus in Statement of Profit and Loss ||(1215.63) ||781.40 ||14764.20 ||11204.68 |
|Nominal value per equity share (in र) ||10.00 ||10.00 ||10.00 ||10.00 |
|Basic and diluted earnings per equity share || || || || |
|- Basic (in र) ||(3.91) ||(3.52) ||6.92 ||15.09 |
|- Diluted (in र) ||(3.52) ||0.04 ||6.84 ||15.09 |
1.2 Consolidated Financial Statements :
The Board of Directors of your Company at its meeting held on 2ndMay 2019 approved the consolidated financial statements of the Company for the financialyear 2018 - 2019 in accordance with the Accounting Standard (AS-21) and other applicableAccounting Standards issued by the Institute of Chartered Accountants of India as well asRegulation 34 (2) (c) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 which includes financial information of all subsidiaries.
1.3 Transfer to General Reserves :
In view of the losses incurred by the Company the Company is notrequired to transfer any amount to General Reserve for the financial year 2018 - 2019.
1.4 Dividend :
In view of the losses incurred by the Company the Board of Directorsdoes not recommend any dividend for the financial year 2018 2019 as per DividendDistribution Policy of the Company.
Web link for dividend distribution policy :https://www.itigroup.co.in/investorrelations/compliance
1.5 The state of Company's affairs : a) Standalone :
The total income during the year 2018-2019 stood at Rs. 33308.99 lakhsas against Rs. 12736.98 lakhs during the previous year showing an increase ofincome compared to the previous year. The Company has incurred a loss of before tax Rs.3450.50 lakhs as compared to the loss of Rs. 1818.33 lakhs in the previous year. Theloss after tax and Other Comprehensive Income stood at Rs. 1997.03 lakhs as against theloss of Rs. 1798.83 lakhs in the previous year. b) Consolidated :
The total income during the year 2018-2019 stood at Rs. 65771.62 lakhsas against Rs. 35137.99 lakhs during the previous year. The Company has earned a profitbefore tax Rs.4871.10 lakhs as compared to a profit of Rs. 6653.55 lakhs in the previousyear. The profit after tax and Other Comprehensive Income stood at Rs. 3501.42 lakhs asagainst the profit of Rs. 7790.46 lakhs in the previous year.
1.6 Segment wise position of business and its operations :
The company mainly operates two segments on stand-alone basis.
1. Financial advisory and consultancy.
2. Trading activities.
1.7 Change in nature of business :
There has been no change in the nature of business during the yearunder review except for becoming a sponsor of Mutual Fund and Alternative Investment Fund.
1.8 Material changes and commitments affecting financial statements ofthe Company having occurred since the end of the year and till the date of the report :
There are no material changes and commitments affecting financialstatements of the Company.
1.9 Internal Financial Controls :
The Company has in place adequate systems of internal control that arecommensurate with its size and nature of the business and documented procedures coveringall financial and operating functions. The Company being in service industry it has inplace clear processes and well-defined roles and responsibilities for its staff at variouslevels. The Management has a defined reporting system which facilitates monitoring andadherence to the process and systems in place.
1.10 Extract of the Annual Return :
Extract of the Annual Return as required under section 92 (3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in the prescribed Form MGT 9 is annexed and marked as Annexure"I" and forms part of the annual report. The same has been uploded on thewebsite of the Company.
1.11 Change in status of the Company :
During the year under review there has been no change in the status ofthe Company.
1. 12 Details of listing / delisting :
During the year under review the Company has not delisted anysecurities on any exchange.
1.13 Listing fees :
The Company has paid listing fees to the BSE Limited and the NationalStock Exchange of India Limited for the current financial year 2019-2020.
1.14 Internal audit :
The Board has appointed Sandeep Maheshwari & Co. CharteredAccountants as internal auditors of the Company. The scope of the internal auditcommensurate with the size of the Company. The internal auditors provide internal auditreports on quarterly basis and the same is being discussed in the quarterly AuditCommittee meetings.
1.15 Induction of strategic and financial partners during the year :
During the year under review the Company has not inducted any strategicand financial partners.
2. General Information :
2.1 Overview of industry and important changes in the industry duringthe last year :
The Company is in to the financial advisory and consultancy servicesand also engaged in goods trading activities. No specific comments available for this typeof services / business.
2.2 Annual Return : Web Link :https://www.itigroup.co.in/investorrelations/compliance.
2.3 Change in the financial year :
During the year under review there has been no change in the financialyear of the Company.
2.4 Capital expenditure programs :
The Company does not have any material capital expenditure program forthe financial year 2019-2020.
2.5 Postal Ballot :
During the year under review the Company has not passed any resolutionthrough Postal Ballot.
2.6 Developments acquisitions and assignments of material intellectualproperty rights :
There are no Developments acquisitions and assignments of materialintellectual property rights.
2.7 Any other material event having an impact on the affairs of theCompany :
There are no material event having an impact on the affairs of theCompany.
2.8 Prevention of insider trading :
The Company has in its place the policy for prevention of insidertrading.
2.9 Policies :
The Company has in place the following policies which have beenapproved by the Board of Director of the Company.
