Iykot Hitech Toolroom Ltd Directors Report.

Dear Shareholders,

Your Director have pleasure in presenting 30h Annual Report of lykot Hitech Toolroom Limited along with audited financial statements for the year ended March, 2021.

1.FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2021.

Rupees in Lakhs

Particulars 2020 - 2021 2019 - 2020
Total Income 630.86 720.95
Total expenses 610.78 726.05
Profit/(Loss) before interest and depreciation 20.08 15.10
Less: Interest 0 3.76
Profit before depreciation 20.08 11.34
Depreciation 15.47 16.50
Profit/(Loss) before tax 4.61 -5.16
Tax Expenses:
Current Tax 1.22 0.65
Deferred Tax 0 1.16
MAT Credit entitlement 0 0
Transfer to Reserve 0 0
Profit / (Loss) carried to Balance sheet 3.39 -6.96

STATE OF AFFAIRS OF THE COMPANY:

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

BUSINESS PERFORMANCE:

During the year under review, on slot under the Covid Pandemic Year the Company has earned net profit Rs.3.39 lakhs as against net loss of Rs.6.96 lakhs in the previous year.Your Directors are hopeful to maintain the growth in the coming years.

SHARE CAPITAL:

The Paid up Equity Share Capital as on March 31,2021 was Rs. 3,04,20,000/- No additions and alterations to the capital were made during the financial year 2020-2021.

DIVIDEND:

With a view to conserve the resources, Your Board of Directors does not recommend any dividend to the Shareholders for the financial year 2020-21

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There have been no loan, guarantees and investment given or made by the Company under Section 186 of the Act, 2013 during the financial year 2020-2021.

TRANSFER OF PROFIT TO RESERVES:

During the year under review, the Company has not proposed to transfer any of its profit to reserves.

LISTING OF SHARES:

The Shares of the Company are listed in the Bombay Stock Exchange.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES:

The Company does not have any subsidiaries, Associates and Joint Venture Companies.

DIRECTORS RESPONSIBILITIES 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 has been followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently and made judgements 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 adequacy 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD COMPOSITION

The Board well constituted with composition of one executive and two non-executive and three independent Directors.

Category Name of Director
Executive Directors Mr.S.Iyempandi
Non - Executive Director Mr.N.K.S.Kolappan and Mrs.Sornalatha Usha
Independent Directors Dr.S.Rajapandian, Mr.A.Paramasivam and Mr.M.S.Krishnan

NUMBER OF MEETINGS OF THE BOARD:

4 (Four) Meetings of the Board of Directors of the Company were held during the year 2020-21 which were 29th June, 2020, 18th August, 2020, 12th November, 2020, and 12th February, 2021. The Maximum time gap between any two consecutive meetings did not exceed 120 days.

COMPOSITION OF BOARD COMMITTEES:

a) AUDIT COMMITTEE:

1. Mr.S. Rajapandian Independent Director (Chairperson)
2. Mr.N.KS. Kolappan Non-Executive Director (Member)
3. Mr.A. Paramasivan Independent Director (Member)
4. Mr.M.S. Krishnan Independent Director (Member)

b) NOMINATION AND REMUNERATION COMMITTEE:

1) Mr. A. Paramasivan Independent Director (Chairperson)
2) Mr. S. Rajapandian Independent Director (Member)
3) Mr.M.S. Krishnan Independent Director (Member)fcczv

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

1. Mr.N.KS. Kolappan Non-Executive Director (Member)
2. Mr.S. Iyempandi Non-Executive Director (Member)

MEETING OF AUDIT COMMITTEE:

For the year ended 31st March, 2021 Four Meetings of Audit Committee were held on 29th June, 2020, 18th August, 2020, 12th November, 2020 and 12th February, 2021. The Chairperson of the Audit Committee has the accounting or related financial management expertise.

MEETING OF NOMINATION AND REMUNERATION COMMITTEE:

For the year ended 31st March, 2021 One Meeting of Nomination and Remuneration Committee were held on 18th August, 2020.

MEETING OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

For the year ended 31st March, 2021 One Meeting of Stakeholders Relationship Committee were held on 18th August, 2020.

