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Directors Report of Indian Toners & Developers Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the 35th Annual Report alongwith the Accounts for the year ended
31.03.2025.
Working Results
|
Rs. in Lacs |
||
|
For the year ended |
For the year ended |
|
|
31.03.2025 |
31.03.2024 |
|
|
Revenue from Operations |
15299 |
15675 |
|
Operating Gross Profit |
3914 |
3970 |
|
Add/(Less): Financial Charges |
(21) |
(24) |
|
Depreciation & Other Amortizations |
(542) |
(541) |
|
Profit before tax |
3351 |
3405 |
|
Add/ Provision for tax- |
||
|
(Less) Current Year & MAT Cr. Ent. |
889 |
710 |
|
Previous Year Tax Adjustment |
(3) |
(97) |
|
Deferred Tax Assets (Liabilities) |
220 |
178 |
|
Surplus Available for appropriation |
2244 |
2614 |
OPERATIONS
During the Financial Year ended March 31,2025, your Company recorded a turnover of Rs.15299 lacs as compared
to Rs.15675 lacs during the previous Financial Year ended March 31,2024. Out of this 17% of revenue was from
Exports and rest from Domestic Sales. The revenue from operations was lower by Rs.376 lacs and the operating
gross profits was lower by Rs.56.00 lacs for the year ended March 31, 2025 as compared to the previous year
ended March 31,2024.
The profit after tax of your Company for the Financial Year ended March 31,2025 stood at Rs.2244 lacs as against
the profit after tax of Rs.2614 lacs for the Financial Year ended March 31,2024 which was lower by Rs.370 lacs
than the last year primarily due to lower turnover and higher outflow of tax on redemption of Debt Schemes of
Mutual Funds.
ANNUAL PERFORMANCE REPORT - SALES AND FINANCIAL OVERVIEW
During the financial year under review, the companyâs total income from operations declined by approximately
2.4% compared to the previous year. This dip in revenue is reflected in the financial performance, with Profit
Before Tax (PBT) lower by around 1.59%, and Profit After Tax (PAT) showing a more significant decline of 14.15%.
The sharper drop in PAT is primarily due to a higher capital gains tax liability incurred on the redemption of
investments during the year.
On the sales front:
⢠Domestic Sales grew modestly, registering a 2% increase in quantity and a 2.4% increase in value over
the previous year.
⢠Export Sales, however, recorded a substantial decline, of 17% in value year-on-year.
As is evident, while domestic sales showed low single-digit growth, the sharp contraction in export sales had a
significant adverse impact on overall performance.
The decline in export sales was primarily due to:
1. Adverse geopolitical conditions in certain key export markets, which disrupted trade and reduced order
flows.
2. Sluggish demand in the export market
Going forward, we aim to stabilize export performance while continuing to consolidate our position in the domestic
market through targeted initiatives.
ANTI-DUMPING DUTY
You are aware that the Government of India, New Delhi had issued a notification on 10.08.2020 imposing provisional
anti-dumping duty on black toner in powder form for a period of 6 months which was further extended till August,
2025. By this action of Government of India, the import of black toner became restrictive which helped your company
to meet the tough competition from the Chinese toner in a much better way. However, our company submitted
review application under sunset review scheme with Ministry of Commerce and accordingly vide notification No.
F.No.7/12/2024-DGTR dated 6.05.2025 they extended the imposition of anti-dumping duty for a further period of 5
years subject to notification by Ministry of Finance against China, Taiwan and Malaysia. It will be in the interest of
your company and will boost the sale of the toner products of your company upto some extent.
STRATEGIES AND OUTLOOK:
Despite the current market landscape, we remain committed to enhancing our market position and driving growth.
Key initiatives include:
1. Domestic Market Expansion: We are intensifying efforts to bolster our presence in the domestic market,
leveraging targeted strategies to capture market share.
2. Export Optimization: We are reviewing and refining our export strategies to overcome challenges and capitalize
on international opportunities and enter newer markets.
3. Customer Engagement: Enhancing customer engagement and satisfaction is a priority, aimed at fostering
long-term partnerships and driving business growth.
4. Product Differentiation: We are exploring avenues for product differentiation and innovation to stay competitive
in the face of import challenges.
5. Market Diversification: Initiatives are underway to diversify our market presence, including exploring
opportunities in the toner market segment.
6. To approach Indian Government for extension of Anti dumping duty period for black powder toner for a period
of another 5 years.
7. Further cutting costs and improve efficiencies to make the toner price more competitive.
UTILISATION OF SURPLUS FUNDS
Your company is regularly utilizing itsâ surplus funds for the benefit of the company and itsâ shareholders. In the
recent years, your company has utilised itsâs surplus funds as under:
1) In the year 2021-22, the production capacity of your company was 3600 MT. Since 2022, your company has
been installing a new line of production every year and the production capacity of your company was increased
to 5400 MT in the year 2024-25.
