indian toners developers ltd Directors report

To The Members,

Your Directors have pleasure in presenting the 33^rd Annual report alongwith the Accounts for the year ended 31.03.2023.

Working results

Rs. in Lacs

	For the year ended 31st March 2023		For the year ended 31st March 2022
	Standalone	Consolidated *	Standalone	Consolidated
Revenue from Operations	15517		11899	11960
Operating Gross Profit	3829		2777	2956
Add/(Less): Financial Charges	(27)		(16)	(15)
Depreciation & Other Amortizations	(392)		(414)	(414)
Profit before tax	3410		2347	2527
Add/ Provision for tax–
(Less) Current Year & MAT Cr. Ent.	814		685	685
Previous Year Tax Adjustment	3		(227)	(227)
Deferred Tax Assets (Liabilities)	(38)		(5)	(5)
Surplus Available for appropriation	2631		1894	2074

*Indian Toners USA company voluntarily dissolved on 31.10.2022 accordingly consolidated figures are not comparable

OPERATIONS

During the Financial Year ended March 31, 2023, your Company recorded a standalone turnover of Rs. 15517 Lacs as compared to turnover of Rs.11899 Lacs during the previous Financial Year ended March 31, 2022. Out of this, 19% of revenue was from Exports and rest from Domestic Sales. Revenue from operations for the year ended 31 March, 2023 has increased by 30.41% over the corresponding period of last year. During the year, the production and sales in quantity was also higher by 20.91% and 19.10% respectively as compared to last year. The net profit of your Company for the Financial Year ended March 31, 2023 stood at Rs.2631 Lacs as against the net profit of Rs. 1894 Lacs for the Financial Year ended March 31, 2022, which was higher by 38.91% than the previous year.

The all time high performance of your Company was the result of :

1. Overall growth in demand of compatible toners which resulted in higher production and sales

2. Anti-Dumping Duty imposed on imports from some countries

3. End of lockdown

4. Full revival of the severely impacted manufacturing and marketing activities

5. Focus on exercising better control over fixed cost.

6. Steps taken to improve efficiencies to make the operations more profitable.

Your Company continued to be Indias leading and most preferred compatible TONER brand. Your Company keeps on investing in understanding customer needs through intensive customer interactions and research and uses the knowledge in effectively delivering customer need based solutions.

UTILISATION OF SURPLUS FUNDS

For the last 3 years, the company is regularly utilizing the surplus funds for the benefit of the shareholders of the company and in the expansion plans to increase the production capacity. Two years back, the company rewarded the shareholders with an offer of buy back and during the last 2 years, your company is continuously investing in expansion with a goal to increase the production capacity to 5400 MT. This is in addition to the uninterrupted dividend of 30% every year since financial year 2017-18 which has now been increased to 35% in the financial year ended 31.03.2023.

The production capacity of your company increased to 4800 MT as on 31.03.2023 which will further increase to 5400 MT during the current year with the installation of one more line in Unit I which will start production by the end of second quarter, 2023.

The year by year increase in the production capacity of your company is as under:-

Year ended	Unit I	Unit II	Total
31.03.2021	1200 MT	2400 MT	3600 MT
31.03.2022	1200 MT	2400 MT	3600 MT
31.03.2023	2400 MT	2400 MT	4800 MT

Apart from the expansion, the Management of your Company is in touch with various agencies to explore opportunities to invest in some new projects and other activities as part of diversification plan.

YEAR OF SUCCESS

In our last Directors Report for the year ended 31.03.2022, we mentioned how your company went through period of crises which resulted in overall down turn in the performance of the company.

The combined efforts of the management and the entire team in cutting cost and introduction of cost saving projects started giving wonderful results. It motivated everyone to do more and more which not only recovered the lost shortfall of the previous years but also went ahead to prove that joint and combined efforts can do miracle. The production was high, costs were under control, sales crossed its previous targets to surpass the all top and bottom line figures. There was a sigh of relief all over and a smile on the face of every member of family clearly indicating a sense of achievement and an assurance to do more and more in future. The figures for the year ended 31.03.2023 are before you and speak for themselves of the success.

Dividend

The Board had recommended an interim dividend of rs. 3.50/- per equity share (35% of face value of Rs. 10), which is also the final dividend for the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (acceptance of Deposits) Rules, 2014.

FUTURE OUTLOOK AND PLANS

Business in imaging industry should remain stable in the long term. However, in the short term there may be some concern because of the time taken for the commercial activities to resume fully after lock down. India still remains a largely under-penetrated market as compared to the developed countries giving us the visibility for long term growth With 120+ Distributors and 60+ dealers spread throughout the country we are at the fore-front to satisfy this huge gap. We are also working on the development of compatible copier color toner. Post covid, the export market also looks more robust as most customers are looking for alternate suppliers to strengthen their supply chain.