1. Criteria for payment to non executive Directors
2. Directors familiarization program
3. Policy for dealing with related parties
4. Policy on group entities
5. Policy on materiality
6. Terms and conditions of appointment of Independent Directors
7. Whistle blower policy
8. Code of Conduct for Directors and Senior Management
9. Archival Policy 10. Remuneration Policy
11. Policy for prevention of Insider Trading 12. Dividend DistributionPolicy
The above policies are posted on the website of the Company www.itigroup.co.in
2.10 Key business developments : a) Setting up of Mutual Fund :
The Company has received the SEBI Registration Certificate No.MF/073/18/01 dated 14.05.2018 for setting up of Mutual Fund and expected to launch schemeson approval from the SEBI.
The Mutual Fund has been sponsored by the Company and its wholly ownedsubsidiary viz. Fortune Credit Capital Limited (FCCL). The Company's shareholding inITI Asset Management Limited is 60% and that of FCCL is 40%.
ITI Asset Management Limited (ITIAML) is a subsidiary of The ITI. Thecompany's principal activity is to act as an Investment Manager to theproposed_"ITI Mutual Fund". The Investment Management Agreement was executedbetween ITI Mutual Fund Trustee Private Limited and ITIAML on April 7 2017. The entireinfrastructure of the business including all systems processes policies and personnelare in place and the Company is fully geared to enter the markets.
ITI Mutual Fund Trustee Private Limited (ITIMFTPL) is a wholly ownedsubsidiary of The ITI. The company's principal activity is to act as Trustee to theproposed "ITI Mutual Fund". The Trust Deed was executed on April 6 2017 betweenthe Company Fortune Credit Capital Limited and ITIMFTPL.
ITI Mutual Fund has launched Mutual Fund Schemes titled as Multi CapMutual Fund and Liquid Fund Mutual Fund. b) Alternative Investment Fund :
During the year the Company has received registration certificate fromSEBI to act as Alternative Investment Fund in the name of ITI Long Short Equity Fund.Category III and also for ITI Growth Opportunity Fund The Company has also received SEBIregistration for Alternative Investment Fund i.e. ITI Infrastructure Fund a Category IInfrastructure Fund under Securities and Exchange Board of India (Alternative InvestmentFunds) Regulations 2012. The operations of the fund is yet to be commenced.
2.11 Details and status of acquisitions merger expansionmodernization and diversification :
a) Demerger of NBFC business (other than Gold Loan) of United PetroFinance Limited :
In the Board meeting held on 31st March 2017 the Board hasunanimously approved Scheme of Arrangement between United Petro Finance Limited(UPFL' or the Demerged Company') and Fortune Credit Capital Limited(FCCL' or the Resulting Company') and The Investment Trust of IndiaLimited (earlier known as Fortune Financial Services (India) Limited) (The ITI' or the Holding Company of the Resulting Company') and their respectiveshareholders and creditors providing for the demerger of Lending Business - other thanGold Loan business (NBFC Business') of UPFL to FCCL (Wholly Owned Subsidiary ofThe ITI) and issue of equity shares of The ITI to the shareholders of UPFL. By operationof section 2(19AA) read with 2(41A) of the Income Tax Act 1961 the consideration fordemerger will be discharged by the Company to the shareholders of UPFL. The Company hasrevised the Scheme for giving effect of the Clause (I)(A)(3)(b) of SEBI Circular datedJanuary 03 2018 and made fresh applications to the BSE Limited and The National StockExchange of India Limited and received in principle approval from both the exchanges forthe Scheme. The Company has made an application to the National Company Law Tribunal(NCLT) Mumbai bench for approval of the Scheme.
b) Amalgamation of ITI Management Advisors Limited (formerly knownas ITI Reinsurance Limited) with the Company :
In the Board meeting held on 25th March 2019 the Board hasunanimously approved Scheme of Amalgamation of ITI Management Advisors Limited (formerly known as ITI Reinsurance Limited) (ITI MAL' or the TransferorCompany') with The Investment Trust of India Limited (The ITI' or theTransferee Company') and their respective shareholders and creditors providingfor the merger of ITI Management Advisors Limited with The Investment Trust ofIndia Limited. Since ITI Management Advisors Limited is wholly Owned Subsidiary ofthe Company only intimation to the Exchanges has been given and the Company has made anapplication to the National Company Law Tribunal (NCLT) Mumbai bench for approval of theScheme.
3. Capital and Debt Structure :
3.1 The Company has not reclassified sub divided the authorizedcapital of the Company; a) there has been no reduction of share capital or buy back ofshares; or b) there has been no change in capital structure resulting from restructuringor change in voting rights.
During the year the Company has not issued of any shares forconsideration other than cash issue of equity shares with differential rights or Issue ofSweat equity shares
Redemption of debentures :
During the year under review the Company has redeemed 30000 UnsecuredOptionally Convertible Debentures of Rs. 100000 each fully paid aggregating to Rs. 300crores before its maturity date.
3.2 ESOP :
The Company has formulated an Employee Stock Option Scheme known asFFSIL Employees Stock Option Plan 2017 ( "ESOP 2017" ) in accordance withthe provisions of Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 Subject to the members approval the Board of Directors in its meetingheld on 25th May 2017 approved the Scheme ESOP-2017 and the shareholdersapproval was obtained in 26th Annual General Meeting held on 8thSeptember 2017. Nomination and Remuneration Committee ("Committee") wasauthorised to formulate administer and implement the detailed and conditions of theScheme.