2) In the year 2024-25, your company added land of 16760 sq. mtrs. At a cost of Rs.5.03 crores allocated to Unit
1 in Rampur.
On this newly purchased land, your company installed a solar plant of 1000 KWP at a cost of Rs.3.23 cores
which was successfully completed and commissioned before 31st March, 2025 and now giving full production
resulting in substantial saving of electricity expenses.
3) Your company came out with two buy back offers in the year 2021 and 2024 at an attractive price for the
benefit of the shareholders of the company.
4) Your company is paying uninterrupted dividend of 30% every year since financial year 2017-18 which was
increased to 35% in the financial year 2022-23 and further increased to 45% in the financial year 2023-24 and
thereafter.
All this has happened without taking loan from any bank or financial institution from internal generation and utilisation
of cash reserves of the company.
The Management of your company is exploring opportunities to invest in some new projects and other activities as
part of diversification plan.
DIVIDEND
The Board had recommended an interim dividend of Rs. 4.50/- per equity share (45% of face value of Rs. 10),
which is also the final dividend for the year under review.
BUYBACK OF SHARES
During the year, the Company came with offer for buyback of up to 4,58,268 (four lakhs fifty eight thousand two
hundred sixty eight only) fully paid-up equity shares of face value Rs. 10/- (Rupees ten only) each of the company,
representing up to 4.22% of the total paid-up equity share capital of the company, from all the eligible shareholders
of the company, on a proportionate basis, through the tender offer route, at a price of Rs. 450/- (Rupees four
hundred fifty only) per equity share for an aggregate amount of up to Rs.20,62,20,600 (Rupees twenty crores and
sixty two lakhs twenty thousands six hundred only).
SHARE CAPITAL
Your Company bought back 4,58,268 (four lakhs fifty eight thousand two hundred sixty eight only) fully paid-up
equity shares of face value Rs. 10/- (Rupees ten only) each of the company during the year .Consequently , the
paid -up equity share capital has been reduced from Rs. 10,85,00,000 to Rs.10,39,17,320 as on March 31,2025.
PUBLIC DEPOSITS
During the year under review, your Company has neither invited nor accepted any fixed deposits from the public
within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (acceptance of Deposits)
Rules, 2014.
FUTURE OUTLOOK AND PLANS
As we navigate the landscape of the toner industry, it is imperative to chart a course that not only ensures sustainability
but also drives growth and innovation. In line with this vision, we are excited to share our future outlook and plans
for the future.
Despite being a crucial component in laser printers, MFPs and copiers, the overall toner consumption in India
remains significantly lower compared to other global markets. Through strategic initiatives and market penetration
strategies, we aim to catalyze an increase in toner usage, aligning with the growing demands of businesses and
consumers alike.
One of our key strategies involves the introduction of color toners to our product portfolio. By diversifying our
offerings, we seek to capture a substantial share of the burgeoning market for color toners. This expansion not only
broadens our product range but also positions us as a comprehensive solution provider in the printing and copying
industry.
Moreover, we are committed to enhancing our distribution channels and strengthening our presence across various
market segments. Through targeted marketing efforts and collaborations, we aim to amplify brand visibility and
accessibility, thereby driving customer loyalty.
Furthermore, our dedication to product quality remains unwavering. We understand the importance of delivering
superior toner solutions that exceed expectations in performance and reliability. To this end, we continue to invest
in research and development, leveraging cutting-edge technologies and industry insights to deliver best-in-class
products.
RESEARCH AND DEVELOPMENT ACTIVITIES
Your Company continued the research and development activities during the year in the key areas of product,
process and material development. Your Company has always given prime importance to Research & Development
which is the basis of your Companyâs success. With the help of the Pilot Plant, your Company has successfully
developed new quality products at competitive prices to face the global competition and is very optimistic to develop
many more products in the times to come.
Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology
to your In - House R & D Unit is a moral boosting and an encouraging feature for the team of your Research &
Development Centre.
During the year the Company has incurred R & D expenses of Rs. 52.40 Lacs in various heads and Rs. 3.03 Lacs
for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.
SUSTAINABILITY INITIATIVES
As part of our continued commitment to environmental responsibility and sustainable growth, the Company has
taken significant steps to reduce its carbon footprint. During the year, we commissioned an additional 1000 KWP
solar power plant, supplementing the existing 180 KWP installation, thereby significantly increasing our reliance on
renewable energy. This initiative now enables us to meet a substantial portion of our energy requirements through
clean and sustainable sources. In line with the Government of Indiaâs regulations, we are also diligently complying
with the Extended Producer Responsibility (EPR) norms. These efforts reflect our commitment to integrating
sustainability into our core operations and contributing meaningfully to a greener future.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all
employees in the course of day to day business operations of the company. The Company believes in âZero
Toleranceâ corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to
counter such acts. The Code has been posted on the Companyâs website www.indiantoners.com.
