Pil Italica Lifestyle Ltd Directors Report.

To The Members of PIL ITALICA LIFESTYLE LIMITED

The Directors of your Company have pleasure in presenting the Twenty Seventh (27th) Annual Report together with the Audited accounts of the Company for the year ended March 31, 2019.

1. FINANCIAL HIGHLIGHTS

Your Companys performance during the year as compared to the previous year is summarized below: (Rs. in Lakhs)

Particulars 2018-2019 2017-2018
Revenue from Operations 5410.49 7319.83
Profit before Taxation 372.28 607.70
Less: Tax Expenses (58.00) (472.01)
Profit after Tax 314.28 1079.71
Add: other Comprehensive Income - 4 ( .77)
Add: Balance brought forward from Previous year (775.33) (1850.27)
Balance Profit/(Loss) carry forward to the next year (461.05) (775.33)

2. STATE OF COMPANYS AFFAIRS

The Company is engaged in the manufacturing of plastic moulded furniture such as plastic chairs, tables, trolley, sun loungers, crates, storage bins, waste bins etc. During the year the Company clocked turnover of Rs.5410.49 Lakhs against Rs. 7319.83 Lakhs in corresponding previous year and earned a net profit of Rs. 314.28 Lakhs. The company is carrying out its activities in mainly three segments i.e. Rs. 4314.26 Lakhs (P.Y.- Rs. 4241.11 Lakhs) fr om manufacturing of plastic articles, Rs. 741.54 Lakhs (P.Y.- Rs. 2669.81 Lakhs) from trading and Rs 268.74 Lakhs (P.Y.- Rs. 366.24 Lakhs) from finance and investment activities during the year.

Your Directors & Management along with the entire team is taking all possible action to ensure that we are able to sustain our financial growth and business operational developments inspite of all adverse external conditions & competition.

3. DIVIDEND

Keeping in view the requirement of funds for future expansions, your directors do not recommend any dividend for the year ended on March 31, 2019.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March 2019 stood at Rs. 2350.00 Lakhs comprising of 23,50,00,000 shares of Re. 1/-each. The Company has not issued any further shares during the year. The Listing Fees for the year 2019-20 have been paid.

5. CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

6. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of report.

7. EXPORTS

During the year, the Company had export of Rs.18.30 Lakhs against export of Rs.39.02 Lakhs in comparison to previous year. The Company has exported its products such as chairs, tables, jumbo stools in the established markets of Qatar. The Company plans to further increase its exports to the existing and new markets and also tap potential export markets for which emphasis is being made on new and fine quality products.

8. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the financial year 2018-19.

9. DEPOSITS

The Company has not accepted any deposit falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

10.PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER

SECTION 186

Details of loans, guarantee and investments covered under provision of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH

RELATED PARTIES

The Company has not entered into any contract or arrangement with any person including persons covered under sub section (1) of section 188 of the Companies Act, 2013. The disclosures are mentioned in the Notes to Financial statements. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Companys Website: www.italicafurniture.com.

12.EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT9 as required under section 92(3) of the companies Act 2013 is annexed as annexure A of this report. The annual return of the company has been placed on the website of the company and can be accessed at www.italicafurniture.com.

13.NUMBER OF MEETINGS OF THE BOARD

During the financial year 2018-19, the Board met Four (04) times on 18ht May 2018, 10ht A ugust 2018, 31st October 2018 and 02nd February 2019.

14.COMMITTEE OF BOARD OF DIRECTORS

As on 31 March, 2019, the Board has 3 Committees namely the Audit Committee, the Nomination and Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the Composition of the Board and its Committees and other relevant details is provided in the report on Corporate Governance annexed to this report.

15.DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE

As on March 31, 2019, the Company does not have any subsidiary, joint venture or associate. The Policy for determining material subsidiary is placed on the website of the Company www. italicafurniture.com.

16.RISK MANAGEMENT

The Company believes that managing risks helps in maximizing returns. A risk management Policy have been developed and implemented by the company for identification of elements of risk if any, which in opinion of board may threaten the existence of the company. It aims to identify commodity prices, Price fluctuation of raw material and finished goods, Credit Risks, inflation, Strategic Risks, etc. The effectiveness of risk management framework and system is periodically reviewed by Board of Directors of the company.

However, in the opinion of Board, none of the above-mentioned risks threaten the existence of the company.