The Company has received a certificate dated 24th October2017 from Bathiya & Associates LLP Chartered Accountants Statutory Auditors of theCompany confirming that the FFSIL Employees Stock Option Plan 2017 has been implemented inaccordance with Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014.
The Company has received in principle approvals from BSE Limited andThe National Stock Exchange of India Limited for ESOP 2017. On 19thApril 2018 the Nomination and Remuneration Committee has granted (Grant I) 300000options. each option when exercised will be converted in to one equity share of Rs. 10each fully paid.
On 23rd November 2018 the Nomination and RemunerationCommittee has granted (Grant II) 300000 options. each option when exercised will beconverted in to one equity share of Rs. 10 each fully paid.
|Summary of Employee Stock Option Schemes (ESOS') || |
|For the Period from 01/04/2018 to 31/03/2019 || |
|Sr. No. Particulars of Options / Scheme ||ESOP 2017 |
|1 Outstanding as at beginning of the period ||- |
|2 Granted during the period ||600000 |
|3 Date of Grant ||19/04/2018 & 23/11/2018 |
|4 Forfeited during the period ||- |
|5 Cancelled during the period ||- |
|6 Lapsed during the period ||- |
|7 Exercised during the period ||- |
|8 Allotted during the period ||- |
|9 Number of shares arising as a result of exercise of options ||- |
|10 Money realized by exercise of options (INR) if scheme is implemented directly by the company ||- |
|11 Number of options vested during the period ||- |
|12 Outstanding as at the end of the period (grant) ||600000/- |
|13 Exercisable at the end of the period ||- |
|14 Weighted average remaining contractual life (in years) ||3.5 years |
|15 Weighted average fair value of options granted ||62.27 |
3.3 Details of Employee Stock Options:
|Sr. Particulars ||Remarks |
|No. || || |
|1 Options granted ||300000 ||300000 |
|2 Options vested ||Nil ||Nil |
|3 Options exercised ||Nil ||Nil |
|4 The total number of shares arising as a result of exercise of options ||Nil ||Nil |
|5 options lapsed; ||Nil ||Nil |
|6 the exercise price; ||Rs. 247.25 ||Rs. 220.85 |
|7 variation in terms of options; ||Not applicable ||Not applicable |
|8 money realised by exercise of options; ||Not yet due for exercise ||Not yet due for exercise |
|9 total number of options in force; ||600000 || |
|10 employee wise details of options granted to : || || |
|a) Key Managerial Personnel; ||Nil ||Nil |
|b) any other employee who receives a grant of options in any one year of options amounting to five percent or more of total options granted during that year; ||Mr. Rajesh Bhatia was granted 300000 options. ||Mr. George Herber Joseph was granted 300000 |
| || ||options. |
|c) identified employees who were granted options during any one year equal to or ||Not applicable ||Not applicable |
|exceeding one percent of the issued capital excluding outstanding warrants and || || |
|conversions of the company at the time of grant. || || |
|11 || || |
|a) any material change to the scheme and whether such scheme is in compliance with ||No ||No |
|the SEBI (Share Based Employee Benefits) Regulations 2014; || || |
|b) web-link of disclosures made on the website of the company as required under SEBI ||https://www. ||https://www. |
|(Share Based Employee Benefits) Regulations 2014. ||itigroup.co.in/ ||itigroup.co.in/ |
| ||investorrelations/ ||investorrelations/ |
| ||corporateactions ||corporateactions |
| ||#ESOPScheme ||#ESOPScheme |
3.4 Shares held in trust for the benefit of employees where the votingrights are not exercised directly by the Employees :
3.5 Issue of warrants : During the year the Company has not issuedany warrants.
4. Credit rating of securities : Not applicable
5. Transfer to the Investor Education and Protection Fund (IEPF):
Pursuant to applicable provisions of the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 the Companyhas during the year 2018-2019 transferred a sum of Rs. 491288/- to the Fund beingunclaimed dividend for the financial year 2010-2011. The Dividend was declared in theannual general meeting held on 30th August 2011.
Further pursuant to section 124 (6) of the Companies Act 2013 andapplicable IEPF Rules 36693 number of equity share of Rs. 10 each fully paid in respectof which dividend has not been claimed for a continuous period of seven years have beentransferred to the Authority.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :
|details of the transfer/s to the IEPF made during the year : || |
|1 amount of unclaimed/unpaid dividend and the corresponding shares ||amount of unclaimed/unpaid dividend and the corresponding shares |
|2 amount of unclaimed/unpaid dividend and the corresponding shares ||amount of unclaimed/unpaid dividend and the corresponding shares |
|3 amount of matured deposits for companies other than banking companies along with interest accrued thereon ||Nil |
|4 amount of matured debentures along with interest accrued thereon; ||Nil |
|5 application money received for allotment of any securities and due for refund along with interest accrued ||Nil |
6 sale proceeds of fractional shares arising out of issuance of bonusshares merger Nil and amalgamation
7 details of the resultant benefits arising out of shares alreadytransferred to the IEPF Not Applicable
|8 year wise amount of unpaid/unclaimed dividend lying in the unpaid account up to the year and the corresponding shares which are liable to be transferred to ||Year ||Amount (Rupees) ||No. of shares |
|the IEPF and the due dates for such transfer; as on 31st March 2019 || || || |
| ||2011-2012 ||491288 ||247644 |
| ||Due date for transfer of unclaimed dividend to the Fund |
| ||Year ||Amount ||Due Date |
| || ||(Rupees) || |
| ||2011-2012 ||111994 ||03/10/2019 |
9 the amount of donation if any given by the company to the IEPF Nil10 such other amounts transferred to the IEPF if any during the year. Nil
6. Management :
6.1 Directors and Key Managerial Personnel :
As on date the Company has six Directors out of which three areIndependent Directors the Non-Executive Chairman and rest two Directors are Non ExecutiveDirectors.
Declaration by Independent Directors and statement on compliance ofcode of conduct a) that necessary declaration with respect to independence has beenreceived from all the Independent Directors of the company; b) that the IndependentDirectors have complied with the Code for Independent Directors prescribed in Schedule IVto the Act. c) The company has formulated a Code of Conduct for Directors and seniormanagement personnel.
6.2 Number of Board meetings : During the year under review eightmeetings of the Board of Directors of the Company were held on 8th May2018 10thAugust2018 26th October 2018 7th December 2018 1stFebruary 2019 19th February 2019 7th March 2019 and 25thMarch 2019.
In the 27th Annual General Meeting held on 26thDecember 2018 Mr. Pankaj Bhuta was re-appointed as an Independent Director of the Companyfor second term for a period of five years.
Appointment of Independent Directors the justification for choosingthe proposed appointees for appointment as Independent Directors;
Pursuant to the recommendation of the Nomination and RemunerationCommittee w. e. f. 11th October 2018 Mr. Suryakant B. Mainak has beenappointed as an Additional Independent Director of the Company not liable to retire byrotation. His appointment has been approved by the members in the previous annual generalmeeting held on 26th December 2018.
Name of the Director retiring by rotation at the ensuing annualgeneral meeting and whether or not they offer themselves for re-appointment :
Pursuant to the provisions of section 152 of the Companies Act 2013and Articles of Association of the Company Ms. Khyati Valia Non Executive Directorretires by rotation at the ensuing annual general meeting and being eligible offersherself for re-appointment. Specific sector where approval of any regulatory authorityis required before the appointment of a Director/ Key Managerial Personnel : Notapplicable
6.3 Performance evaluation of the Board :
A statement indicating the manner in which formal annual evaluation ofthe performance of the Board its Committees and of individual Directors has been made.
The company has a system in place for formal annual evaluationof the performance of the Board its Committees and of individual Directors. The same hasbeen implemented.
Your company had undertaken the performance evaluation of the Boardits committees and Chairman of the Company. Comments on the evaluation :
1. The board is active in planning process;
2. Board meetings are conducted in a transparent manner by providingall the statutory information in all meetings and additional information as the managementfeels necessary;
3. The Board is aware of all the happenings and events of the Companyand group;
4. Each Director of the Board shares their comments and suggestionswhenever required;
5. Observations by any of the Directors of the Board are discussed inthe meeting in presence Directors present in the meeting and
6. The Board is informed of all the material events happening in thegroup and the management gets feedback from the Directors.
6.4 Key Managerial Personnel :
Mr. Prateek Tayal has been appointed as a Manager under the CompaniesAct 2013 w. e. f. 6th October 2016 for a period of three years and his termof appointment expires on 5th October 2019. The Board proposes to re-appointhim as Manager for a further period of three years effective from 6th October2019 and seeks members approval at the ensuing annual general meeting.
Names of Key Managerial Personnel :
|1. Mr. Prateek Tayal ||Manager under the Companies Act 2013 |
|2. Mr. S G Muthu Kummar ||Chief Financial Officer |
|3. Mr. Haroon Mansuri ||Company Secretary |
6.5 Committees :
The Company has four committees of the Board of Directors. Thesecommittees are Audit Committee Nomination & Remuneration CommitteeStakeholder Relationship Committee and Internal Finance Committee.
The terms of reference composition and the details of the meetings ofthe committees held during the year under review are provided in Corporate GovernanceReport.
6.6 Constitution of committees :
|Audit Committee : ||Stakeholder Relationship Committee |
|Name of members ||Designation ||Name of members ||Designation |
|Mr. Pankaj Bhuta ||Chairman ||Mr. Chintan Valia ||Chairman |
|Mr. Alok Kumar Misra ||Member ||Mr. Pankaj Bhuta ||Member |
|Mr. Chintan Valia ||Member ||Mr. Alok Kumar Misra ||Member |
|Mr. Suryakant B. Mainak ||Member ||Mr. Suryakant B. Mainak ||Member |
|Nomination & Remuneration Committee ||Internal Finance Committee |
|Name of members ||Designation ||Name of members ||Designation |
|Mr. Alok Kumar Misra ||Chairman ||Mr. Chintan Valia ||Chairman |
|Mr. Chintan Valia ||Member ||Mr. Pankaj Bhuta ||Member |
|Mr. Pankaj Bhuta ||Member ||Mr. Alok Kumar Misra ||Member |
|Mr. Suryakant B. Mainak ||Member ||Mr. Suryakant B. Mainak ||Member |
6.7 Recommendations of Audit Committee :
All the recommendations given by the Audit committee were accepted bythe board.