The Code lays down the standard procedure of business 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. All
Management Staff were given appropriate training in this regard.
EXTRACT OF ANNUAL RETURN:
Pursuant to prescribed provisions of Companies Act, 2013 and rules framed thereunder Annual Return has been
hosted on the website of the company and can be viewed at www.indiantoners.com under Investor Relations
Section.
NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 5 times during the financial year from 01.04.2024 to 31.03.2025. The dates on
which the meetings were held are as follows:
23.05.2024, 08.08.2024, 20.08.2024, 04.11.2024 & 31.01.2025.
COMPOSITION OF COMMITTEES
|
Name of |
Members |
No. of Meetings held |
Dates of Meetings |
Change, if any, |
|
|
Audit Committee |
Smt. Neena Jain Sh. Arun Kumar Garg |
4 |
23.05.2024, 04.11.2024, |
08.08.2024, 31.01.2025 |
Mr. Arun Kumar Garg has |
|
Name of |
Members |
No. of Meetings held |
Dates of Meetings |
Change, if any, |
|
Nomination & |
Smt. Neena Jain |
2 |
23.05.2024, 04.11.2024 |
Smt. Manisha Chamaria has |
|
Stakeholders Relationship Committee |
Sh. Arun Kumar Sh. Sushil Jain |
1 |
31.03.2025 |
Sh. Sanjay Gupta has been 30.09.2024 |
|
Share Transfer |
Sh. Sushil Jain, |
23 |
05.04.2024, 24.04.2024, 10.05.2024, 28.05.2024, 11.06.2024, 21.06.2024, 16.07.2024, 25.07.2024, 01.08.2024, 12.08.2024, 23.08.2024, 19.09.2024, 27.09.2024, 18.10.2024, 25.11.2024, 16.12.2024, 26.12.2024, 10.01.2025, 20.01.2025, 31.01.2025, 20.02.2025, 01.03.2025, |
N.A. |
SECRETARIAL STANDARDS
During the year, your company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, based upon the management representation Directors of
your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31.03.2025, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;
b) the directors have 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 of the company for that period;
c) the directors have taken proper and sufficient care 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) the directors have prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls in the company that are adequate and were operating
effectively.
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems are adequate and are operating effectively.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in
the Corporate Governance Report and also available on the Company website www.indiantoners.com.
PREVENTION OF INSIDER TRADING:
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 pre-clearance for dealing
in the Companyâs 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. As per Regulations 3(5) and 3(6) of SEBI (Prohibition of Insider
Trading) Regulations, 2015, company has implemented Structured Digital Data Base (SDD) software for monitoring
the following:-
1. control exists as to who can access the SDD
2. all the UPSI disseminated in the previous quarter have been captured in the Database
3. the system has captured nature of UPSI along with date and time
4. the database has been maintained internally and an audit trail is maintained
5. the database is non-tamperable and has the capability to maintain the records for 8 years.
and accordingly the PCS certify that the company follows SEBI (PIT) Regulations, 2015 in reference to the SDD.
However, vide BSE Circular dated 29.03.2023 our company is not required to submit SDD compliance certificate
on quarterly basis as provisions of Regulation 24A of SEBI (LODR) Regulation, 2015 are applicable to our Company.
All Board of Directors and the designated employees have confirmed compliance with the Code.
Requirements of Regulation 8 (Code of Fair Disclosure) & Regulation 9 (Code of Conduct) of SEBI (Prohibition of
Insider Trading) Regulations, 2015 have been noted and complied with by the Company.
STATUTORY AUDITORS & AUDITORSâ REPORT
The Statutory Auditors of the Company M/s B.K. Shroff & Co., Chartered Accountants, were appointed by the
Members at the 32nd Annual General Meeting of the Company for a term of 5 years i.e. from the conclusion of 32nd
Annual General Meeting till the conclusion of 37th Annual General Meeting of the Company pursuant to Section
139 of the Companies Act, 2013. They have confirmed that they are not disqualified from continuing as Auditors of
the Company.
The Notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and do not call for any
further comments.
