iykot hitech toolroom ltd share price Directors report

Dear Shareholders,

Your directors have pleasure in presenting the 32rdAnnual Report on the business and operations of your company along with the Audited Financial statements for the year ended 31st March 2023.

1. FINANCIAL RESULTS:

The summarized Financial Results for the year ended 31st March 2023

(Rs. In Lakhs)

PARTICULARS	2022-23	2021-22
Revenue from operations	225.04	834.67
Other Income	9.66	6.50
Total Income	234.71	841.17
Total expenses	347.90	814.30
Profit/ (Loss) before interest and	(97.20)	42.02
Depreciation
Less: Interest	0	0
Profit before depreciation	(97.20)	42.02
Less: Depreciation	15.98	15.15
Profit/ (Loss) before tax	(113.18)	26.87
Exceptional Item	0	0
Tax Expenses:
Current Tax	0	6.78
Deferred Tax	0	0
MAT Credit entitlement	0	0
Transfer to Reserve	0	0
Profit / (Loss) carried to Balance sheet	(113.18)	20.09

2. STATE OF AFFAIRS OF THE COMPANYS AFFAIRS/ CHANGE IN NATURE OF BUSINESS: During the year under review, the Company earned a Net loss of Rs. (113.18) lakhs against a Net profit of Rs. 20.09lakhs in the previous year. There is no change in the nature of the business.

3. SHARE CAPITAL:

The paid-up share capital as on 31st March 2023 is 3,04,20,000.

There is no change in the paid-up capital of the Company. However, the Company is proposing to go for a Right issue and have filed application to BSE on 06-04-2023

DIVIDEND:

The Board of Directors have not recommended any dividend for the financial year 2022-23 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: There has been no loan and guarantees given or made by the Company under Section 186 of the Act, 2013 during the financial year 2022-23 TRANSFER TO GENERAL RESERVE: Your directors do not propose to transfer any amount to the general reserve of the company during the financial year 2022-23 DEPOSITS: During the financial year 2022-23, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: During the year 2022-23, the Company had not entered into any material transaction with related parties pursuant to the provisions of section 188 of the Companies Act, 2013 MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion & Analysis Report on the business of the Company for the year ended 31st March 2023 is furnished here. We have included comments on all the specified matters to the extent relevant or within limits that in our opinion are imposed by the Companys competitive position. (a) Industry structure and developments The challenges in the fore front on account of COVID-19, has forced the key stakeholders across the value chain to reset or relook at the prioritys way forward for a sustainable business model. (b) Opportunities and Threats. It is important to acknowledge the impact of COVID 19 on the business across the globe. Also, the industry expects a future consolidation and shake out of small-time players, this may offer new market opportunities and revenue verticals. The Company with its strong business fundamentals and enterprise level business resilience is well positioned to take on the new business opportunities with ease. COVID 19 has compounded the challenges for the already volatile Indian industry. The industry anticipates a marginal contraction in the capacity addition. (c) Segment-wise or product-wise performance. Segment wise reporting as per Accounting Standards AS 17 is not applicable to your Company, since your Company is engaged in the activity of single segment only.

(d) Outlook

The Company shall continue to review the business plans and take necessary actions in the best interest of the Company and safeguard the interest of the stakeholders. The entire world has been impacted by the COVID-19 pandemic and your Company has not been spared the adverse effects of the Virus. The Company shall continue to look for business opportunities in the coming month to make sure that the Company becomes profitable in a sustainable manner in the long run. (e) Risks and concerns. There are no further areas of risks /concerns outside the ordinary course of business foreseeable at this point of time. (f) Internal control systems and their adequacy. Internal control systems are found to be adequate and are continuously reviewed for further improvement.

10. BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.iykot.com (i) Code of conduct for Directors and Senior Management (ii) Policy of Directors” Appointment and Remuneration (iif) Nomination & Remuneration Policy (iv) Policy on Related Party Transactions (v) Policy on sexual harassment of women at work place (Prevention, Prohibition and redressal) Act, 2013 (vi) Vigil Mechanism Policy

Since your Companys paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs.

25 Crores respectively, the provisions of Sebi (LODR) 2015 relating to corporate governance is not applicable.

11. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www .iykot.com. In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

• The Committee had formulated the criteria for determining qualifications, positive attributes, and independence of a director. and is available in the company website www.iykot.com.

• The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

• Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

• The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

• The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

• Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

• Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

• The Non-Executive/ Independent Director is paid remuneration by way of sitting fees for attending meetings of the Board or Committee thereof.

• Commission to Non-Executive/ Independent Directors If proposed may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

12. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

FRONT:

Training in all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

13. INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (“ICC”) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.iykot.com. During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members: e Ms Likhitta Dugar e Mrs. Annjana Dugar

The Committee met once in the financial year 2022-23. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your directors state that during the financial year 2022-23, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.

14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any subsidiaries, associates and joint venture companies.

15. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY

COMPANY:

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report under section 134(3)(1) of the companies act, 2013.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

18. REPORTING OF FRAUDS BY AUDITORS:

The statutory auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during this year.

19. AUDITORS:

STATUTORY AUDITORS:

M/S. Vivekanandan & Associates, Chartered Accountant, (Firm Registration Number:005268 S) were appointed as statutory auditor of the company for the term of five years in the 31st Annual General Meeting held on 29% September 2022 and they continue to be the Auditors till this 36% Annual General Meeting, COMMENT ON STATUTORY AUDITORS REPORT: There are no qualifications, reservations, remarks or disclaimers made by M/S. Vivekanandan& Associates, Statutory Auditors, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Lakshmi Subramanian of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries (Membership NoF 3534, CP No 1087) was appointed to conduct the Secretarial Audit for the financial year 2022-2023. The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as Annexure IL

QUALIFICATION IN SECRETARIAL AUDIT REPORT

There are no material qualifications in the Secretarial Report for the financial year 2022-23 except few which was taken on record for due action. Boards reply: The company is in the process of dematerialising the shares of promoters.