WHOLLY OWNED SUBSIDIARY

As informed earlier, the Wholly Owned Subsidiary (WOS) Indian Toners USA Company has been closed. RBI has introduced new regime in the month of August, 2022 accordingly disinvestment approval for WOS by automatic route via Authorized Dealer Bank is prescribed and we submitted all requisite documents and forms to Authorized Dealer Bank and the Letter of Disinvestment is awaited from State Bank of India, Specialized ODI-FDI Cell, Mumbai.

RESEARCH AND DEVELOPMENT ACTIVITIES

Your Company continued the research and development activities during the year in the key areas of product, process and material development. Your Company has always given prime importance to Research & Development which is the basis of your Companys success. With the help of the Pilot Plant, your Company has successfully developed new quality products at competitive prices to face the global competition and is very optimistic to develop many more products in the times to come.

Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology to your In House R & D Unit is a moral boosting and an encouraging feature for the team of your Research & Development Centre.

During the year the Company has incurred R & D expenses of Rs. 82.37 Lacs in various heads in addition to Rs. 35.66 Lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.indiantoners. com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmedcompliance with the Code. All Management Staff were given appropriate training in this regard.

EXTRACT OF ANNUAL RETURN:

Pursuant to prescribed provisions of Companies Act, 2013 and rules framed thereunder Annual Return has been hosted on the website of the company and can be viewed at www.indiantoners.com under Investor Relations Section.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 4 times during the financial year from01.04.2022 to 31.03.2023. The dates on which the meetings were held are as follows:

27.05.2022, 10.08.2022, 11.11.2022 & 08.02.2023.

COMPOSITION OF COMMITTEES

NAME OF COMMITTEE	MEMBERS	NO. OF MEETINGS HELD DURING THE YEAR	DATES OF MEETINGS		CHANGE, IF ANY, DURING THE YEAR
Audit Committee	Sh. Sanjeev Goel	4	27.05.2022,	10.08.2022,	No. Change
	Sh. Sushil Jain		11.11.2022,	08.02.2023.
	Smt. Neena Jain
Nomination &	Sh. Sanjeev Goel	1	27.05.2022		No. Change
Remuneration	Sh. Sushil Jain
Committee	Smt. Neena Jain
Stakeholders	Sh. Sanjeev Goel	1	31.03.2023		No. Change
Relationship	Sh. Sushil Jain
Committee
	Smt. Neena Jain
Share Transfer	Sh. Sushil Jain,	17	26.04.2022,	11.05.2022,	No. Change
Committee			27.06.2022,	25.07.2022,
	Sh. N.K.		28.08.2022,	20.09.2022,
	Maheshwari		31.10.2022,	21.11.2022,
			30.11.2022,	16.12.2022,
	Sh. Vishesh		31.12.2022,	11.01.2023,
	Chaturvedi		23.01.2023,	01.02.2023,
			28.02.2023,	22.03.2023
			31.03.2023

SECRETARIAL STANDARDS

During the year, your company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, based upon the management representation Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31.03.2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of profitof company for that period;

c) the directors have taken proper and sufficient care for the 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) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls in the company that are adequate and were operating effectively.

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website www.indiantoners.com.

PREVENTION OF INSIDER TRADING:

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 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. As per Regulations 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015, company has implemented Structured Digital Data Base (SDD) software for monitoring the following:-

1. control exists as to who can access the SDD

2. all the UPSI disseminated in the previous quarter have been captured in the Database

3. the system has captured nature of UPSI along with date and time

4. the database has been maintained internally and an audit trail is maintained

5. the database is non-tamperable and has the capability to maintain the records for 8 years. and accordingly the PCS certify that the company follows SEBI (PIT) Regulations, 2015 in reference to the SDD.

All Board of Directors and the designated employees have confirmed compliance with the Code.

Requirements of Regulation 8 (Code of Fair Disclosure) & Regulation 9 (Code of Conduct) of SEBI (Prohibition of Insider Trading) Regulations, 2015 have been noted and complied with by the Company.

STATUTORY AUDITORS & AUDITORS REPORT

The Statutory Auditors of the Company M/s B.K. Shroff & Co., Chartered Accountants, Members at the 32^nd Annual General Meeting of the Company for a term of 5 years i.e. from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The consolidated accounts along with the Statement pursuant to Section 129 of the Companies Act, 2013 are annexed.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors has appointed M/s. Mukesh Agarwal & Co. (CP No.:3851, FCS: 5991), Company Secretaries to undertake the Secretarial Audit of the company for the financial year 2023-24. Your company has received their written consent that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Audit Report is annexed as Annexure "1".

INTERNAL AUDIT & INTERNAL AUDITORS

The Company has well-structured Internal Audit function. Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable provisions, if any, the Board of Directors on the recommendations of the Audit Committee have appointed M/s K. N. Gutgutia & Co., Chartered Accountants as Internal Auditors of the Company for the financial year2023-24.

