To,
The Members of INTEGRATED THERMOPLASTICS LIMITED
We hereby present the 29th Annual Report and the Audited Financial Statements for the financial year ended 31st March, 2023.
1. FINANCIAL RESULTS: Amount (Rs)
PARTICULARS | FY 2022-23 | FY 2021-22 |
Revenue from Operations | 7,64,32,384 | 55,26,02,317 |
Other Income | 3,82,523 | 7,90,760 |
Total Revenue | 7,68,14,907 | 55,33,93,131 |
Total Expenses | 17,45,40,610 | 71,89,27,272 |
Profit Before tax | (9.77,25,703) | (16,55,34,141) |
Less: Current Tax | -- | -- |
Less: Deferred Tax | (19,98,533) | (20,13,361) |
Loss after tax | (9,97,24,236) | (16,75,47,502) |
REVIEW OF OPERATIONS:
During the year under review, the company has made revenue of Rs.7,64,32,384/- from operations and Rs.3,82,523/ - from other Income aggregating to Rs.7,68,14,907/- and posted a net loss of Rs.(9,97,24,236)/- for the financial year 2022-23.
MANAGMENT DISCUSSION AND ANALYSIS:
INDUSTRY STRUCTURE AND DEVELOPMENTS:
Industry has been comfortable in the past few years and has been able to enlarge its areas of supplies to priority sector like rural water supply schemes and housing taken up by different state governments and local authorities.
OPPORTUNITIES AND THREATS:
The company has been able to establish itself in the PVC market in south India. The company is making every effort to work closely with the major players in the domestic industry to realize better sales. The company sees a demand for its products in the years to come.
SEGMENT WISE OR PRODUCT WISE PERFORMANCE:
Since the company does not operate in different sectors, the segment wise performance of the financials is not applicable.
OUTLOOK:
The outlook for the companys products appears to be better.
RISKS AND CONCERNS:
There is stiff competition for the companys products in the market. However by implementing cost control methods, your company is confident of overcoming the possible risks and concerns.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:
No new employees have been employed during the year under review. The company has not made significant development in human resources.
DIVIDEND:
As the company incurred loss during the financial year 2021-22, your Board of directors has not recommended any dividend.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
As per the provisions of section 152 of the Companies Act, 2013, Mr. Sreenivasulu Reddy Angitapalli, who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The board recommends him re-appointment.
BOARD MEETINGS:
Three (03) meetings of the Board of Directors were held during the financial year and the details are given in paragraph 2 (d) of Corporate Governance report attached to this Annual Report.
COMPLIANCE OF SECRETARIAL STANDARDS:
During the period under review, the company has not complied with all the applicable secretarial standards, notified under section 118 (10) of the Companies Act, 2013.
CONTENTS OF ANNUAL RETURN:
Pursuant to section 92(1) of the Companies Act, 2013 (‘the Act) and Rule 12 of the Companies (Management and Administration) Rules, 2014.The copy of annual return is available at www.integratedthermo.com
Pursuant to section 134 of the Companies Act, 2013 (‘the Act), the contents of annual return is enclosed to this report as Annexure-I
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the company has not granted any loans or given any guarantees or made any investments covered under the provisions of section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and regulation 23 of SEBI (LODR) Regulations, 2015, during the financial year were in the ordinary course of business and on an arms length pricing basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards has been made in the notes to the financial statements. The details of related party transactions for the financial year 2021-22 is enclosed as Annexure-II.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of section 135 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 the immediately preceding financial year shall constitute CSR Committee and formulate a Corporate Social Responsibility (CSR) Policy. Since, the company does not fall under the said criteria during the immediately preceding financial year, the provisions of section 135 of the Companies Act, 2013, Schedule VII and the rules made thereunder are not applicable to the company.
Accordingly, a report on CSR activities as per rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:
Details of Energy Conservation, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required as per section 134(3)(m) of the Companies Act 2013, are given in Annexure - III to the Directors Report.
PARTICULARS OF EMPLOYEES:
The company has not employed any individual whose remuneration exceeds the limits prescribed under the provisions of section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
STATUTORY AUDITORS:
The Board has appointed M/s. Grandhy & Co., Chartered Accountants, Hyderabad as statutory auditors from the F.Y. 2021-22. Further, the board recommended the appointment of M/s. Grandhy & Co., Chartered Accountants, Hyderabad as statutory auditors of the company for a period of 5 years.