SECRETARIAL AUDIT REPORT
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024, w.e.f. 1.4.2025, Secretarial Auditor Firm is now required to be appointed for two
terms of five years, subject to the approval of the shareholders. Thereafter, a five years gap will be given to the
existing Secretarial Auditor of the company. Existing Secretarial Auditor Firm M/s Mukesh Agarwal & Co, Company
Secretaries, has given their consent to act as Secretarial Auditor for five years from Financial Year 2025-2026 to
2029-2030. On the recommendation of Audit Committee, Board of Directors in its meeting held on 31.1.2025,
appointed Secretarial Auditor for FY 2025-26 for five years, subject to the approval of shareholders in the Annual
General Meeting. The Secretarial Audit Report is annexed as Annexure â1â.
INTERNAL AUDIT & INTERNAL AUDITORS
The Company has well-structured Internal Audit function. Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and other applicable provisions, if any, the Board of Directors on the recommendations of the Audit
Committee have appointed M/s K. N. Gutgutia & Co., Chartered Accountants as Internal Auditors of the Company
for the financial year 2025-26.
COST AUDITORS
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of
the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an armâs length basis and were in
the ordinary course of business. There was no materially significant related party transaction with the Companyâs
Promoters, Directors, Key Managerial Personnel or other designated persons or their relatives, which could have
had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company
in the normal course of business are periodically placed before the Audit Committee for its approval.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to
regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions
of the Companies Act, 2013, the Rules framed thereunder and the Listing Agreement. This Policy as considered
and approved by the Board has been uploaded on the website of the Company at www.indiantoners.com.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (LODR) Regulations, 2015,
the Board of Directors of a listed Company are required to constitute Risk Management Committee. However, the
provisions of this regulation are applicable to top 1000 listed entities, determined on the basis of market capitalization,
as at the end of the immediate previous financial year. Our Company does not fall under this category.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Pursuant to Section 135(9) of the Companies Act, 2013, CSR Committee is no more required. The Annual Report
on CSR Activities is annexed as Annexure â2â.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the
Board has carried out annual performance evaluation of its own performance, the directors individually as well the
evaluation of the Chairman and the working of its Audit, Nomination & Remuneration, and Stakeholders
Relationship Committees. The manner in which the evaluation has been carried out has been explained in Corporate
Governance Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent
manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company
has adopted a vigil mechanism policy. This policy is posted on the website of company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There has been no significant and material order passed by the Regulators or Courts that would impact the going
concern status of the Company and its future operations.
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 REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL
PERSONNEL (KMP)/EMPLOYEES:
(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary and
Chief Financial Officer during the financial year 2024-25, ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year 2024-25 are as under:
|
SL. NO. |
NAME |
DESIGNATION |
REMUNERATION |
REMUNERATION |
% INCREASE IN |
RATIO/ TIMES |
|
1. |
SH. SUSHIL JAIN |
CHAIRMAN, CEO |
242.59 |
217.93 |
11.45 |
242.59:3.64 |
|
2. |
SH. AKSHAT JAIN |
MANAGING DIRECTOR |
155.42 |
141.30 |
10.00 |
155.42:3.64 |
|
3 |
SH SATYENDRA |
WHOLETIME DIRECTOR |
34.09 |
30.97 |
10.07 |
34.09:3.64 |
|
4. |
SH. VISHESH |
COMPANY |
19.95 |
18.30 |
9.00 |
N.A. |
|
5. |
SH. N.K. |
CHIEF FINANCIAL |
24.33 |
22.74 |
7.00 |
N.A. |
ii) The percentage increase in the median remuneration of employees of the Company during the financial year
was 8%.
iii) There were 219 permanent employees on the rolls of the Company as on 31.03.2025;
iv) Average percentage increase made in the salaries of employees other than the managerial personnel in the
current financial year i.e. 2024-25 was 5% whereas the increase in the managerial remuneration for the same
financial year was 10.51%.
v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
Sh. Sushil Jain, Sh. Akshat Jain, Sh. Satyendra Paroothi, Sh. Vishesh Chaturvedi and Sh. Naresh Kumar Maheshwari
are the Chief Executive Officer (CEO) & Chairman, Managing Director, Wholetime Director, Company Secretary
and Chief Financial Officer (CFO) of the Company respectively.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sh. Sushil Jain, Chairman, will retire at the
forthcoming Annual General Meeting and being eligible offers himself for re-appointment.
The Company has received declaration from all the Independent Directors confirming that they meet with the
criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION & REDRESSAL) ACT, 2013
The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment
or discrimination. The Company seeks to ensure that all such complaints are resolved within defined timelines.
During Financial Year 2024 - 25, the Company has not received any complaint.
PERSONNEL
Cordial Industrial relations continue to prevail thereby further strengthening employeesâ commitment to the growth
of the Company.
The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts,
co-operation and outstanding contribution to the growth of the Company during the year.
Particulars of employees as required under the provisions contained in Rule 5(2) and rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, the
information is not being sent alongwith the Annual Report as per the proviso of Section 136 of the Companies Act,
2013. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered
Office.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange
earning and outgo is required to be disclosed in terms of Section 134 (3) (m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure âAâ and forms part of this report.
