Innovative Tech Pack Ltd Directors Report.

The directors are pleased to present the 30th Annual Report together with the Audited Standalone and Consolidated Financial Statements of our Company for the year ended March 31, 2019.

OPERATING RESULTS AND BUSINESS PERFORMANCE

FINANCIAL RESULTS 2018-19 2017-18
Standalone Consolidated Standalone Consolidated
Sales / Other Income 14549.96 14549.96 12671.97 14888.96
Gross Profit before interest, depreciation prior Period income and expenditure and impairment Loss and excess provision written back 2366.74 2366.74 2457.29 2499.28
Interest 872.46 872.46 869.51 934.4
Depreciation 1053.04 1053.04 957.7 1101.03
Profit / (Loss) before prior period adjustment, exceptional items and Tax 214.44 215.19 536.79 370.57
Exceptional items # 0 0 124.27 124.27
Provision for Taxation 54.37 54.37 130.12 88.34
Provision for deferred Tax -113.4 -113.4 -46.64 -46.64
Profit / (Loss) after Tax 273.47 274.22 329.04 204.6

TRANSFER TO RESERVES

Your Company proposes not to transfer any amount to the General Reserve. The Company proposes to retain Rs. 2.73 cr. in the Profit and Loss account.

DIVIDEND

The Board of Directors of your Company are pleased to recommend Dividend @ 15% (i.e. Rs 0.15 paise) on fully paid up equity Share of Rs. 1/- each for the financial year ended March 31, 2019, subject to the approval of the shareholders in the ensuing Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of the business of the Company. There were no material changes and commitments affecting the financial position of the Company between March 31, 2019 and the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has One (1) Associate Company i.e. Jauss Polymers Limited, within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

CONSOLIDAtED ACCOUNtS

The accounts of Jauss Polymers Limited are Consolidated with the Financial Statements of the Company are prepared in accordance with the provisions of the Companies Act, 2013 and the relevant Accounting Standards issued by the Institute of Chartered Accountants of India.

DIRECTORS

Based on the recommendation of the Nomination and Remuneration Committee, the Board has appointed Ms. Rekha Jain, Mr. Pradeep Kumar Jain as the Independent Director and Mr. Ketineni Chandra Shekar Rao, Ms. Pratibha Rao Ketineni as the Non executive Non Independent Director with the approval of the Members of the Company with effect from September 28, 2018.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has appointed Dr. Damodar Bhawarilal Chhaparwal on 12th November, 2018 as the Additional Independent Director subject to the approval of the Members of the Company in the ensuing Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Ketineni  Sayaji Rao, as the Managing Director for the further five year terms with the approval of the Members of the Company with effect from August 01, 2018.

DIRECTORS RESPONSIBILITY STATEMENT

As required by the Section 134(3)(c) read with the Section 134(5) of the Companies Act, 2013, your directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 the profit and loss of the company for that period;

(c) The directors had taken a proper and sufficient care 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) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the controls are adequate and were operating effectively; and if the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations of independence from each of its Independent Directors under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independent director envisaged in section 149 (6) of the Companies Act, 2013.

All Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013 and are not disqualified from continuing as Independent Directors.

KEY MANAGERIAL PERSONNEL

The following persons are the Whole-Time Key Managerial Personnel (‘KMP) of the Company in terms of provisions of Section 203 of the Companies Act, 2013: a. Mr. Ketineni Sayaji Rao – Managing Director b. Mr. Sanjay Saigal Chief Financial Officer c. Mr. Vishesh Chaturvedi – Company Secretary

NUMBER OF BOARD MEEtINGS

Twelve (12) meetings of the Board of Directors of your Company were held during the year under review.

EVALUATION OF BOARD PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the Board committees and individual directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the diversity of the Board, effectiveness of the board processes, information and functioning etc.

The performances of the committees were evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees and effectiveness of the committee meetings etc. The performance of the individual directors were reviewed on the basis of the criterias such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

The performances of non-independent directors, the Board as a whole and of the Chairman were evaluated in a separate meeting of the Independent Directors after taking into account the views of executive directors and the non-executive directors.

INTERNAL FINANCIAL CONTROL

The Company has in place an established internal control system to ensure proper recording of the financial & operational information, the compliance of various internal controls and other regulatory/statutory compliances. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.

