DIRECTOR’S REPORT Your Directors have pleasure in presenting the 27th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2015. 02. DIVIDEND : Your Directors are pleased to recommend Dividend at the rate of Rs. 0.50 Per share (previous year Rs. 0.50 per share) for the year ended 31st March, 2015 subject to approval of the members in the ensuing Annual General Meeting. 03. OPERATIONS : During the year under review, the sales & other Income of Company increased from Rs. 4596.50 lacs to Rs. 6057.40 Lacs showing a growth of 32% & profit after Tax of the Company for the year under review has also increased from Rs. 113.79 lacs to Rs. 229.37 lacs also showing a growth of 101.57%. 04. FUTURE OUTLOOK : The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and; (f) revival in credit demand from the private sector. 05. DIRECTORS : - Shri Manohar Singh Jain, retire by rotation and being eligible, offers himself for re-appointment. - The Board of Directors' at their meeting held on Aug 14, 2015 had approved the re-appointment of Shri Rajendra Singh Jain (DIN-00256515) as a Managing Director for a period of three years w.e.f. Feb. 01, 2016 subject to shareholder approval. - The Board of Directors' at their meeting held on Aug 14, 2015 had approved the re-appointment of Shri Mahendra Singh Jain (DIN-00256047) as a Joint Managing Director for a period of three years w.e.f. Feb. 01, 2016 subject to shareholder approval. 06. DIRECTORS' RESPONSIBILITY STATEMENT : To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (C) of the Companies Act, 2013: a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 07. PUBLIC DEPOSIT: During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 73 of the Companies Act, 2013 and rules made there under. 08. AUDITORS : 08.1 - STATUTORY AUDITORS The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore have been appointed as statutory auditors of the company at the last Annual General Meeting held on 27.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. 08.2 - SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Isha Garg, Practicing Company Secretary (CP No.:12184 ACS:32998),to undertake the secretarial audit of the company. The Secretarial Audit Report is given in the Annexure forming part of this report. 08.3 - INTERNAL AUDITORS Mrs. Pratibha Kothari, Chartered Accountant performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. 9. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND : Pursuant to the provisions of section 125(1) of the Companies Act 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the company to the investor education and protection fund. 10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE : The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is given in the Annexure forming part of this report. 11. INDUSTRIAL RELATIONS : Industrial relations of the Company remained cordial during the year. 12. SUBSIDIARY COMPANY: M/s. M.M. Metals Pvt. Ltd. is subsidiary of your Company. The business operations of the said company have not been commenced. The Statement pursuant to the Companies Act, 2013, in respect of the Subsidiary Company is separately annexed and forms part of the Annual Report. M/s. Dimart Engineering Pvt. Ltd. is no more subsidiary of your Company. 13. RELATED PARTY TRANSACTIONS : All related party transactions that are entered into during the last financial year were on arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made with Promoters, Directors or Key Managerial Personnel which may have a potential conflict of interest of the Company at large. 14. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY : Provisions of section 135 of the Companies Act, 2013 does not apply to the Company, therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act. 15. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES: In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Details of policy covering these requirements has disclosed in corporate governance report. During the year none of the employee of the company is drawing more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) & rule 5 (3) of Companies (appointment and remuneration) Rules 2014 are not applicable. 16. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled “ Report on Corporate governance and Management discussion and Analysis forms part of this Annual Report. Certificate confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement also forms parts of this Annual Report. 17. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the website of the Company www.itl.co.in. 18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY. There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company. 19. CODE OF CONDUCT The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate governance Report. 20. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY: The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The code of conduct disclosed on the website of the Company www.itl.co.in. 21. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review. 22. PREVENTION OF INSIDER TRADING In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires Trading Plan, pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. 23. EXTRACT OF ANNUAL RETURN : The details forming part of the extract of the Annual Return in Form MGT-9 is given in the Annexure forming part of this report. 24. CONSOLIDATED FINANCIAL STATEMENTS : The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, viz M/s. M.M. Metals Pvt. Ltd. and as prepared in compliance with the accounting standards and listing agreement. 25. ACKNOWLEDGMENT: We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company. Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions. We would also like to express thanks to our Shareholders for their confidence and understanding. For and On behalf of the Board Rajendra Singh Jain (Managing Director) DIN:00256515 Place : Indore Date : 14.08.2015 |