MANAGEMENTâS DISCUSSIONS AND ANALYSIS REPORT
Managementâs Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of
SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report as Annexure
-3.
DISCLOSURES UNDER LISTING AGREEMENT
Your Company is listed only with BSE Limited. The Company is regular in paying the listing fees on demand and it
has paid fee upto the financial year, i.e. 2025 - 2026.
DEMATERIALISATION OF SECURITIES
As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialization
form with effect from 30.10.2000 and your company had entered into necessary agreements with both the
Depositories i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Securities Limited).
It is, therefore, advisable to trade in the shares of the company in dematerialization form which is convenient and
safe.
CORPORATE GOVERNANCE
In terms of Regulation 4 of SEBI (LODR) Regulations, 2015, a Report on Corporate Governance alongwith a
certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is
provided in this Annual Report as Annexure -4.
ACKNOWLEDGEMENT
Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State
Governments, State Bank of India and its valued Customers. Your Directors also thank the shareholders for their
continued support. Your Directors thank all the dedicated employees including executives for all their services
rendered to the Company.
For & on behalf of the Board
Place: New Delhi (SUSHIL JAIN)
Date: 14.05.2025 Chairman
Mar 31, 2018
The Directors have pleasure in presenting the 28th Annual Report along with the Accounts for the year ended March 31, 2018.
Working Results (Rs. in Lacs)
|
For the year ended 31st March 2018 |
For the year ended 31st March 2017 |
||||
|
Standalone |
Consolidated |
Standalone |
Consolidated |
||
|
Revenue from Operations |
11023 |
11053 |
11540 |
11506 |
|
|
Operating Gross Profit |
3411 |
3376 |
3383 |
3308 |
|
|
Add/ Financial Charges |
(57) |
(57) |
(36) |
(36) |
|
|
(Less): Depreciation & Other Amortizations |
(368) |
(368) |
(321) |
(321) |
|
|
Profit before tax |
2986 |
2951 |
3026 |
2951 |
|
|
Add/(Less) Provision for tax- Current Year & MAT Cr. Ent. |
(578) |
(560) |
(600) |
(600) |
|
|
Previous Year Tax Adjustment |
(11) |
(11) |
(22) |
(22) |
|
|
Deferred Tax Assets (Liabilities) |
25 |
25 |
(42) |
(42) |
|
|
Surplus Available for appropriation |
2422 |
2405 |
2362 |
2287 |
|
OPERATIONS
The standalone turnover of your Company during the year was Rs. 11023 Lacs. Out of this around 25% of revenue were from exports and rest from domestic sales. The year under review has been a challenging year due to initial hiccups in GST implementation in H1FY18. The momentum picked up in H2FY18 making up for the subdued H1 and we ended the year with a flattish revenue growth and a volume growth of approximately 5%.
DIVIDEND
The Board of Directors have recommended interim dividend @ Rs.1.50 per Equity Share of Rs.10/- each on 27.11.2017. The Board of Directors have recommended final dividend @ Rs.1.50 per Equity Share of Rs.10/- each making a total dividend of Rs.3.00/- per Equity Share for the Financial Year 2017-18. The final dividend is subject to approval of shareholders at the Annual General Meeting.
FUTURE OUTLOOK AND PLANS
Domestic Business continues to do good with Imaging industry expected to flourish on back of increasing demand for offices especially in tier 2 and tier 3 cities. India still remains a largely under-penetrated market as compared to the developed countries giving us the visibility for long term growth. With 600 dealers spread throughout the country we are at fore-front to satisfy this huge gap.
Our wholly owned subsidiary âIndian Toners USA Companyâ has been gaining traction in the U.S. market thereby opening up opportunity in the overseas market. Our focus in U.S.A is to create a product positioning, known for its high quality compatible toners and establish ourselves as a trusted supplier.
Efforts are going on to develop more products of toner and your Company is hopeful to achieve the desired results with the help of the research team.
The Management of your Company is actively exploring opportunities to invest in some new projects and other activities as part of diversification plan.
AMALGAMATION OF ITDL IMAGETEC LIMITED (A SUBSIDIARY CO.) AND OTHER GROUP COMPANIES WITH INDIAN TONERS & DEVELOPERS LTD.
The Scheme of Arrangement for amalgamation of ITDL Imagetec Limited including four group companies with the Company has been approved by Honâble National Company Law Tribunal (NCLT), Allahabad and Honâble NCLT, Principal Bench, New Delhi vide their order dated 9.5.2017 and 26.7.2017 respectively.
