To The Members of
PIL ITALICA LIFESTYLE LIMITED
The Directors of your Company have pleasure in presenting the Thirty First (31st)
Annual Report together with the Audited accounts of the Company for the year ended March
31, 2023.
1. FINANCIAL HIGHLIGHTS
Your Companys performance during the year as compared to the previous year is
summarized below:
Rs in Lakhs
| Particulars |
2022-23 |
2021-22 |
| Revenue from Operations |
8,535.32 |
6,775.79 |
| Profit before Taxation |
406.72 |
335.93 |
| Less: Tax Expenses |
(102.36) |
(84.55) |
| Profit after Tax |
304.36 |
251.38 |
| Add: other Comprehensive Income |
- |
- |
| Add: Balance brought forward from Previous year |
240.76 |
(10.62) |
| Balance Profit/(Loss) carry forward to the next year |
545.12 |
240.76 |
2. STATE OF COMPANYS AFFAIRS
The Company is engaged in the manufacturing of plastic moulded furniture, material
handling products and waste management products. During the year, the Company earned
Revenue from Operations of Rs 8,535.32 Lakhs as against Rs 6,775.79 in corresponding
previous year and earned a net profit of Rs 304.36 Lakhs. The Company is continuously
launching new and innovative products and revenue increased by 25.97% during this year.
The Company is using its funds for rapid expansion of the distribution network in new
geographies, new product development, new product portfolio and more effective supply
chain network.
PILL is focusing on increasing its brand awareness through digital marketing channels
such as Instagram, Facebook, Google, SEO and SEM Marketing.
Italica has launched wooden furniture in collaboration with Atmosphere. The Company
launched SAGO and ARECA, wall mounted multipurpose folding table and in Flip Series, Model
No. 6003. In Oxy Chair Series, Luxury Plastic Chair-5106 and 5103 and in Stool & Patla
series- Model No. 9729 and under Storage Section - Model No. 6120 and 6140 was launched by
the Company during Financial Year 2022-23.
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, 2023.
4. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on March 31, 2023 stood at Rs
2,350.00 Lakhs comprising of 23,50,00,000 shares of Rs 1/- each. The Company has not
issued any further shares during the year.
5. LISTING OF SHARES
The Equity Shares of the Company are listed on National Stock Exchange of India Ltd.,
Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai- 400 051 and BSE
Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the listing fee for
the Financial Year 2023-2024, has been paid.
6. CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
7. 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.
8. EXPORTS
There were export of Rs 4.98 Lakhs in the financial year 2022-23.
9. TRANSFER TO RESERVES
No amount is proposed to be transferred to the Reserves for the financial year 2022-23.
10. 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.
11. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
form part of the Notes to the financial statements provided in this Annual Report.
12. 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
policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the Companys website: www.italica.com.
13. ANNUAL RETURN
The annual return of the Company is placed on the website of the Company
www.italica.com and can be accessed from the following weblink: https://italica.com/pages/
extract-of-annual-return
14. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2022-2023, the Board met Seven (07) times held on May 21,
2022, May 25, 2022, July 01, 2022, July 16, 2022, October 29, 2022, January 20, 2023 and
March 29, 2023.
15. COMMITTEE OF BOARD OF DIRECTORS
As on 31 March, 2023, the Board has 4 Committees namely the Audit Committee, the
Nomination and Remuneration Committee and Stakeholders Relationship Committee, Risk
Management 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.
16. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
As on March 31, 2023, the Company does not have any subsidiary, joint venture or
associate.
17. 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.
18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Directors
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 Non Independent
Director (DIN: 03103336), retires by rotation at the 31st Annual General
Meeting, and being eligible, offers himself for re-appointment. Mr. Magan Lal Sharma, Non
Executive Independent Director having (DIN: 00250883) ceased to be director w.e.f. July
01, 2022 as his second consecutive term as Independent Director expired. Mrs. Asha Jain
being an Non Executive Independent Director having (DIN: 00218335) resigned from the Board
w.e.f. March 04, 2023 and Board approved the appointment of Ms. Apeksha Agiwal (DIN:
10083559) as Additional Independent Director w.e.f. March 29, 2023 for a period of five
years subject to approval by shareholder in ensuing Annual General Meeting.
19. 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:
a) In the preparation of the annual accounts, the applicable Indian accounting
standards had been followed along with proper explanation relating to the material
departures;
b) 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;
c) 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;
d) The directors had prepared the annual accounts on a going concern basis;
e) 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;
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.
20. INDEPENDENT DIRECTORS AND THEIR MEETING
All the Independent Directors of the Company have given their declarations to 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.
During the year under review a separate meeting of the Independent Directors of the
Company was held on February 28, 2023 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.