17.DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) DIRECTORS :

The tenure of Mrs. Namrata Babel (DIN: 06910061) as an Independent Director of the Company will expire on this annual general meeting .i e. 28.06.2019. The Board recommended the reappointment of Mrs. Namrata Babel (DIN: 06910061) as an Independent Director for second term of 5 (five) consecutive years from the date of this Annual General Meeting i.e. 28.06.2019 to 27.06.2024, subject to the approval of the shareholders.

Pursuant to the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Mukesh Kumar Kothari, Non Executive Director (DIN: 03103336), retires by rotation at the 27th Annual General Meeting, and being eligible, offers himself for re-appointment.

A brief resume, nature of expertise, details of directorships and other information of directors proposed to be appointed/ re-appointed as stipulated in Secretarial Standard 2 and Regulation 36 of Listing Regulations is appended as an annexure to Notice of ensuing AGM.

b) KEY MANAGERIAL PERSONNEL :

Mr. Narendra Bhanawat (DIN: 00146824), Whole time Director of the Company was appointed on 29.05.2016 and his present tenure will expire on 28.05.2019. The Board at their meeting held on 15.05.2019, reappointed him for a period of two years with effect from 29.05.2019 to 28.05.2021. Accordingly, Board recommends appointment of Mr. Narendra Bhanawat for the consideration of the members of the Company at the ensuing Annual General Meeting. During the financial year 2018-19, Mr. Chirag Gupta acted as Company Secretary and Compliance Officer of the Company. Mr. Chirag Gupta resigned on 22nd April, 2019 from his post and The Board appointed Ms. Aditi Parmar as Company Secretary and Compliance Officer of the Company with effect from April 23, 2019.

18.DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors of the Company have given their declarations o t the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations).

In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

19.STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Ajay Paliwal & Co., Chartered Accountants, Udaipur (ICAI FRN: 012345C) have been appointed as Auditors of the Company to hold the office from the conclusion of the 24th Annual General Meeting held on 23rd July 2016 until the conclusion of the 29th Annual General Meeting to be held in the financial year 2021-22, subject to ratification of their appointment by the members of the Company at every AGM. Pursuant to the amendments made under Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 07, 2018 the requirement of seeking ratification of the members for the appointment of statutory auditors has been withdrawn from the statute. In view of the above, ratification of members for continuance of their appointment at this Annual General Meeting is not being sought. The company has received consent from the auditors that their firm is eligible to be reappointed as statutory auditors of the company in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

20.AUDIT REPORT

The Audit Report received by M/s. Ajay Paliwal & Co., Chartered Accountants, for the Financial Year 2018-19 does not contain any qualification or adverse remark.

21.SECRETERIAL AUDITORS AND THEIR REPORT

The secretarial audit report given by M/s P. Talesara & Associates, Practicing Company Secretary under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2018-19 does not contain any qualification, reservation or adverse remark. The secretarial audit report is provided as Annexure B forming part of this report.

22.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is presented as a separate section as Annexure C forming part of annual report.

23.COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, appointment of cost auditor is not applicable to the company.

24.CEO/CFO CERTIFICATE

Chief Executive Officer and Chief Financial Officer compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is annexed in this report.

25.PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant o t Section 134 of the Companies Act, 2013 are as follows :

A. CONSERVATION OF ENERGY

Your company is continuously engaged in the process of energy conservation and is continuously putting its efforts to improve energy management by way of monitoring energy related parameters on regular basis.

To achieve the above objective, the following steps are taken to cut down the consumption of energy :

(i) Replacement of old Lighting with LED lights at offices and plant location.

(ii) Installation of automatic power controllers to save maximum charges and energy.

(iii) Continuously replacing the inefficient equipments with latest energy efficient technology and upgradation of equipments continually.

(iv) Creating awareness of energy saving within the organization to avoid wastage of energy.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption: Continuously monitoring the production patterns.

Constantly striving towards developing of new designs and products.

Investing in new mould and machinery.

(ii) Benefits derived as a result of the above efforts:

In crease in the production along with the improvement in quality.

New and Innovative designed products.

New designed products are also catching attention of the export market.

