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ITL Industries

BSE: 522183|ISIN: INE478D01014|SECTOR: Machine Tools
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Directors Report Year End : Mar '18    Mar 15

The Directors have pleasure in presenting the 30th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2018.

01. FINANCIAL RESULTS : (Amount in Rs.)

Particulars

Financial year ended 31.03.2018

Financial year ended 31.03.2017

a)

Sales & Other Income

838292694

704211709

b)

Profit before interest, Depreciation & Tax

88804440

79729143

c)

Less : - Interest and Finance Charges

24478603

22752154

- Depreciation

11415647

8755575

d)

Profit before Tax

64325836

48221414

e)

Less : Provision for Tax Current year

14000000

10000000

f)

Less : Deferred Tax Liabilities

-2042376

1370000

g)

Less : Income Tax earlier year

1067156

-549741

h)

Profit after Tax

51301056

37401155

i)

Profit brought forward from previous year

4703785

9181193

j)

Profit available for appropriations

56004841

46582348

k)

Transferred to General Reserve

50000000

40000000

l)

Proposed Dividend

1602150

1601600

m)

Provision for Dividend Distribution Tax

326161

277141

n)

Balance carried to Balance Sheet

4076531

4703607

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 0.50 Per share (previous year Rs. 0.50 per share) for the year ended 31st March, 2018 subject to approval of the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review, the sales & other Income of Company increased from Rs. 7042.12 Lacs to Rs. 8382.93 Lacs showing a growth of 19.04% & profit after Tax of the Company for the year under review has increased from Rs. 374.01 lacs to Rs. 513.01 Lacs showing a growth of 37.17%.

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and; (f) revival in credit demand from the private sector.

05. DIRECTORS :

Shri Manohar Singh Jain, retire by rotation and being eligible, offers himself for re-appointment.

The Board of Director’s at their meeting held on August 13, 2018 had approved the re-appointment of Shri Rajnedra Singh Jain (DIN 00256515) as a Managing Director for a period of three years w.e.f. February 01,2019, subject to shareholder approval.

The Board of Director’s at their meeting held on August 13, 2018 had approved the re-appointment of Shri Mahendra Singh Jain (DIN 00256047) as a Joint Managing Director for a period of three years w.e.f. February 01,2019, subject to shareholder approval.

06. DIRECTORS’ RESPONSIBILITYSTATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) ofthe Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

07. PUBLIC DEPOSIT:

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

08. AUDITORS :

08.1 - STATUTORY AUDITORS

The Auditors M/s Mahendra Badjatya & Co. Chartered Accountants, (ICAI FRN 001457C) have been appointed as statutory auditors ofthe company at the last Annual General Meeting held on 28.09.2017 for a period of five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members ofthe Company at the ensuing AGM.

08.2 - SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Raju Chandra Pal, Practicing Company Secretary (CP No.:14771 & ACS:24927),to undertake the secretarial audit of the company. The Secretarial Audit Report is given in the Annexure forming part of this report.

08.3 - INTERNAL AUDITORS

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

09. TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”) notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2010-11 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. During the financial year 2017-18, The Company has Transfer 83265 (Eighty Three Thousands Two Hundred Sixty Five) Equity Shares to Investors Education and Protection Fund (IEPF) related to the concerned shareholders have not claimed dividend for a period of 7 consecutive years.

10. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 3,20,43,000 divided into 3204300 equity shares of Rs. 10/- each. During the year the Company has forfeited 93000 (Ninety Three Thousand) partly paid up Equity Share of face value of Rs. 10 each on which total Rs. 423507 remains unpaid on account of Share Capital account due to failure to pay the balance amount of allotment money due, in the Board Meeting held on 11.09.2017 and the same has been approved by the BSE letter dated 10.01.2018.Your company do not hold any instruments convertible into the equity shares of the Company.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is given in the Annexure forming part of this report.

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARY COMPANY:

M/s. M.M. Metals Pvt. Ltd. is subsidiary of your Company. The business operations of the said companies have not been commenced.

The Statement pursuant to the Companies Act, 2013, in respect of the Subsidiary Company is separately annexed and forms part of the Annual Report.

14. RELATED PARTY TRANSACTIONS :

All related party transactions that are entered into during the last financial year were on arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made with Promoters, Directors or Key Managerial Personnel which may have a potential conflict of interest of the Company at large.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

During the year under review, your Company having profit before tax of Rs. 6.43 Crores and as per provisions of Section135 of the Companies Act, 2013, every company having net worth of rupees five hundred Crore or more or turnover of rupees one thousand crore or more or a net Profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors out of which at least one director shall be an independent director;

Accordingly Board has constituted Corporate Social Responsibility Committee in its meeting held on 13 August,2018 comprising following members:-

1. Shri Rajendra Singh Jain - Chairman

2. Shri Mahendra Singh Jain - Member

3. Dr. Pratima Jain - Member

The role of the committee is to formulate and recommend a CSR policy to the Board, to recommend expenditure to be incurred on CSR activities, to monitor The CSR Policy of the Company From time to time and to institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company. Further expenses towards CSR activities will be done in current financial year and will be review time to time.

The Company’s CSR Policy lays out the vision, objectives and implementation mechanisms. The Company’s CSR policy is available on the Company’s website at www.itl.co.in The Company’s CSR activities have traditionally focused on education, skill development, health, environment and promoting sustainable practice

16. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEE :

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

During the year none of the employee of the company is drawing more than 60,00,000/- per annum or Rs. 5,00,000/- per month for the part of the year, therefore Particulars of the employee as require under section 197 of the Companies Act 2013 read with rule 5(2) & 5 (2) ofthe Companies (appointment and remuneration) Rule 2014 are not applicable.

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

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, a spate titled “Report on Corporate Governance and Management Discussion and Analysis” forms part of this Annual Report.

Certificate confirming compliance with conditions of Corporate Governance as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, also forms parts of this Annual Report.

18. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHITLE BLOWER POLICY :

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the Company’s website i.e. www.itl.co.in.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY :

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

20. CODE OF CONDUCT :

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

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

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The code of conduct disclosed on the Company’s website i.e. www.itl.co.in.

22. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVANTION PROHIBITION & REDRESSAL) ACT, 2013 :

The Company has in place and Anti Sexual Harassment Policy in line with requirements of the Sexual Harassment of the Women at Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup to redress the Complaints received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

23. PREVANTION OF INSDER TRADING :

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

The code requires Trading Plan, pre clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company’ shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading window is closed.

24. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return of the Company in form MGT-9 is given in the Annexure forming part of this report.

25. CONSOLIDATED FINANCIAL STATEMENTS:

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

26. ACKNOWLEDGEMENT:

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management ofthe operations of the Company.

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

For and on behalf of the Board

Rajendra Singh Jain Mahendra Singh Jain

Managing Director Joint Managing Director

DIN:00256515 DIN:00256047

Place: Indore

Dated: 13/08/2018

Source : Dion Global Solutions Limited
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