COST AUDITORS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There was no materially significant related party transaction with the Companys

Promoters, Directors, Key Managerial Personnel or other designated persons or their relatives, which could have had a potential conflict with the interests of the Company. Transactions in the normal course of business are periodically placed before the Audit Committee for its approval.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed thereunder and the Listing Agreement. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.indiantoners.com.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (LODR) Regulations, 2015, the Board of Directors of a listed Company are required to constitute Risk Management Committee. However, the provisions of this regulation are applicable to top 500 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Our Company does not fall under this category.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Pursuant to Section 135(9) of the Companies Act, 2013, CSR Committee is no more required. The Annual Report on CSR Activities is annexed as Annexure "2".

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the Chairman and the working of its Audit, Nomination & remuneration, and Stakeholders relationship Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is posted on the website of company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There has been no significant and material order passed by the concern status of the Company and its future operations.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:

(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary and Chief FinancialOfficer during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 are as under:

SL. NO. NAME	DESIGNATION	REMUNERATION PAID IN FY 2022- 23 (RS. IN LACS)	REMUNERATION PAID IN FY 2021- 22 (RS. IN LACS)	% INCREASE IN REMUNERATION FROM PREVIOUS YEAR	RATIO/ TIMES PER MEDIAN OF EMPLOYEE REMUNERATION
1. SH. SUSHIL JAIN	CHAIRMAN, CEO (KMP)	217.89	217.87	–	217.89:3.41
2. SH. AKSHAT JAIN	MANAGING DIRECTOR	128.47	128.47	–	128.47:3.41
3 SH SATYENDRA PAROOTHI*	WHOLETIME DIRECTOR	24.46	–	N.A.	N.A.
4. SH. VISHESH CHATURVEDI**	COMPANY SECRETARY (KMP)	16.79	10.23	N.A.	N.A.
5. SH. N.K. MAHESHWARI	CHIEF FINANCIAL OFFICER(KMP)	17.81	17.29	3.00	N.A.

*appointed w.e.f. 27.05.2022

**appointed w.e.f. 22.06.2021

The percentage increase in the median remuneration of employees of the Company during the financial year was 16.00%.

ii) There were 227 permanent employees on the rolls of the Company as on 31.03.2023;

iii) Average percentage increase made in the salaries of employees other than the managerial personnel in the current financial year i.e. 2022-23 was 8% whereas the increase in the managerial remuneration for the same financial year was nil.

iv) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Sh. Sushil Jain, Sh. Akshat Jain, Sh. Satyendra Paroothi, Sh. Vishesh Chaturvedi and Sh. Naresh Kumar Maheshwari are the Chief Executive Officer (CEO) & Chairman, Managing Director, Wholetime Director, Company Secretary and Chief Financial Officer (CFO) of the Company respectively.

On the recommendation of Nomination & Remuneration Committee meeting held on 22.05.2023, the Board of Directors in its meeting held on 22.05.2023, has re-appointed Sh. Sushil Jain as Wholetime Director to be designated as Chairman of the Company w.e.f. 16^th August, 2023, subject to the approval of shareholders in the forthcoming Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sh. Akshat Jain, Managing director, will retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Company has received declaration from all the Independent Directors confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The Company seeks to ensure that all such complaints are resolved within defined timelines. During Financial Year 2022-23, the Company has not received any complaint.

PERSONNEL

Cordial Industrial relations continue to prevail thereby further strengthening employees commitment to the growth of the Company.

The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts, co-operation and outstanding contribution to the growth of the Company during the year.

Particulars of employees as required under the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, the information is not being sent alongwith the Annual Report as per the proviso of Section 136 of the Companies Act, 2013. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered Office.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earning and outgo is required to be disclosed in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure ‘A and forms part of this report.

MANAGEMENTS dISCUSSIONS ANd ANALYSIS rEPOrT

Managements Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report as Annexure -3.

DISCLOSURES UNDER LISTING AGREEMENT

Your Company is now listed only with BSE Limited. The Company is regular in paying the listing fees on demand and it has paid fee upto the current financial year.

DEMATERIALISATION OF SECURITIES

As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialization form with effect from30.10.2000 and your company had entered into necessary agreements with both the Depositories i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Securities Limited). It is, therefore, advisable to trade in the shares of the company in dematerialization form which is convenient and safe.

CORPORATE GOVERNANCE

In terms of Regulation 4 of SEBI (LODR) Regulations, 2015, a Report on Corporate Governance alongwith a certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is provided in this Annual Report as Annexure -4.

ACKNOWLEdGEMENT

Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State Governments, State Bank of India and its valued Customers. Your Directors also thank the shareholders for their continued support. Your Directors thank all the dedicated employees including executives for all their services rendered to the Company.

	For & on behalf of the Board
Place: New Delhi	(SUSHIL JAIN)
Date: 22.05.2023	Chairman