Your directors have great delight in presenting the 35th
Annual Report along with Companys Audited Financial Statement for the financial year
ended March 31,2023.
0 FINANCIAL RESULTS:
(Amount in Lacs)
| Particulars |
Standalone |
Consolidated |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| a) Sales & Other Income |
14647.40 |
11524.90 |
14651.10 |
11528.52 |
| b) Profit before interest, Depreciation & Tax |
1289.40 |
1028.25 |
1353.12 |
1101.78 |
| c) Less : - Interest and Finance Charges |
133.71 |
118.03 |
165.44 |
147.23 |
| - Depreciation |
110.60 |
128.79 |
127.66 |
145.28 |
| d) Profit before Tax |
1045.10 |
781.43 |
1060.02 |
809.27 |
| e) Less : Provision for Tax Current year |
270.00 |
200.00 |
270.00 |
200.00 |
| f) Less : Deferred Tax Liabilities |
-4.88 |
-24.29 |
-3.16 |
-20.94 |
| g) Less : Income Tax earlier year |
15.43 |
30.41 |
15.43 |
30.41 |
| h) Profit after Tax |
764.56 |
575.31 |
771.49 |
588.17 |
| i) Profit brought forward from previous year |
457.75 |
398.47 |
457.75 |
398.47 |
| j) Profit available for appropriations |
1222.32 |
973.78 |
1215.02 |
959.34 |
| k) Transferred to General Reserve |
650.00 |
500.00 |
650.00 |
500.00 |
| l) Dividend |
0.00 |
16.02 |
0.00 |
16.02 |
| n) Balance carried to Balance Sheet |
572.32 |
457.75 |
565.02 |
443.32 |
• OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE
The companys performance during Financial Year 2022-23 on a
standalone and consolidated basis were as follows -
A. The company standalone revenue were Rs. 14647.40 Lakhs in the
financial year 2022-23 compared with Rs. 11524.90 Lakhs in the previous year (2021-22),
showing a growth of 27.09 %. The Profit before tax for the financial year 2022-23 is
Rs.1045.10 against Rs. 781.43 Lakhs in the year 2021-22. The profit after tax of the
Company increased from Rs. 575.31 Lakhs to Rs. 764.56 Lakhs showing a growth of 32.90%.
B. The company consolidated revenue were Rs. 14651.10 Lakhs in the
financial year 2022-23 compared with Rs. 11528.52 Lakhs in the previous year (2021-22),
showing a growth of 27.09 %. The Profit before tax for the financial year 2022-23 is
Rs.1060.02 against Rs. 809.27 Lakhs in the year 2021-22. The profit after tax of the
Company increased from Rs. 588.17 Lakhs to Rs. 771.49 Lakhs showing a growth of 31.17%.
• CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of the business of your Company
during the financial year.
• 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.
• TRANSFER TO GENERAL RESERVES
The Company proposes to transfer Rs. 650.00 Lacs to the general
reserves out of the amount available for appropriations.
• SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2023 was
Rs. 3,20,43,000 divided into 3204300 equity shares of Rs. 10/- each. There has been no
change in the capital structure of Company during the year under review.
• DIVIDEND :
Your Directors are pleased to recommend Dividend at the rate of Rs.
1.00 Per share (previous year Rs.0.50 per share) for the year ended 31st March,
2023 subject to approval of the members in the ensuing Annual General Meeting.
• MANAGEMENT:
i) Directors and key managerial perrsonnel Changes in Directors:-
During the year under review there is no change in Directors.
Directors liable to retire by rotation and seeking re-appointment:
As per the provisions of section 152 of the Companies Act, 2013 there
is a requirement of not less two third of the total number of directors are liable to
retire by rotation in every annual general meeting, the company has a board comprising of
executive and non-executive directors and there is no director who is eligible for the
retire by rotation in this annual general meeting. Although the Company is always ready to
comply with all the rules and regulations which are applicable to the Company and in
compliance with the said section the company is putting Item No. 3 in the Annual General
Meeting Notice relating to the appointment of Shri Mahendra Jain (DIN: 00256047), who was
appointed for 3 years as joint managing director in the 33rd Annual General
Meeting held on September 23, 2021 and for compliance with the section, the company is
retiring him and he is eligible for re-appointment.
Non-Executive Director (Independent Director) seeking
appointment/re-appointment:
• Two consecutive terms of five years existing Non-Executive
Independent Directors Mr. Niranjan Chakarborty
(DIN 00443524) m 31st March, 2024. As per section 149
(10) of the Companies Act, 2013 existing Independent Director cannot continue beyond the
two terms. Company needs to appoint Independent Directors.