STATUTORY AUDITORS

There is no change in Statutory auditor M/s KRA & Associates, Chartered Accountants will continue as the statutory Auditor of the Company.

The Report given by M/s KRA & Associates, Chartered Accountants, Statutory Auditor on the financial statement of the Company for the year 2018-19 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their report.

DIRECTORS VIEW ON AUDITORS OBSERVATIONS

The Management responses to the observation of the auditors is explained wherever necessary through appropriate notes to the Accounts is reproduced hereunder in compliance with the relevant legal provisions.

FIXED DEPOSItS

No disclosure or reporting is required in respect to the deposits covered under Chapter V of the Companies Act, 2013, as there were no transactions in respect to the same during the year under review.

RISK MANAGEMENt

There is a continuous process of identifying / managing risks through a Risk Management Process. The measures used in managing the risks are also reviewed. The risks identified by the Company broadly fall in the category of operational risk, regulatory risk, financial & accounting risk & foreign currency related risks. The risk management process consists of risk identification, risk assessment, risk monitoring & risk mitigation. During the year, measures were taken for the minimization of risks and the Board was informed from the time to time. In the opinion of the Board, none of the said risks which have been identified may threaten the existence of the Company.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mr. Pradeep Kumar Jain, Chairman, Mr. Rekha Jain, Mr. Ketineni Satish Rao. The Board of Directors of your Company has revised its terms of reference to make it in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - A, and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in the excess of the limits that set out in the said rules is enclosed as Annexure B1 and forms as part of this report. A statement showing details pertaining to the remuneration and other details 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 is enclosed as Annexure - B2 and forms as part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has made investments in securities of other body corporate(s), the details of which are given in Note 12 to the Financial Statements, which are within the limits prescribed under section 186 of the Companies Act, 2013

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are in ordinary course of business and at arms length, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review. The prescribed Form AOC-2 is enclosed as Annexure - C, and forms part of this Report. Your directors draw the attention of members to Note 41 to the standalone financial statements which sets out related party disclosures.

EXTRACT OF ANNUAL RETURN

The details forming part of the Extract of Annual Return in prescribed form MGT-9 is enclosed as Annexure-D and forms part of this Report.

SECRETARIAL AUDIT

The Board has appointed M/s Upender Jajoo & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2018-19 is enclosed here as an Annexure -thefinancial E and forms part of this Report. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

CORPORAtE GOVERNANCE

As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Corporate Governance Report along with Auditors certificate thereon and the Management Discussion and Analysis Reports are enclosed, and they form part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) programs were started by the Company during the year, the Company has partnered with Gyan Jyoti Education Foundation to promote education, including special education and employment enhancing vocation skills among children for and on behalf of the Company. Please refer the separate section on Corporate Social Responsibility in the annual report for a detailed write up on the CSR activities of the Company during the year.

The initiatives undertaken by the Company on CSR activities are out in "Annexure 3" of the Boards Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of the Boards Report.

DISCLOSURE REQUIREMENTS

1. Policy on materiality of related party transactions and dealing with the related party transactions is available on the website of the Company.

2. The Company has formulated and published the Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns, which is available on Companys website www. itplgroup.com. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and under regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

3. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

4. During the year under review, there were no cases reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 has formulated and adopted a nomination and remuneration policy which is disclosed on our website at the below link- http://itplgroup.com.

GREEN INItIAtIVES

Electronic copies of the Annual Report for the FY 2018-19 and the Notice of the 30th AGM are being sent to all the members whose email addresses are registered with the Company / Depository Participants.

For members who have not registered their email address, physical copies are sent in the permitted mode.

ACKNOWLEDGEMENT

The Directors wish to acknowledge and thank the Central and State Government and all the regulatory bodies for their continued support and guidance. The Directors thank the shareholders, customers, business associates, the Financial Institutions and the Banks for the faith reposed in the Company and its management.

The Directors place on record their deep appreciation of the dedication and commitment of your Companys employees at all levels and look forward to their continued support in the future as well.

For on behalf of the Board
Sd/- Sd/-
Ketineni Sayaji Rao Ketineni Satish Rao
Place : Noida Managing Director Whole time Director
Date : 05.09.2019 (DIN.: 01045817) DIN: 02435513