INTERNAL AUDITORS:
Pursuant to section 138 of the Companies Act, 2013, the company is required to appoint Internal Auditors of the company, However the company has not appointed the Internal Auditors of the company for the financial year 2021-22.
SECRETARIAL AUDITOR:
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 is required to appoint Secretarial Auditor to undertake the Secretarial Audit of the company, However the company has not appointed the Secretarial Auditor for the financial year 2022-23.
DETAILS OF FRAUDS REPORTED BY AUDITORS U/S 143:
The auditors have not reported any frauds pursuant to section 143 (12) of the Companies Act, 2013. Hence, the information to be provided pursuant to section 134 (3) (ca) of the Companies Act, 2013, may be treated as NIL.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies of the company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
CORPORATE GOVERNANCE:
As a listed company, necessary measures have been taken to comply with the Listing Obligatory Disclosure Requirements (LODR Regulations) with the BSE Ltd, Mumbai. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as Annexure- IV.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Pursuant to section 134 (3) (d) of the Companies Act, 2013, a statement shall be made on declaration given by Independent Directors under section 149 (6) of the Companies Act, 2013 in the Board report.
The Board has received declarations from the Independent Directors, as required under section 149 (7) of the Companies Act, 2013 stating the fulfillment of criteria mentioned in the Section 149(6) of the Companies Act, 2013 and the rules made thereunder and recorded the same in the board meeting held on 13.08.2022.
NOMINATION AND REMUNERATION POLICY CRITERIA FOR SELECTION AND REMUNERATION OF DIRECTORS, KMP AND EMPLOYEES:
The Nomination and Remuneration Committee of the Board, comprises of three Independent Non-Executive Directors namely Mr. A. Sreenivasulu Reddy, Mr. Venkata Lakshmi Reddy Sajjala and Ms. Tulasi Sajjala.
The key features of the Nomination and Remuneration Policy as framed by the Nomination and Remuneration Committee of the company are set out below:
Selection criteria for Directors:
The company shall consider the following aspects while appointing a person as a Director on the Board of the company:
Skills and Experience: The candidate shall have appropriate skills and experience in one or more fields of finance, law, management, sales, marketing, administration, public administrative services, research, corporate governance, technical operations or any other discipline related to the companys business.
Age Limit: The candidate should have completed the age of twenty-one (21) years and should not have attained the age of seventy (70) years for appointment as Managing Director or Whole Time Director.
Conflict of Interest: The candidate should not hold Directorship in any competitor company, and should not have any conflict of interest with the company.
Directorship: The number of companies in which the candidate holds Directorship should not exceed the number prescribed under the Act.
Independence: The candidate proposed to be appointed as Independent Director, should not have any direct or indirect material pecuniary relationship with the company and must satisfy the requirements imposed under the Act.
The policy provides that while appointing a Director to the Board, due consideration will be given to approvals of the Board and/or shareholders of the company in accordance with the Act.
Remuneration for Directors, KMP and other Employees
The policy provides that the remuneration to Directors, KMP and other employees shall be based on the following key principles:
Pay for performance: Remuneration of Executive Directors, KMP and other employees is a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal. The remuneration of Non-Executive Directors shall be decided by the Board based on the profits of the company and industry benchmarks.
Balanced rewards to create sustainable value: The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors and employees of the company and encourage behavior that is aligned to sustainable value creation.
Competitive compensation: Total target compensation and benefits are comparable to peer companies in the industry and commensurate to the qualifications and experience of the concerned individual.
Business Ethics: Strong governance processes and stringent risk management policies are adhered to, in order to safeguard our stakeholders interest.
The Nomination and Remuneration Policy may be accessed on the Companys website at the link: www.integratedthermo.com
REPLIES TO THE QUALIFICATIONS OF THE AUDITORS UNDER 134 (3) (f):
The replies of Board of Directors to the qualification of Statutory & Secretarial Audit reports are given as Annexure-V to this report.
TRANSFER TO RESERVES
During the financial year under review, no amount has been transferred to the general reserves.
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes from the end of the financial year till the date of this report, affecting the financial position of the company.
DETAILS OF DEPOSITS UNDER CHAPTER V:
The company has not accepted deposits from the members/public falling within the meaning of section 73 and/or section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rule, 2014. Accordingly, furnishing of the details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 does not arise.
MAINTENANCE OF COST RECORDS:
The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company. Accordingly, the Company has not maintained such accounts and records for the financial year under review.
FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Keeping in view the various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, dealing with powers, duties and functions of the Board of the company, your company has adopted criteria for evaluating the performance of its Board, Committees and other said criteria contemplates evaluation of Directors including Independent Directors applicable from the financial year 2022-23. The said criteria contemplates evaluation of Directors based on their performance as directors apart from their specific role as independent, non-executive and executive directors as mentioned below:
a. Executive Directors, being evaluated as Directors as mentioned above, will also be evaluated on the basis of targets / Criteria given to Executive Directors by the Board from time to time as well as per their terms of appointment.
b. Independent Directors, being evaluated as a Director, will also be evaluated on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV to the Companies Act, 2013.
c. The criteria also specifies that the Board would evaluate each committees performance based on the mandate on which the committee has been constituted and the contributions made by each member of the said committee in effective discharge of the responsibilities of the said committee. The Board of Directors of your company has made annual evaluation of its performance, its committees and directors for the financial year 2021-22 based on afore stated criteria.
DISCLOSURES:
Enquiry Committee:
The Enquiry Committee comprises three members namely Mr. A. Sreenivasulu Reddy (Chairman & Independent Director), Mr. Venkata Lakshmi Reddy Sajjala (Independent Director) and Mrs. Aravinda Rani Sannapureddy (Non-Independent Director).
Audit Committee:
The Audit Committee comprises of three members namely, Mr. A. Sreenivasulu Reddy (Non- Executive Independent Director), Mr. Venkata Lakshmi Reddy Sajjala (Non-Executive Independent Director) and Ms. Tulasi Sajjala (Non-Executive Independent Director). All the recommendations made by the Audit Committee were accepted by the board.
Vigil Mechanism:
The Vigil Mechanism of the company, which also incorporates a whistle blower policy in terms of SEBI (LODR) Regulations, 2015, includes vigilance and Ethics officer, senior executive of the company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the officer or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: http://www.integratedthermo.com
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:
i) The percentage increase in remuneration of each Director and Chief Financial Officer during the financial year 2022-23 and 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 & Director / KMP and Designation |
Remuneration of Director/KMP for Financial Year 2022-23 | % Increase in Remuneration in the Financial Year 2022-23 | Ratio of Remuneration of each Director/to Median remuneration of employees |
1. |
Mr. A. Sreenivasulu Reddy Non-Executive Independent Director |
Nil | Not Applicable | Not Applicable |
2. |
Mr. Venkata Lakshmi Reddy Sajjala Non- Executive Independent Director |
Nil | Not Applicable | Not Applicable |
3. |
Mrs. Tulasi Sajjala Non- Executive Independent Director |
Nil | Not Applicable | Not Applicable |
4. |
Mrs. Aruna Sajjala Non- Executive Independent Director |
Nil | Not Applicable | Not Applicable |
5. |
Mrs. Aravinda Rani Sannapureddy Non- Executive Director |
Nil | Not Applicable | Not Applicable |
6. |
Mr. Vydana Venkata Rao Chief Financial Officer |
Nil | Not Applicable | Not Applicable |
As the company is not paying any remuneration to the directors/KMPs, the median remuneration of employees of the company is not relevance for comparison.
GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of Employee stock option Scheme.
4. Issue of shares (including sweat equity shares) to employees of the company under any scheme.
5. Neither the Whole Time Director nor the Directors of the company receive any remuneration or commission from any of its subsidiaries.
6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future.
Your Directors further state that during the financial year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of section 134(3) (c) of the Companies Act, 2013 the Board of Directors of your company hereby certifies and confirms that:
a. In the preparation of the Annual Accounts, 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 the loss of the company for that year;
c. The Directors have taken 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 have prepared the Annual accounts on a going concern basis;
e. The Directors, in the case of listed company, has laid down internal financial control to be followed by the company and that such internal financial control or adequate and operating effectively;
f. 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.
ACKNOWLEDGEMENTS:
Your Directors gratefully acknowledge the support and co-operation extended by all the shareholders, customers, bankers, mutual funds, share brokers to your company during the year and look forward to their continued support.
Your Directors also place on record their appreciation of the dedication and commitment displayed by the employees of the company.
//By Order of the Board// |
||
For INTEGRATED THERMOPLASTICS LIMITED |
||
Place: Hyderabad | ARAVINDA RANI SANNAPUREDDY |
SREENIVASULUREDDY ANGITAPALLI |
Date : 04.09.2023 | DIRECTOR | DIRECTOR |
DIN: 01241976 | DIN: 02956004 |
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www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.