• Pursuant to the provisions of Sections 149, 150 and 152 and
other applicable provisions, if any, read along with Schedule IV to the Companies Act,
2013 (‘the Act) [including any statutory modification(s) or re-enactment(s)
thereof for the time being in force], the Companies (Appointment and Qualifications of
Directors) Rules, 2014 and Regulation 17 and any other applicable provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘SEBI Listing Regulations), as amended from time to time, Mr.
Rajesh Jain (holding DIN: 01216467), who was appointed as an Independent Director of
the Company for a term of 5 (five) consecutive years commencing from November 14, 2018
upto November 13,2023 (both days inclusive) and who being eligible for re-appointment as
an Independent Director has given his consent along with a declaration that he meets the
criteria for independence under Section 149(6) of the Act and the rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company
has received a Notice in writing from a Member under Section 160(1) of the Act proposing
her candidature for the office of Director and based on the recommendation of the
Nomination & Remuneration Committee and the Board of Directors of the Company, be and
is hereby re-appointed as an Independent Director of the Company, not liable to retire by
rotation, to hold office for a second term of 5 (five) consecutive years on the Board of
the Company commencing from November 14, 2023 upto November 13, 2028 (both days
inclusive).
Your Board of Directors recommends passing of necessary resolution to
that effect as set out in the Item No. 4 notice of the Annual General Meeting.
• Pursuant to the provisions of Sections 149, 150, 152, 161,
Schedule IV and other applicable provisions of the Companies Act, 2013 ("the
Act") read with the Rules framed thereunder, and applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, ("the LODR
Regulations") [including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force], and Articles of Association of the Company, approval and
recommendation of the Nomination and Remuneration Committee and that of the Board, Mr.
Vinod Kumar Jain (DIN:10289373), who was appointed as an Additional Director in the
capacity of Non-Executive Independent Director with effect from August 25, 2023, who meets
the criteria for independence under Section 149(6) of the Act and the Rules made
thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the
Company has received a notice in writing from a member under Section 160 of the Act, be
and is hereby appointed as an Independent Director of the Company for a period of 2
consecutive (two) years till August 24, 2025, and that he shall not be liable to retire by
rotation.
Your Board of Directors recommends passing of necessary resolution to
that effect as set out in the Item No. 13 notice of the Annual General Meeting.
Changes in KMPs:-
During the year under review there is no change in KMPs.
Independent directors
During the year under review Mr. Niranjan Chakraborty; Mrs. Pratima
Jain and Mr. Rajesh Jain were Independent Director of the Company and there is no change
in the Independent Directors of the Company.
• FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All independent directors inducted into the Board attend an orientation
program. The details of the training and familiarization program are provided in the
corporate governance report. Further, at the time of the appointment of an independent
director, the Company issues a formal letter of appointment outlining his / her role,
function, duties and responsibilities.
• BOARD AND COMMITTEE MEETINGS
The details of the composition of the Board and its Committees and the
number of meetings held and attendance of Directors at such meetings are provided in the
Corporate Governance Report, which forms part of the Annual Report.
• DIRECTORS RESPONSIBILITY STATEMENT:
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) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the
year ended March 31, 2023, 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 judgment 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 31,2023 and of the profit of the Company for the
year 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.
0 PUBLIC DEPOSIT:
During the year under review, your company has neither invited nor
accepted any deposit under the provisions of Section 73 of the Companies Act, 2013 and
rules.
• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
The Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial
Statements forming part of Annual Report.
• AUDITORS:
- Statutory auditors
M/s Mahendra Badjatya & Co. Chartered Accountants, (ICAI FRN
001457C), has been re-appointed as the Statutory Auditors of the Company for the second
consecutive term of five years at the 34th Annual General Meeting held on
28.09.2022 till the conclusion of the 39th Annual General Meeting to be held in
the year 2027.
- 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 M/s I G & Associates, Company Secretaries, F.R. No.:
I2013MP1054000, to undertake the secretarial audit of the company. The Secretarial Audit
Report is given at page No 30 forming part of this report.
Cost auditors
As per the requirement of Central Government and pursuant to the
provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014, as amended from time to time, the Company has been carrying out
audit of Cost Records.
The Board of Directors, on the recommendation of Audit Committee, has
appointed M/s SMRITI & CO., Cost Accountants (FRN: 101663), as Cost Auditor to
audit the cost accounts of the Company for the Financial Year 2022-23 at a remuneration
ofRs. 43,500/- (Rupees Forty Three Thousand Five Hundred only) & re-imbursement of
out-of- pocket expenses as required under the Companies Act, 2013. A resolution seeking
members approval for the remuneration payable to the Cost Auditor forms part of the
Notice convening the Annual General Meeting.