21. STATUTORY AUDITORS
M/s. H.R. Jain & Co., Chartered Accountants, Udaipur (ICAI FRN: 000262C), were
appointed as Statutory Auditors of the Company at the 30th Annual General
Meeting held on June 30, 2022 to hold office till the conclusion of the 35th
Annual General Meeting held in the year 2027-28. M/s. H.R. Jain & Co. has confirmed
that they are not disqualified from continuing as Auditors of the Company. The Statutory
Auditors have issued an unmodified opinion on the financial statements for the financial
year ended March 31, 2023. The observations made in the Auditors Report read together
with relevant notes thereon are self-explanatory and hence do not call for any further
explanations or comments by the Board under Section 134 of the Act.
22. QUALIFICATION IN THE AUDITORS REPORT - BOARDS COMMENTS OR EXPLANATION
The Auditors Report does not contain any qualification, reservation or adverse remark
or disclaimer.
23. 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 2022-23 does not contain any qualification, reservation or adverse remark.
The secretarial audit report is provided as Annexure A forming part of this report.
24. 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
B forming part of annual report.
25. 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. Hence, maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013 is not required.
26. 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.
27. 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 to 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:
• Installation of Energy Efficient Equipment/Device.
• Creating awareness of energy saving within the organization to avoid wastage of
energy.
• R&D Activities and Adopting new Technology.
b. Technology Absorption
(i) Efforts made towards technology absorption:
• Continuously monitoring the production patterns and inclusion of new tested
technology products.
• Constantly striving towards developing of new designs and products.
• Investing in new technology of moulds and machinery.
(ii) Benefits derived as a result of the above efforts:
• Increase 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
Rs In Lakhs
| Particulars |
Amount |
| Earnings |
4.98 |
| Outgo |
10.60 |
28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company does not qualify under the provisions of Section 135 of the Companies Act,
2013.
29. 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 Management Personnel, their appointment and remuneration including the criteria
for determining qualifications, positive attributes and independence of director. The
Remuneration Policy is placed on the website of the Company www.italica.com under Investor
Relation section and is also annexed as Annexure C.
30. 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 D.
31. 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
Independent Directors.
32. 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 time.
Details of familiarization programme to Companys independent directors can be accessed at
the Companys website www.italica.com under policy head.
33. 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.italica.com.
34. 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 remuneration of the
employees of the Company for the FY 2022-23 |
Mr. Daud Ali |
13.34:1 |
|
|
Mr. Narendra Bhanawat |
1.80:1 |
|
| 2. The percentage increase in remuneration of each Director, CFO, CEO, CS or manager
if FY 2022-23 |
Name |
Designation |
Increase in Remuneration in the Financial Year 2022-23 (%) |
|
Mr. Daud Ali |
Managing Director |
No further increase in FY 2022-23 |
|
Mr. Narendra Bhanawat |
Whole time Director and Chief Financial Officer |
Increase by 14.35% |
|
Mr. Rajat Raja Kothari |
Company Secretary and Compliance Officer |
Increase by 8.04 % |
| 3. The percentage increase in the median remuneration of employees in the financial
year 2022-23 |
The percentage increase in the median remuneration of the employees in the financial
year 22-23 is 15.67% |
|
|
| 4. The number of permanent employees on the rolls of the Company as on March 31, 2023 |
203 employees as at March 31, 2023 |
|
|
| 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 there
are any exceptional circumstances for increase in the managerial remuneration |
Average percentile increase in the salaries is around 9.98 % in case of employees and
percentile increase in managerial remuneration in case of Narendra Bhanawat, whole time
director is 14.35% and in case of Daud Ali, Managing Director, no increase in 22-23 |
|
|
| 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 |
|
|
35. 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.
36. 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).
37. INTERNAL FINANCIAL CONTROL
The Company has an internal control system, commensurate with the size, scale and
complexity of its operations. The Internal Audit Department 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, the Company undertakes corrective action in their respective
areas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board. During the year, such controls
were tested and no reportable material weaknesses 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. 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.
41. ACKNOWLEDGEMENT
Your Directors place on record their appreciation for assistance and co-operation
received from various Ministries and Department of Government of India and other State
Governments, financial institutions, banks, shareholders of the Company etc.
The management would also like to express great appreciation for the commitment and
contribution of its employees for their committed services. Your Directors wish to place
on record their sincere appreciation for the dedicated efforts and consistent contribution
made by the employees at all levels, to ensure that the Company continues to grow and
excel.
|
For and on behalf of the Board of Directors |
|
Sd/- Daud Ali |
|
Managing Director DIN:00185336 |
| Place: Udaipur (Raj.) |
Sd/- |
| Date: 03.05.2023 |
Narendra Bhanawat |
|
Whole Time Director & CFO DIN:00146824 |
+91-9892691696