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 Relationship 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 12th February 2021 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 12th February, 2021 inter alia to:

(i) Review the performance of Independent Directors of the Company, taking into account the views of 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.

INDEPENDENT DIRECTORS DECLARATION:

All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149 of the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) regulations, 2015 in respect of financial year ended 31st March, 2021, which has been relied on by the Company and placed at the Board Meeting.

BOARD DIVERSITY:

Since the Company falls under the exempted category as provided under Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 disclosure on Board Diversity is not applicable.

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, 2015, 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 to direct access to the Chairman of the Audit Committee.

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

INTERNAL CONTROL AND ITS ADEQUACY:

The Company has formulated a framework on Internal Financial Controls in accordance with Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business process, 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 reviewed the observations forming part of internal auditors report, key issues and areas of improvement, significant process and accounting process.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143 of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

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 Insider Trading) Regulations, 2015. This code helps the Company to maintain standard of Business Ethics and ensure compliance with the legal requirements of 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.

STATUTORY AUDITORS:

M/s. Vivekanandan& Associates, Chartered Accountants (Firm Registration No.052685) have been appointed as the Statutory Auditors of the Company for the term of five years, in the 27thAnnual General Meeting held on 27th September, 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 Auditor have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2020-21.

COST AUDITOR:

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.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Lakshmmi Subramanian & Associates, Practising Company Secretaries (CP No.1087, FCS: 3534) was appointed to conduct secretarial audit for the financial year 2020-2021.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this report as Annexure - II.

QUALIFICATION OF SECRETARIAL AUDIT REPORT:

There are no material qualifications in the Secretarial Audit Report except for few observations in the Report and the same has been taken on record for due action.

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 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.

RELATED PARTY TRANSACTIONS:

During the financial year 2020-21, the Company had entered into any transactions with related parties under Section 188 of the Companies Act, 2013. The particulars of such transaction entered with related parties given in AOC-2 as Annexure IV

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company is not having profits more than Rs.5 Crores in year 2019-20 or net worth more than Rs.500 Crores or turnover of more than Rs. 1000 Crores in the previous financial year and therefore Constituting of a CSR Committee and its Compliance in accordance with the provisions of Section 135 of the Companies Act, does not arise.

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 - I to this report and the same can accessed in the Companies website.

DISCLOSURES OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The promoters of the Company hold 26,99,400 shares in demat form out of 32,85,240 total equity shares. The details of Shareholding of the promoters are given in MGT-9 (Annexure-I to this report).

PARTICULARS OF EMPLOYEES:

The information is required under Section 197 (12) of Companies Act, 2013 read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, forms part of this report as Annexure-V

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

SECRETARIAL STANDARDS:

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.

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.

i) Code of Conduct for Directors and Senior Management

ii) Whistle Blower Policy/ Vigil Mechanism

iii) Policy of Directors Appointment and Remuneration

iv) Policy for determining materiality of events

v) Policy on documents preservation of Documents

vi) Terms of appointment of Independent Directors

vii) SEBI-Insider Trading Policy

viii) Policy on related party transactions

ix) Policy on Sexual Harassment of woman at work place (Prevention, prohibition and redressal) Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section178 the Companies Act, 2013 are covered under the Boards policy formulated by the Company and is available on the Company website: www.iykot.com.

PREVENTION OF SEXUAL HARASSMENT 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 zero tolerance for sexual harassment at workplace and has in a policy on preservation, prohibition and redressal of sexual harassment at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2020-21, the Company has not received any complaints on sexual harassment.

Your directors state that during the year under review, the Committee held on 12th February 2021 and observed that there was no case filed pursuant to the Sexual Harassment of the women 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.

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- VI.

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

During the year, there were no such instances of significant and material orders passed by the regulators, courts or tribunals.

GENERAL DISCLOSURES

a. 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.

b. There has been no change in the nature of business of the Company

c. There is no proceedings pending under Insolvency and Bankruptcy Code,2016

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report is attached as Annexure - III.

ACKOWLEDGEMENT:

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 Bakers for their valuable services.

For and on behalf of the Board

(Sd/-)
Place: Chennai S.IYEMPANDI Managing Director DIN No.00891670
Date : 12.08.2021