The Board of Directors, on the recommendation of Audit Committee, has
appointed M/s SMRITI & CO., Cost Accountants (FRN: 101663), as Cost Auditor to
audit the cost accounts of the Company for the Financial Year 2023-24 at a remuneration of
Rs. 43,500/- (Rupees Forty Three Thousand Five Hundred only) & re-imbursement
of out-of- pocket expenses as required under the Companies Act, 2013. A resolution seeking
members approval for the remuneration payable to the Cost Auditor forms part of the
Notice convening the Annual General Meeting.
- 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.
• 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 2014-15 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 2022-23,
The Company has Transfer 6,330 (Six Thousand Three Hundred Thirty) 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.
• 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-A"
forming part of this report.
• INDUSTRIAL RELATIONS :
Industrial relations of the Company remained cordial during the year.
• SUBSIDIARY COMPANY:
M/s. M.M. Metals Pvt. Ltd. is subsidiary of your Company.
Pursuant to the provisions of the Companies Act, 2013, your Company has
prepared Consolidated Financial Statements of your Company which is forming part of this
Annual Report. Further, a Statement containing salient features of financial information
of the Subsidiary Company/Associate Company is disclosed in the prescribed format AOC-1,
pursuant to Provisions of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, is annexed to this Report "Annexure-B" The Statement also
provides details of performance and financial position of each of the Companies.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the Audited Financial Statements, the Consolidated Financial Statements and the
related information of the Company and the Audited Accounts of the Subsidiaries Company,
is available on our website i.e. www.itl.co.in. These documents shall also be available
for inspection during the business, i.e. between 9.30 A.M. to 5.00 P.M. on all working
days at the Registered Office of the Company.
• RELATED PARTY TRANSACTIONS :
All related party transactions conducted in the last financial year
were carried out on an arms-length basis and were consistent with our ordinary course
ofbusiness. For further details, please refer to "Annexure-C" included
with this report.
In compliance with Regulation 23 of the Listing Regulations, any
transactions requiring shareholders approval are outlined in the Notice section of this
Annual Report.
All Related Party Transactions are presented to the Audit Committee for
prior approval. For transactions that are repetitive or unpredictable in nature, prior
omnibus approval from the Audit Committee is sought.
• CORPORATE SOCIAL RESPONSIBILITY (CSR) :
During the year under review, your Company having profit before tax of
Rs. 1045.10 Lakhs 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 Jain - Chairman
2. Shri Mahendra 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 Companys CSR Policy lays out the vision, objectives and
implementation mechanisms. The Companys CSR policy is available on the Companys website
at www.itl.co.in The Companys CSR activities have traditionally focused on education,
skill development, health, environment and promoting sustainable practice. Annual Report
on CSR activates is annexed herewith as "Annexure-D".
• REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNELAND 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 1.02 Cr. per annum or Rs. 8.50 Lakhs 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) of the Companies (appointment and remuneration) Rule 2014 are
not applicable Details attached as "Annexure-E".
• 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.
• DISCLOSURE ON ESTABLISHMENT OFAVIGIL MECHANISM/WHITLE BLOWER
POLICY :
Pursuant to the provisions of Section 177 (9) & (10) of the
Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers)
Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower
Policy, which provides for a vigil mechanism that encourages and supports its Directors
and employees to report instances of illegal activities, unethical behavior, actual or
suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also
provides for adequate safeguards against victimization of persons who use this mechanism
and direct access to the Chairman of the Audit Committee in exceptional cases. During the
year under review, no protected disclosure concerning any reportable matter in accordance
with the Vigil mechanism and Whistle Blower policy of the Company was received by the
Company. The Whistle Blower Policy has been posted on the website of the company
www.itl.co.in.
• 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.
• CODEOFCONDUCT :
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 armed compliance with
the Code of Conduct. Declaration on adherence to the code of Conduct is forming part of
the Corporate Governance Report.
• 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 Companys website i.e. www.itl.co.in.
• SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (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.
• PREVENTION 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
Companys 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.
• LISTING OF SHARES:
Company shares are listed on BSE Limited only. The company has paid
annual listing fee for financial year 2023-24.
• DEPOSITORY SYSTEM:
Your Companys shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view
of the numerous advantage offered by the Depository System, members are requested to avail
of the facility of Dematerialization of the Companys shares on either of the Depositories
mentioned as aforesaid. The Company has paid the annual custodian fee to respective
depositories.
• EXTRACT OFANNUAL RETURN:
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014,
the Annual Return in form MGT-7 for the year ended 31st March, 2023 is hosted
on www.itl.co.in. The same shall be filed to Registrar of Companies after annual General
Meeting to be held on 29th September, 2023.
• 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 informations of associates on
equity method as prepared in compliance with the accounting standards and listing
agreement.
• 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 of the 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 |
| Place : Indore |
Rajendra Jain |
Mahendra Jain |
| Date : 25/08/2023 |
Managing Director |
Joint Managing Director |
|
DIN:00256515 |
DIN: 00256047 |
+91-9892691696