6.8 Policy on Directors appointment and remuneration :
Pursuant to section 134 (3) of the Companies Act 2013 the nominationand remuneration policy relating to remuneration of Directors and KMPs is available on theCompany's website www.itigroup.co.in. The policy lays down the criteria fordetermining qualifications competences and independence of Directors.
Disclosure of details as provided in Rule 5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014
|1 Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year ||Not applicable as the Company has no executive Director on the Board. |
| ||The details of the sitting fees paid during the financial year 2018- 2019 to the Directors of the Company are as under : |
|Sr. Name of the Directors ||Amount |
|No. ||(Rupees) |
|1 Mr. Chintan Valia ||345000 |
|2 Ms. Khyati Valia ||280000 |
|3 Ms. Shaily Maheshwari ||245000 |
|4 Mr. Pankaj Bhuta ||400000 |
|5 Mr. Alok Kumar Misra ||400000 |
|6 Mr. Suryakant Mainak ||290000 |
|Total ||1960000 |
|2 The percentage increase in remuneration of each director CFO ||Directors Not applicable || |
|CEO CS or manager if any in the financial year 2018-2019. ||CFO -- Nil || |
| ||CEO Not applicable || |
| ||CS -- 8% || |
|3 The percentage increase in the median remuneration of the ||10% || |
|employees of the Company for the financial year 2018-2019. || || |
|4 The number of permanent employees on the roll of the Company ||19 (Nineteen) || |
|as on 31st March 2019 || || |
|5 The explanation on the relationship between average increase in || |
The average increase in remuneration during the year 2018-2019
|remuneration and Company performance ||was at par with the industry. || |
|6 Comparison of remuneration of the KMP against the ||Remuneration to KMP (Manager & CS) ||Rs. 6165140 |
|performance of the Company || |
Performance of the Company on stand-alone basis after tax and
| ||the comprehensive income for the year . || |
| ||2018-2019 Loss Rs.1997.03 lakhs || |
| ||2017-2018 Loss Rs. 1798.82 lakhs || |
|7 Variations in the market capitalization of the Company price earnings ratio as at the date of closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies and in case of unlisted ||Market capitalization || || |
| || ||BSE ||NSE |
| || || |
(Rs in lakhs)
| ||as on 31/03/2019 ||91842.78 ||84240.24 |
| ||as on 31/03/2018 ||108808.18 ||114752.45 |
|companies the variations in the net worth of the Company as at || || || |
|the close of the current financial year and previous year ||Price earning ratio = Market price / EPS |
| ||Market price ||31/03/2019 ||31/03/2018 |
| || ||(Rupees) ||(Rupees) |
| ||BSE ||180.00 ||213.25 |
| ||NSE ||165.10 ||224.90 |
| ||EPS ||(3.91) ||(3.53) |
| ||Price Earning Ratio || || |
| ||Market quotation of the Company's shares |
| || ||BSE ||NSE |
| || || |
| ||as on 31/03/2019 ||180.00 ||165.10 |
| ||as on 31/03/2018 ||213.25 ||224.90 |
8 Average percentile increase already made in the salaries of TheCompany has not paid remuneration to any Director except employees other than managerialpersonnel in the last financial for the sitting fees. year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point Thedetails of payment of sitting fees provided in item no. 1 above out if there are anyexceptional circumstances for increase in the and also provided in Corporate GovernanceReport. managerial remuneration.
|9 Comparison of the each of the remuneration of the KMP as against ||Performance of the Company |
|the performance of the Company ||Performance of the Company on stand-alone |
| ||basis after tax and other comprehensive income : |
| ||2018-2019 Loss Rs. 1997.03 lakhs |
| ||2017-2018 Loss Rs. 1798.82 lakhs |
|Name of the KMP and ||Amount of Remuneration |
|Designation ||(Rupees) |
|Mr. Prateek Tayal - Manager ||4737907 |
|Mr. S.G. Muthu Kummar || |
|Chief Financial Officer || |
|Mr. Haroon Mansuri ||1427233 |
|Company Secretary || |
|10 The key parameters for any variable component of the ||The Company has not paid any variable component to any |
|remuneration availed by the directors ||Director and/or KMPs. |
|11 The ratio of the remuneration of the highest paid director to that ||Not Applicable |
|of the employees who are not directors but receive remuneration || |
|in excess of the highest paid director during the year || |
|12 Afirmation that the remuneration is as per the remuneration ||The Remuneration paid to the KMPs is as per remuneration policy |
|policy of the Company ||of the Company. |
6.9 Statement of particulars of appointment and remuneration ofmanagerial personnel :
[Pursuant to section 134 (3) (q) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014]
|1 Name ||Mr. Prateek Tayal |
|2 Designation ||Manager under the Companies Act |
|3 Remuneration paid for the year 2018-2019 ||Rs. 4737907/- |
|4 Nature of employment whether contractual or otherwise ||Contractual |
|5 Qualifications and experience of the employee ||M.B.A. from S P Jain Institute of Management and BBA |
|6 Date of commencement of employment ||6th October 2016 |
|7 The age of employee ||30 years |
|8 Last employment held by such employee before joining the Company ||Sunmarg Securities Private Limited |
|9 The percentage of equity shares held by the employee in the Company ||Nil |
|within meaning clause (iii) of sub rule 2 above as on 31st March 2019 || |
|10 Whether any such employee is a relative of any director or manager of the Company and if so name of such director or manager ||No |