(iii) The company has not imported any technology during the year under review and also the expenditure incurred on Research and Development activity is insignificant.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The total foreign exchange Earning / Outgo is as follows:

(Rs in Lakhs)
Particulars 2018-2019 2017-2018
Foreign Exchange Earning 18.30 39.02
Foreign Exchange Outgo NIL NIL

26.CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company does not qualify under the provisions of Section 135 of the Companies Act, 2013. The profit before tax was Rs. 372.28 Lakhs which is below the threshold limit. Hence the company is not required to constitute Corporate Social Responsibility committee as it does not fall under the purview of Section 135 of the Companies Act 2013.

27.NOMINATION AND REMUNERATION POLICY

The Company has in place the Nomination and Remuneration Committee. The Company has formulated the Nomination and Remuneration Policy on Directors, Key Managerial Personnel and Senior Managerial Personnel, their appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of director. The Remuneration Policy is annexed as Annexure D of this report and placed on the website of the company www.italicafurniture.com.

28.CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is annexed as

Annexure E.

29.ANNUAL PERFORMANCE EVALUATION

During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate meeting was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting following the meeting of In dependent Directors.

30.INDEPENDENT DIRECTORS TRAINING/ MEETING

During the year under review a separate meeting of the Independent Directors of the Company was held on February 02, 2019, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board.

31.FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time.

The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plant (based on predefined factory rating parameters), Product Category and Corporate Function from time to ti me. Details of familiarization programme to companys independent directors can be accessed at the companys website www.italicafurniture.com under policy head.

32.ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

The code of conduct and Vigil Mechanism applicable to directors and senior management of the company is available on the companys website at www.italicafurniture.com

33.DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL

None of the employees was in receipt of remuneration excess of the limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 are given below:

1. The ratio of remuneration of each director to the median remu- neration of the employees of the company for the FY 2018-19 Mr. Daud Ali 18.96 :1
Mr. Narendra Bhanawat 1.77 :1
2. The percentage increase in remuneration of each Director, CFO, CEO, CS or manager in FY 2018-19 Name Designation Increase in Remuneration in the Financial Year
2018-19
Mr. Daud Ali Managing Director 16.67%
Mr. Narendra Bhanawat Whole time Director and Chief Financial Officer 12.24%
Mr. Chirag Gupta Company Secretary 25.87%
3. The percentage increase in the median remuneration of employees in the financial year 2018-19 The percentage increase is 18.87%
4. The number of permanent employees on the rolls of the comp- any as on March 31, 2019 51 employees as at March 31, 2019
5. Average percentile increases already made in the salaries of employees other than managing personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if t h ere are any exceptional circumstances for increase in the managerial remuneration. Average percentage increase in the salaries of employees other than managerial personnel is 31.58 %, whereas managerial remuneration has increased by 16.27%. The management was drawing minimal salary so as to plough back companys profits.
6. Affirmation that the remuneration is as per the remuneration- policy of the company It is affirmed that the remuneration paid is as per the remuneration policy of the company.

34.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35.DEPOSITORY SYSTEM

The Company has already entered into agreements with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

36.INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Details regarding internal control system and their adequacy forms part of Management Discussion and Analysis report forming part of Directors Report.

37.INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

38.COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

39.FRAUDS AGAINST THE COMPANY

The auditors have not reported frauds under sub-section (12) of section 143 of the Companies Act, 2013.

40. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the directors to the best of their knowledge and belief confirm that:

i) in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to the material departures;

ii) the directors had selected such accounting policies and applied them consistently and made judgment 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;

iii) the directors had 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;

vi ) the directors had prepared the annual accounts on a going concern basis;

v) the directors had laid down Internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) 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.

41.GENERAL

Your directors state that no disclosure on reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of Equity Shares with differential voting rights as to dividend, voting or otherwise.

b) Business Responsibility Statement

c) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

d) No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future.

42.ACKNOWLEDGEMENT

Your Directors express their deep sense of appreciation for the contribution made by the staff, workers and all other employees of the Company for the successful growth in the operations of our business.

The Directors also thank the banks, financial Institutions, customers, suppliers, shareholders, central and state government authorities etc. for th eir continuous co-operation and support that contributed in the growth and prosperity of your Company. Your Directors look forward to the continued support of these partners in progress.

For and on behalf of the Board of Directors

Sd/- Sd/-
DAUD ALI NARENDRA BHANAWAT
Managing Director Whole Time Director & Chief Financial Officer
Place : Udaipur
Date : 15.05.2019 DIN: 00185336 DIN: 00146824