WHOLLY OWNED SUBSIDIARY
In order to cover the untapped markets of North and South America, your Company has incorporated a Wholly Owned Subsidiary of the Company in the State of Florida (USA) with an investment of upto $2,50,000- only which has already become operational. However, so far the results are not as per expectations but all out efforts are being made to improve the same.
RESEARCH AND DEVELOPMENT ACTIVITIES
Your Company continued the research and development activities during the year in the key areas of product, process and material development. Your Company has always given prime importance to Research & Development which is the basis of your Companyâs success. With the help of the Pilot Plant, your Company has successfully developed new quality products at competitive prices to face the global competition and is very optimistic to develop many more products in the times to come.
Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology to your In - House R & D Unit is a moral boosting and an encouraging feature for the team of your Research & Development Centre.
During the year the Company has incurred R & D expenses of Rs. 37.51 Lacs in various heads in addition to Rs. 13.73 Lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companyâs website www.indiantoners.com.
The Code lays down the standard procedure of business 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. All Management Staff were given appropriate training in this regard.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure â1â.
NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 5 times during the financial year from 1st April, 2017 to 31st March, 2018. The dates on which the meetings were held are as follows:
20th May, 2017, 31st August, 2017, 11th September, 2017, 27th November, 2017 and 2nd February, 2018.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, based upon the management representation Directors of your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have 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 of the company for that period;
c) the directors have taken proper and sufficient care 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) the directors have prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls in the company that are adequate and were operating effectively.
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website www.indiantoners.com.
PREVENTION OF INSIDER TRADING:
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 pre-clearance for dealing in the Companyâs 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. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
Requirements of Regulation 8 (Code of Fair Disclosure) & Regulation 9 (Code of Conduct) of SEBI (Prohibition of Insider Trading) Regulations, 2015 have been noted and complied with by the Company.
STATUTORY AUDITORS & AUDITORSâ REPORT
The Statutory Auditors of the Company were appointed by the Members at the 27th Annual General Meeting of the Company for an initial term of 5 years i.e. from the conclusion of 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.
The consolidated accounts along with the Statement pursuant to Section 129 of the Companies Act, 2013 are annexed.
SECRETARIAL AUDIT REPORT
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 M/s Mukesh Agarwal & Co. (CP No.:3851, FCS: 5991), Company Secretaries to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed as Annexure â2â.
INTERNAL AUDIT & INTERNAL AUDITORS
The Company has well-structured Internal Audit function. Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable provisions, if any, the Board of Directors on the recommendations of the Audit Committee have appointed M/s B.K. Shroff & Co., Chartered Accountants as Internal Auditors of the Company for the year 2018-19.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There was no materially significant related party transactions with the Companyâs Promoters, Directors, Key Managerial Personnel or other designated persons or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed thereunder and the Listing Agreement. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.indiantoners.com.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (LODR) Regulations, 2015, the Board of Directors of a listed Company are required to constitute Risk Management Committee. However, the provisions of this regulation are applicable to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Our Company does not fall under this category.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Your directors have already constituted the Corporate Social Responsibility (CSR) Committee comprising of Shri Sanjeev Goel as the Chairman, Shri Sushil Jain and Shri Arun Kumar Garg as other members.
As part of its initiatives under âCorporate Social Responsibilityâ (CSR), the company has contributed almost entire funds (calculated in terms of Section 198 of the Act) to the Prime Ministerâs National Relief Fund.
The Annual Report on CSR Activities is annexed as Annexure â3â.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the Chairman and the working of its Audit, Nomination & Remuneration, Corporate Social Responsibility and Stakeholders Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is posted on the website of company.
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 REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary and Chief Financial Officer during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:
|
SL. NO. |
NAME |
DESIGNATION |
REMUNERATION PAID IN FY 2017-18 (RS. IN LACS) |
REMUNERATION PAID IN FY 2016-17 (RS. IN LACS) |
% INCREASE IN REMUNERATION FROM PREVIOUS YEAR |
RATIO/ TIMES PER MEDIAN OF EMPLOYEE REMUNERATION |
COMPARISON OF THE REMUNERATION OF KMP AGAINST THE PERFORMANCE OF THE COMOPANY |
|
1. |
SH. SUSHIL JAIN |
CHAIRMAN & MANAGING DIRECTOR, CEO(KMP) |
160.32 |
132.46 |
21.03 |
160.32:1.62 |
Profit before tax is Rs. 2986 Lacs and Profit after tax is Rs. 2422 Lacs in FY 2017-18 |
|
2. |
SH. S.C. SINGHAL |
COMPANY SECRETARY (KMP) |
29.56 |
24.54 |
20.46 |
N.A. |
|
|
3. |
SH. N.K. MAHESHWARI |
CHIEF FINANCIAL OFFICER (KMP) |
12.07 |
10.29 |
17.30 |
N.A. |
|
|
201.95 |
167.29 |
20.72 |
Note: Current year Standalone Figures are not comparable with the previous year Standalone figures due to amalgamation of its subsidiary company with the company w.e.f. 1.4.2016.