6.10 Names of top ten employees of the company in terms of remunerationdrawn during the year April 2018 to March 2019 :
|Sr. Name ||Remuneration |
|No. ||(Rupees) |
|1 Rajesh Bhatia ||13373898 |
|2 Prateek Tayal ||4737907 |
|3 Rajesh Kumar Acha ||2998854 |
|4 Rajesh G Aynor ||3063896 |
|5 Hersh Sanjiv Shah ||3018276 |
|6 Siddhartha Bhotika ||2886857 |
|7 Haroon Mansuri ||1427233 |
|8 Subbiah Manickam ||1174327 |
|9 Vinay Mahajan (*) ||853703 |
|10 Rajiv Tapan Naha (*) ||745019 |
|( * ) employed for part of the year || |
6.11 Particulars of employees :
Information pursuant to Rule 5 (2) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 : a) Details of the employee(s)who were employed throughout the year and were in receipt of remuneration at a rate whichwas not less than Rs. 10200000/- per annum :
|1 Name of the Employee ||Mr. Rajesh Bhatia |
|2 Designation ||President & CIO AIF III |
|3 Remuneration ||Rs. 13373898 |
|4 Nature of employment ||Contractual |
|5 Qualification ||B. Com. CFA and ACWA |
|6 Experience with the company ||One year and nine months |
|7 Date of joining ||10/07/2017 |
|8 Age ||50 years |
|9 Last employment ||Simto Investments (Tata Group) |
|10 No. of equity shares held as on 31st March 2019 ||Nil |
|11 Relation to Board of Directors ||Not applicable |
b) Details of the employee(s) who were employed for part of the yearand were in receipt of remuneration for any part of the year at a rate which was notless than Rs. 850000/- per month : Nil / Not applicable 6.12 Directors'Responsibility Statement :
Pursuant to Section 134 (5) of the Companies Act 2013 read with rule 8of the Companies (Accounts) Rules 2014 to the best of their knowledge and belief confirmthat:
in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
the Directors 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 the yearand of the profit and loss of the company for that period;
the Directors 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;
the Directors had prepared the annual accounts on a going concernbasis;
the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively and
the Directors had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and operatingeffectively.
6.13 Reporting of frauds by auditors :
During the year under review no fraud occurred and/or reported by theAuditors.
7. Disclosure relating to subsidiaries associates and jointventures :
7.1 Report on performance and financial position of subsidiaries &Associates :
As on date the Company has thirteen wholly owned subsidiaries twosubsidiaries two step down subsidiaries and one associate company. The Board of Directorsreviews the performance of these companies on quarterly basis.
|Name of the Company ||Business Activities ||Name of the Company Subsidiaries ||Business Activities |
|Wholly Owned Subsidiaries || || || |
|1 ITI Securities Broking Limited (formerly known as Intime Equities Limited) ||Securities Broking ||1 ITI Asset Management Limited ||Asset Management |
|2 Intime Multi Commodity Company Limited ||Commodity Broking ||2 United Petro Finance Limited ||NBFC MSME Finance |
|3 Fortune Credit Capital Limited ||NBFC - LAS and Nano Loans ||Step down subsidiaries || |
|4 Fortune Management Advisors Limited (Formerly known as Fortune Integrated Home Finance Limited) ||Management Advisors ||1 Neue Allianz Corporate Services Private Limited ||Corporate Services |
|5 Antique Stock Broking Limited ||Securities Broking ||2 Antique Stock Broking (IFSC) Limited ||Securities Broking |
|6 ITI Capital Limited ||Merchant Banking ||Associate || |
|7 Distress Asset Specialist Limited ||Debt Recovery Agent ||1 Fortune Integrated Assets Finance Limited ||NBFC Vehicle Finance |
|8 IRC Credit Management Services Limited ||Credit Management Services ||Other Entieies || |
|9 ITI Gilts Limited ||Debt Securities ||1 Wind Construction Limited - Subsidiary of Fortune Integrated Assets Finance Limited ||Generation and supply of Energy generated through Windmill |
|10 ITI Mutual Fund Trustee Private Limited ||Trustee Company ||2 Purushothama Perumal Renewable Energy Private Limited - Step - down Subsidiary of Fortune Integrated Assets Finance Limited ||Wind Power generation & distribution |
|11 ITI Nirman Limited ||Real Estate ||3 Toplink Advisors LLP Subsidiary of Wind Construction Limited ||Advisory Services |
|12 ITI Alternate Funds Management Limited ||Portfolio Management Services ||4 Ventana Power Generation LLP Step-down subsidiary of Wind Construction Limited ||Power generation |
|13 ITI Management Advisors Limited (Formerly known as ITI Reinsurance Limited) ||Management Advisors || || |
|14 ITI Growth Opportunities LLP ||Alternate Funds Management || || |
In terms of section 129 (3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of subsidiaries is provided inForm AOC 1 which is given in notes forming part of financial statements. Audited financialstatements together with the relevant reports of the subsidiaries are uploaded on thewebsite of the Company www.itigroup.co.in During the year the company has investeda sum of Rs. 4820.00 lakhs in subsidiaries. Apart from this the company has fundedsubsidiaries as required from time to time by way of loans advances guarantees andinvestment in securities. The Company has also invested a sum of Rs. 40.00 lakhs in LLPand made disinvestment of debentures aggregating to Rs. 50.00 lakhs.