INTERNAL AUDITORS:

Mr V S Saptharishi B. Com F C Awas appointed as an Internal Auditor of the Company w.e.f., 01st April 2023. The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements.

COST AUDITORS:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not fall under the purview of Cost Audit.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of 4 directors and 3 KMP including a Whole Time Director, Company Secretary and Chief Financial Officer

Change in Directors:

Thiru. S. Iyempandi	Managing Director
Thiru. N.K.S. Kolappan	Director
Tmt. Sornalatha Usha	Director
Dr. S. Rajapandian	Independent Director
Thiru. A. Paramasivam	Independent Director
Thiru. M.S. Krishnan	Independent Director

All the above directors resigned w.e.f 19th October 2022

Ms Likhitta Dugar	Whole Time Director
Mr. Suresh Rajasekar	Independent Director
Mrs. Annjana Dugar	Non-Executive Director
Ms. Syed Munnawar Hussain	Independent Director
Mr. Velli Paramasivam	Independent Director

All the above directors were appointed w.e.f 19t October 2022

Directors Retirement:

• To appoint a director in place of Mrs. Annjana Dugar (having DIN 02189257) who retires from office by rotation and being eligible offers herself for reappointment.

• Toappointa director in place of Ms. Likhitta Dugar (having DIN 09768742) who retires from office by rotation and being eligible offers herself for reappointment.

21. BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance. The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

22. AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31st March 2023 is as follows:

• Mr. Velli Paramasivam	Chairperson
• Ms. Likhitta Dugar	Member
• Mr. Suresh Rajasekar	Member

23. NUMBER OF MEETINGS OF THE BOARD AND BOARDS” COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 2022-23	Date of the Meeting
Board Meeting	6	26.05.2022,12.08.202
		2, 19.10.2022,
		10.11.2022,
		12.12.2022 & 10.02.2023
Audit Committee	4	26.05.2022,
		12.08.2022,
		10.11.2022 & 10.02.2023
Nomination &	1	19.10.2022
Remuneration
Committee

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

24. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 10th February 2023, without the attendance of Non-Independent Directors and members of Management.

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www iykot.com.

26. INDEPENDENT DIRECTORS DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31st March, 2023, which has been relied on by the Company and placed at the Board Meeting.

27. SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., S5-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with however improvements in certain areas are being made.

28. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2022-23, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys website www .iykot.com

29. INTERNAL FINANCE CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors” report, key issues and areas of improvement, significant processes and accounting policies.

30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company. The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of 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 workplace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500crore or more, or a turnover of Rs.1,000crore or more or a net profit of Rs5crore or more during any financial year are required to constitute a CSR committee and our Company does not meet the criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

32. EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed - www .iykot.com.

33. PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

34. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

35. DIRECTORS” RESPONSIBILITIES STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, 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 the year ended on that date.

They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis. e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

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

During the year under review, there were no frauds reported by the Auditors on the employees or officers of the Company under section 143(10) of the Companies Act, 2013.

36. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY: a. In view of the pandemic and employees working from home the registered office has been shifted to a very small place wherein there is absolutely no power consumption when compared to the earlier years b. Improvements in operating efficiency and reduction in the employee strength.

B. TECHNOLOGY ABSORPTION:

(1) The efforts made towards technology absorption: NIL (ii) Benefits derived Production improvement: NIL

Cost Reduction: NIL

Production development or Import substitution; NIL

(iii) Import Technology; NIL

(iv) Expenditure incurred on Research and Development; NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in lakhs)

C. FOREIGN	2022-23	2021-22
EXCHANGE EARNINGS
AND OUTGO
Earning in Foreign	NIL	NIL
Exchange
Expenditure in Foreign	NIL	NIL
Exchange
CIF value of imports	NIL	NIL
Raw Materials Calcium
Carbide

37. CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of complying with the provisions of Corporate Governance. During the year, with the approval of the Board of Directors, your Company has informed the non-applicability provision to the Bombay Stock Exchange. Since the provision of Corporate Governance is not applicable for the entire Financial Year 2022-23, a separate report of Corporate Governance is not disclosed in the Annual Report 2022-23.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

39. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON

THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC:NIL

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT

THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

41. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN

REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP: The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

S. No	Name	Designati on	Remunera tion paid. FY 2022-23	Remunera tion paid. FY 2021-22	Increase Decrease in remuneratio n from previous year	Ratio / times per median of employee remuneration
1	Mr Iyempandi	Managing director	17,98,095	30,03,802	(12,05,707)	(1.66:1)
2.	Ms Likitha Dugar	Executive Director	5,25,000	0	5,25,000	3.81:1

42. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2022-23 to the Bombay Stock Exchange.

43. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from Friday, 01st of September 2023 to Thursday, 07th of September 2023(both days inclusive).

44. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement, assistance, cooperation, and support given by the Central Government, the Government of

Tamil Nadu during the year. They also wish to convey their gratitude to all the customers, Auditors, suppliers, dealers, and all those associated with the company for their continued patronage during the year. Your directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

45. CAUTIONARY STATEMENT:

The statements contained in the Boards Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation