Iykot Hitech Toolroom Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 28th Annual Report of Iykot Hitech Toolroom Limited along with the audited financial statements for the year ended March 31, 2019.

1.FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2019.

Particulars 2018 - 19 2017 - 18
Revenue from operations 88166793 79223027
Other Income 497036 1939047
Total Income 88663829 81162074
Total expenses 80531215 74000657
Profit/(Loss) before Interest and Depreciation 8132614 7161417
Less: Interest 100483 160788
Profit before Depreciation 8032131 7000629
Less: Depreciation 1806687 1468155
Profit/ (Loss) before Tax 6225444 5532474
Exceptional Item 0 0
Tax Expenses 1792051 713632
Profit / (Loss) carried over to Balance Sheet 4433393 4818842

BUSINESS PERFORMANCE:

During the year under review, the Company has earned net profit of Rs.44,33,393 as against net profit of Rs.48,18,842 in the previous year. Your Directors are hopeful to maintain the growth in the coming years.

STATE OF AFFAIRS OF THE COM\PANY.

During the year under review there is no change in the nature of activity of the Company.

SHARE CAPITAL

The Paid Up Equity Share Capital as on March 31, 2019 was Rs.3,04,20,000/- No additions and alterations to the capital were made during the financial year 2018-2019

DIVIDEND:

The Directors are pleased to recommend payment of dividend of 7.5% per equity share of Rs.5/- each for the financial year 2018-19. The dividend, if approved by the Members at the Annual General Meeting, will absorb a sum of Rs.22.82 Lakhs, which is declared out of profits.

TRANSFER OF PROFIT TO RESERVES

During the year your company has not transferred any amount to the Reserves.

MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are no material change and events during the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

There have been no loan and guarantees given or made by the Company under Section 186 of the Act 2013 during the financial year 2018 19.

SUBSIDIARIES,ASSOCIATESANDJOINT VENTURE COMPANIES

The Company doesnt have any subsidiaries, associates and joint venture companies.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are attached as Annexure- 1

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition

The Board is well constituted with composition of one executive, two non executive and three independent directors.

Category Name of Director
Executive Director S. Iyempandi,
Managing Director
Non Executive Director N.K.S. Kolappan
Sornalatha Usha
Independent Directors A.Paramasivam
S. Rajapandian
M.S. Krishnan

Board Committees

1. Audit Committee
Rajapandian Chairman
N.K.S.Kolappan Member
A. Paramasivam Member
S. Krishnan Member

2. Nomination and Remuneration Committee

Paramasivam Chairman
Dr. S. Rajapandian Member
M.S. Krishnan Member

3. Stakeholders Relationship Committee

N.K.S. Kolappan Member
S. Iyempandi Member

DIRECTORS

Retirement by Rotation

In terms of Section 152 of the Companies Act 2013, Mr. S. Iyempandi, retires by rotation at the forthcoming AGM and is eligible for re-appointment. Mr.S. Iyempandioffered himself for re-appointment and shall continue till his term as a Director.

Brief profile of Mr. S. Iyampandiis given in the Notice of forth coming Annual General Meeting of the Company.

Independent Directors Declaration

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulation 2015 in respect of financial year ended 31st March 2019, which has been relied on by the Company and placed at the Board Meeting.

KEY MANAGERIAL PERSONNEL

The key managerial personnel of the Company are as under:

Mr. S. Iyempandi Managing Director
Mr. P. Udayakumar Company Secretary
Mr. S. Chandrasekar Chief Financial Officer

STATUTORY AUDITORS

M/s. Vivekanandan Associates, Chartered Accountants (Firm Registration No.05268S) were appointed as the Statutory Auditors of the Company for the term of five years, in the 26thAnnual General Meeting held on 27thSeptember, 2017 for five years, and they continue to be the Auditors.

COMMENT ON STATUTORY AUDITORS REPORT

There are no qualifications, reservations, remarks or disclaimers made by M/s. Vivekanandan Associates,

Statutory Auditor, in their audit report.The Statutory Auditor have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2018-19 and has given unmodified report.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the Companies9Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Ms.Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries (C.P. No. 3534; FCS No. 1087) was appointed to conduct secretarial audit for the financial year 2018-19.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as Annexure 2

COMMENT ON SECRETARIAL AUDIT REPORT

The Company has initiated corrective action to the observations given by the Secretarial Auditor in their Report.

RELATED PARTY TRANSACTIONS

During the year 2018 19, the Company had not entered into any transactions with related parties pursuant to the provisions of Section 188 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return in form MGT -9 as provided under Sub Section (3) of the Section 92 of the Companies Act,2013 (the “Act”) is annexed herewith as Annexure 3 to this report.

RISK MANAGEMENT POLICY

The risk management is overseen by the Audit Committee of the Company on a continuous basis. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis. The Risk Management policy is available in the Company website www.iykot.com

PERSONNEL

The information 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, in respect of employees of the Company, forms part of this Report as Annexure 4.

The information of employees as per Rule 5(2) of the said Act for the year is “Nil”

PREVENTION OF SEXUAL HARRASMENT POLICY

The company has in place Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace

(Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The said policy is placed in the website of the company viz www.iykot.com

The Company has constituted Internal Complaint Committee as per the aforesaid Act. The details of the committee members are given below:

1- Ms. Karthiga Karthikeyan Chariperson 2- Ms. Usha Member 3- Ms. VijaylakshmiMember

Your Directors state that during the year under review, the committee met on (Date)and observed that there was no case filed pursuant to the Sexual Harassment of the Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

CORPORATE GOVERNANCE REPORT

Since your Companys paid up Equity capital, and Net worth is less than Rs.10 Crores and Rs.25 Crores respectively, the provisions of revised Clause 49 relating to Corporate Governance, vide SEBI circular number CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 is not applicable to the Company.

NUMBER OF MEETINGS OF THE BOARD

4 (four) Meetings of the Board of Directors of the Company were held during the year 2018-19. The maximum time gap between any two consecutive meetings did not exceed 120 days.

BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out is explained below

A)EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on (Date), inter alia to:

i. Review the performance of non-independent directors and the Board as a whole

ii. Review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors iii. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

B)EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS MEETING

During the year under review, the Directors (other than Independent Directors) met on 09.02.2019, inter alia to:

i. Review the performance of the independent directors of the company, taking into account the views of executive directors and non-executive directors.

ii. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

POLICIES

The company has the following policies which are applicable as per the Companies Act 2013 and SEBI (LODR) Regulations, which are placed onthe website of the company.

i) Code of conduct for Directors and Senior Management

ii) Policy of Directors Appointment and remuneration
iii) Policy on determining materiality of events
iv) Policy on documents preservation and archival
v) Terms of appointment of independent directors
vi) Nomination & Remuneration policy
vii) Policy on related party transactions
viii) Policy on sexual harassment of women at work place
(prevention, prohibition and redressal) Act 2013

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 work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to section 177(9) of the companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulations 34(3) 18(3) and 46 of SEBI (LODR) Regulations, the Board of Directors had approved the policy on Vigil Mechanism; Whistle Blower and the same was hosted on the website of the company. The policy inter alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under the Companies Act, 2013 are covered under the Boards policy formulated by the Company and is available on the Company website www.iykot.com

DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The promoters of the company hold all their shares in demat form. The details of shareholding of the Promoters are given in MGT-9.(Annexure 3 to this report)

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company is having accumulated losses and not having profits more than Rs.5/-Crores in the Year 2018-19or net worth more than Rs.500 Crores or turnover of more than Rs.1000 Crores in the previousfinancial year and therefore Constituting of a CSR Committee and its compliance in accordance with the provisions of Section 135 of the Act, does not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they 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 or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by employees at all levels, towards the continued growth and prosperity of your Company.

Directors also take this opportunity to convey their thanks to all the valued shareholders of the Company and to the Bankers for their valuable services

By Order of the Board of Directors
(Sd/-) (Sd/-)
N.K.S.KOLAPPAN S.IYEMPANDI
Place: Chennai
Director Managing Director
Date : 13.08.2019
DIN No.02402186 DIN No.00891670