7.2 Financial Statements of subsidiary companies :
In terms of proviso to section 136 of the Companies Act 2013 theCompany has not attached the audited financial statements of its subsidiaries with theaccounts financial statements of the Company. However the audited annual financialstatements of the subsidiary companies will be made available for inspection by themembers of the holding and subsidiary companies at the registered office of the Companyand will also be uploaded on the website of the Company. The copies of the auditedfinancial statements of the subsidiary companies will be made available on request by themembers of the company and its subsidiaries seeking such information at any point oftime.
7.3 Companies which have become or ceased to be subsidiariesassociates and joint ventures During the year or at any time after the closure of the yearand till the date of the Report :
A new subsidiary in the name of ITI Alternate Funds Management Limitedhas been incorporated as per certificate of incorporation dated 28th June 2018issued by the Registrar of Companies Maharashtra Mumbai. The object of the new company isto undertake and carry on the business of Portfolio Management Services AlternateInvestment Fund and other financial advisory activities.
During the year under review ITI Reinsurance Limited (now known as ITIManagement Advisors Limited) subsidiary of the Company has bought back 54360000 equityshares at Rs.15.25 per equity share of Rs. 10 each fully paid consequent to this buyback ITI Reinsurance has become a wholly owned subsidiary of the Company.
Pursuant to the conversion of 2744 12% Redeemable SubordinatedConvertible Unsecured Debentures of Rs. 100000/- (Rupees One Lakh) each issued by UnitedPetro Finance Limited to Fortune Credit Capital Limited (a wholly owned subsidiary of theCompany) in to 19600000 equity shares of Rs. 10 each fully paid at a premium of Rs. 4/-per equity share United Petro Finance Limited became a subsidiary of the company as thepercentage of holding of the Company together with that of Fortune Credit Capital Limitedin United Petro Finance Limited increased to 70% of the total issued capital of UnitedPetro Finance Limited.
|1 Companies which have listed their specified securities ||Not applicable |
|2 the name of its material subsidiaries pursuant to as per the Listing Regulations as per audited financial statements for the year ended 31st March 2019 ||1. Fortune Credit Capital Limited |
| ||2. Antique Stock Broking Limited |
| ||3. ITI Management Advisors Limited (formerly known as ITI Reinsurance Limited) |
|3 Sale disposal and leased assets of more than twenty percent of the assets of the material subsidiary on an aggregate basis during a year ||Not applicable |
8. Details of Fixed Deposits :
The Company does not hold and has not accepted any deposits from thepublic during the year under review within the meaning of Section 73 of the CompaniesAct 2013 and the rules made there under.
9. Particulars of Loans given investments made and guaranteesprovided :
The details of the loans given investments made and guaranteesprovided by the Company during the financial year 2018-2019 are provided in the notesforming part of the audited financial statements.
10. Particulars of contracts or arrangements with related parties :
The Company has entered in to transactions with related parties duringthe financial year 2018 - 2019. All such transactions are on arm's length basis andin the ordinary course of business. With respect to the investments and/or disinvestmentsmade by the Company which are not in ordinary course of business but on arm's lengthbasis and of strategic nature. The Board has obtained omnibus approval from the auditcommittee in their meeting held 8th May 2018 for the related partytransactions entered in to by the company in the ordinary course of business.
Related Party Transactions with the Directors and Key ManagerialPersonnel have been entered in the normal course of business and that also to the extentof payment of directors sitting fees to the Non Executive Directors and remuneration tothe KMPs. List of transactions entered in to by the Company are disclosed in Form AOC 2 forms part of the annual report and marked as Annexure "II". Allrelated party transactions are placed before the Audit Committee and Board meetings onquarterly basis for review and approval
11. Corporate Social Responsibility (CSR) :
The provisions relating to the Corporate Social Responsibility are notapplicable to the Company.
12. Conservation of Energy Technology Absorption :
12.1 The information required under section 134 (3) (m) of theCompanies Act 2013 read with the Companies (Disclosures of Particulars in the Report ofthe Board of Directors) Rules 2014 with respect to the matters specified therein are notapplicable to your company.
12.2 Foreign exchange earnings and Outgo :
Foreign exchange earnings : Nil Foreign exchange outgo :
| || ||(Amount र in lakhs) |
|Particulars ||2018-2019 ||2017-2018 |
|Business Promotion expenses || ||8.38 |
|Travelling & Conveyance expenses || ||4.80 |
13. Risk Management :
The provisions relating to the risk management are not applicable tothe Company.
14. Establishment of Vigil Mechanism : a) the Directors andemployees to report their genuine concerns about unethical behaviour actual or suspectedfraud or violation of the company's code of conduct; b) providing adequate safeguardsagainst victimisation; c) providing direct access to the higher levels of supervisorsand/or to the Chairman of the Audit Committee in appropriate or exceptional cases.
Web-link of the aforesaid mechanism :https://www.itigroup.co.in/investorrelations/compliance
15. Details of significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture :
During the year under review no material orders have been passed by anyregulators or courts or tribunals impacting the going concern status and company'soperations in future.
16. Statutory Auditors :
16.1 At the 23rd Annual General Meeting held on 22ndSeptember 2014 M/s Bathiya & Associates LLP (earlier known as M/s S H Bathiya &Associates) Chartered Accountants were appointed as statutory auditors of the Company forthe term of five years to hold the office till the conclusion of 28th AnnualGeneral Meeting to be held in the calendar year 2019. The term of appointment of M/sBathiya & Associates LLP expires at this annual general meeting of the members of theCompany.
The Board subject to the approval of members proposes to appoint RameshM. Sheth & Associates Chartered Accountants Mumbai as statutory auditors of theCompany for a period of five years commencing from the conclusion of this Annual GeneralMeeting till the conclusion of 33rd Annual General Meeting of the members ofthe Company.
The Company has received consent letter from Ramesh M. Sheth &Associates confirming that they are eligible to be appointed as Statutory Auditors of theCompany .
16.2 Auditors' Report :
Your Directors refer to the observations made by the Auditors in theirreport and wish to state that the notes forming part of accounts are self explanatory andhence do not require any further comments.
16.3 Explanations in response to Auditors' qualifications :
There are no qualifications in the auditors' report for the yearended 31st March 2019 hence no comments are required to be given.
16.4 Secretarial Audit Report :
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed D M & Associates Company Secretaries LLP to undertake theSecretarial Audit of the Company for the financial year ended 31st March 2019.
The report of Secretarial Audit in Form MR 3 for the financialyear ended 31st March 2019 forms part of the annual report and marked as Annexure"III".
17. Compliance with Secretarial Standards :
The Company has complied with all the applicable Secretarial Standardsduring the year ended 31st March 2019.
18. Corporate Insolvency Resolution Process initiated under TheInsolvency And Bankruptcy Code 2016 (IBC) : Not applicable 19. Failure toimplement any Corporate Action : Not applicable 20. Transfer of equity shares tothe Fund: During the year under review the Company has in terms of notification dated13th October 2017 transferred 36693 equity shares of Rs. 10 each fully paidto the credit of Investor Education and Protection Fund (IEPF)
21. Other disclosures :
21.1 (a) the consolidated financial statements are also beingpresented in addition to the standalone financial statements of the company.
(b) the Company has taken initiatives with respect to Stakeholderrelationship Customer Relationship Environment Sustainability Health and Safety asapplicable.
(c) reasons for delay in holding the annual general meeting; Notapplicable
21.2 Cost records
The Company is not required to maintain cost records.
22. Additional disclosures under listing regulations 22.1 Statement ofdeviation or variation
(a) use of proceeds from the objects stated in the offer document orexplanatory statement to the notice for the general meeting;
(b) category wise variation (capital expenditure sales and marketingworking capital etc.) between the projected utilisation of funds made by the company inits offer document or explanatory statement to the notice for the general meeting asapplicable and the actual utilisation of funds. Not Applicable 22.2 CorporateGovernance :
A report on the corporate governance along with a certificate from thePracticing Company Secretary of the Company regarding the compliance of conditions of thecorporate governance for the year ended 31st March 2019 as stipulated under Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isincluded and forms part of this annual report and marked as Annexure "IV".
All Board members and senior management personnel of the Company haveafirmed compliance with code of conduct for the year 2018-2019. A declaration to thiseffect certified by the Director of the Company is also attached in the annual report.
The Chairman and the Chief Financial Officer (CFO) of the Company havecertified to the Board with regard to the financial statements and other matters asrequired under Regulation 17 (8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the said certificate is attached in the annual report.
22.3 Management discussion and Analysis :
A separate section covering Management Discussion and Analysis Report(MDA) forms part of this annual report. Annexure "V".
22.4 Certificate on Compliance of conditions of Corporate Governance :Annexure "VI" 22.5 Suspension of Trading :
During the year under review there had been no suspension of tradingby any of the exchanges on which the Company's equity shares are listed.
22.6 Disclosures pertaining to the Sexual Harassment of women at theworkplace (Prevention Prohibition and Redressal) Act 2013 :
The company has complied with the provision relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women at theWorkplace (Prevention Prohibition and Redressal) Act 2013.
22.7 The details of number of cases filed and disposed as requiredunder the Sexual Harassment of Women at the Workplace (Prevention Prohibition andRedressal) Act 2013 : Not Applicable 23. Acknowledgement :
Your Directors are pleased to place on record their deep appreciationtowards the sincere services and co-operation extended by employees of the organization atall levels. They also wish to place on record their gratitude for the confidence placed inby the shareholders of the Company banks financial institutions and intermediaries theyare associated with. Further your Directors wish to thank the various regulatoryauthorities business associates clients and suppliers for their valued co-operation.
|On behalf of the Board || |
|Chintan V. Valia ||Khyati Valia |
|Non Executive Chairman ||Non Executive Director |
|(DIN : 05333936) ||(DIN: 03445571) |
|Date : August 6 2019 || |
|Place: Mumbai || |
|The Investment Trust of India Limited || |
|(CIN: L65910MH1991PLC062067) || |
|Registered Office : || |
|Naman Midtown "A" Wing || |
|21st Floor Unit No. 2103 || |
|Senapati Bapat Marg || |
|Elphinstone Road Mumbai - 400 013 || |
|e mail : firstname.lastname@example.org || |
|website : www.itigroup.co.in || |