ii) The median remuneration of employees of the Company during the financial year was Rs.1.62 Lacs.
iii) There were 276 permanent employees on the rolls of the Company as on March 31, 2018;
v) Relationship between average increase in remuneration and company performance:- The Profit before Tax for the financial year ended March 31, 2018 was Rs. 2986 Lacs whereas the median remuneration was Rs. 1.62 Lacs. The average median remuneration was in line with the performance of the Company.
vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:
The total remuneration of Key Managerial Personnel increased by 20.72% from Rs.167.29 Lacs in 2016-17 to Rs.201.95 Lacs in 2017-18 whereas the Profit before Tax was Rs.2986 Lacs in 2017-18.
vii) a) Variations in the market capitalization of the Company : The market capitalization as on March 31, 2018 was Rs. 314.76 Crores (Rs. 126.93 Crores as on March 31, 2017).
b) Price Earnings ratio of the Company was 18.39 as at March 31, 2018 and was 8.55 as at March 31, 2017.
c) Percent increase over decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year - The closing share price of the Company at BSE Limited on 31st March, 2018 being Rs.239.15 per equity share of face value of Rs.10 each has grown more than 24 times since the last public offer by the Company, which was made in the year 1992.
viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the current financial year i.e. 2017-18 was 9.61% whereas the increase in the managerial remuneration for the same financial year was 21.03%.
ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and
xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
Sh. Sushil Jain, Sh. S.C. Singhal and Sh. Naresh Kumar Maheshwari are the Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) of the Company respectively.
During the year under review, Sh. Vikram Prakash, Director of the company has ceased to be Director w.e.f. 10.8.2017 as he has left for heavenly abode. Sh. K.K. Dhiman, Director of the Company has resigned from the Directorship w.e.f. 11.9.2017.
On the recommendation of Nomination & Remuneration Committeeâs meeting held on 1.2.2018, the Board of Directors in its meeting held on 2.2.2018, has appointed Sh. Akshat Jain as Whole time Director of the Company w.e.f. 1st April, 2018 subject to the approval of shareholders in the forthcoming Annual General Meeting.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sh. Sushil Jain, Chairman & Managing Director, will retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.
The Company has received declaration from all the Independent Directors confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT, 2013
The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The Company seeks to ensure that all such complaints are resolved within defined timelines. During FY 2017-18, the Company has not received any complaint. The Company is conducting workshops/awareness programs on prevention of sexual harassment from time to time.
PERSONNEL
Cordial Industrial relations continue to prevail thereby further strengthening employeesâ commitment to the growth of the Company.
The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts, cooperation and outstanding contribution to the growth of the Company during the year.
Particulars of employees as required under the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, the information is not being sent alongwith the Annual Report as per proviso of the above rule. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered Office.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earning and outgo is required to be disclosed in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure âAâ and forms part of this report.
MANAGEMENTâS DISCUSSIONS AND ANALYSIS REPORT
Managementâs Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
DISCLOSURES UNDER LISTING AGREEMENT
Your Company is now listed only with BSE Limited. The Company is regular in paying the listing fees on demand and it has paid fee upto the current financial year.
DEMATERIALISATION OF SECURITIES
As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialization form with effect from 30.10.2000 and your company had entered into necessary agreements with both the Depositories i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Securities Limited). It is, therefore, advisable to trade in the shares of the company in dematerialization form which is convenient and safe.
CORPORATE GOVERNANCE
In terms of Regulation 4 of SEBI (LODR) Regulations, 2015, a Report on Corporate Governance alongwith a certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is provided elsewhere in this Annual Report.
ACKNOWLEDGEMENT
Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State Governments, State Bank of India and its valued Customers. Your Directors also thank the shareholders for their continued support. You Directors thank all the dedicated employees including executives for all their services rendered to the Company.
For & on behalf of the Board
Place : New Delhi (SUSHIL JAIN)
Date : 17th May, 2018 Chairman & Managing Director
Mar 31, 2017
To
The Members,
The Directors have pleasure in presenting the 27thAnnual Report along with the Accounts for the year ended March 31, 2017.
Working Results
Rs. in Lacs
|
For the year ended 31st |
March 2017 |
For the year ended 31st March 2016 |
||
|
Standalone Consolidated |
Standalone |
Consolidated |
||
|
Turnover (net of Excise Duty) |
3384 |
11897 |
3504 |
10913 |
|
Operating Gross Profit |
925 |
3172 |
860 |
2572 |
|
Add/Financial Charges |
(9) |
(36) |
(7) |
(24) |
|
(Less): Depreciation & Other |
||||
|
Amortizations |
(130) |
(321) |
(129) |
(306) |
|
Profit before tax |
786 |
2815 |
724 |
2242 |
|
Add / Provision for tax- |
||||
|
(Less) Current Year & MAT Cr. Ent. (69) |
(599) |
(155) |
(494) |
|
|
Previous Year Tax Adjustment (10) |
(22) |
13 |
13 |
|
|
Net profit before Deferred Tax |
707 |
2194 |
582 |
1761 |
|
Deferred Tax Assets (Liabilities) |
(18) |
(26) |
7 |
(93) |
|
Surplus Available for appropriation 689 |
2168 |
589 |
1668 |
|
|
Less : Minority Interest |
- |
(812) |
- |
(604) |
|
Transfer to General Reserve |
689 |
1356 |
589 |
1064 |
OPERATIONS
The turnover of your Company during the year was lower by Rs.120 Lacs than the previous year. More than 85.25% of sales amounting to Rs.2932.05 Lacs were from exports. However, exports were lower by 15.79% against the previous year exports of Rs.3482 Lacs. Net profit after deferred tax during the year was Rs.689 Lacs as against Rs.589 Lacs in the preceding year i.e. higher by 16.97%.
The consolidated financial results during the year including that of its Subsidiary Companies were better i.e. sales Rs.11897 Lacs, profit before tax Rs.2815 Lacs and profit after tax Rs.2168 Lacs as compared to Rs.10913 Lacs, Rs.2242 Lacs and Rs. 1668 Lacs respectively for the previous year.
DIVIDEND
Your Directors do not recommend any dividend for the year under review considering the fund requirements for future business expansion.
FUTURE OUTLOOK AND PLANS
Your Company foresees a good scope for the export of its products. In order to give a boost to the exports, during the year, your Company incorporated a Wholly Owned Subsidiary of the
Company in Florida (USA) which has already become operational since June 2016. It will mainly cater to the needs of North and South America as these have been the untapped markets so far. However, frequent and wide fluctuations in foreign currency, unstable political/ economical situation in some countries and tough competition in the international market continues to be a challenge for your Company. However, so far the results are not as per expectations but all out efforts are being made to improve the same.
Efforts are going on to develop more products of toner and your Company is hopeful to achieve the desired results with the help of the research team. Some other value added products have been introduced and upgraded during the year.
The Management of your Company is actively exploring opportunities to invest in some new projects and other activities as part of diversification plan.
AMALGAMATION OF ITDL IMAGETEC LIMITED (A SUBSIDIARY CO.) AND OTHER GROUP COMPANIES WITH INDIAN TONERS & DEVELOPERS LTD.
The Scheme of Arrangement for amalgamation of ITDL Imagetec Limited including four group companies with the Company has been approved by Honâble National Company Law Tribunal (NCLT), Allahabad and order has been reserved.
ITDL Imagetec Limited has filed 2nd motion petition with Honâble NCLT, Principal Bench, New Delhi which has been accepted and Honâble NCLT has passed the order with the instructions to serve the notice to ROC, RD, Income Tax Department and Official Liquidator. The next date of hearing has been fixed for 5.7.2017.
WHOLLY OWNED SUBSIDIARY
In order to cover the untapped markets of North and South America, your Company has incorporated a Wholly Owned Subsidiary of the Company in the State of Florida (USA) with an investment of up to $2,50,000- only which has already become operational. However, so far the results are not as per expectations but all out efforts are being made to improve the same.
EXPANSION PROGRAMME IN ITDL IMAGETEC LIMITED
ITDL IMAGETEC LIMITED - a Subsidiary Company in Sitarganj (Uttarakhand) with the manufacturing capacity of 1800 MT of toner is doing very well and giving satisfactory results. The expansion in the Subsidiary Company will increase the manufacturing capacity from 1800 MT to 2400 MT which will better the performance of your subsidiary Company during the year.
RESEARCH AND DEVELOPMENT ACTIVITIES
Your Company continued the research and development activities during the year in the key areas of product, process and material development. Your Company has always given prime importance to Research & Development which is the basis of your Companyâs success. With the help of the Pilot Plant, your Company has successfully developed new quality products at competitive prices to face the global competition and is very optimistic to develop many more products in the times to come.
Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology to your In - House R & D Unit is a moral boosting and an encouraging feature for the team of your Research & Development Centre.
During the year the Company has incurred R & D expenses of Rs. 55.23 Lacs in various heads in addition to Rs. 28.80 Lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.
SUBSIDIARY COMPANIES:
The Company has one subsidiary viz. ITDL Imagetec Limited and having its manufacturing facility at D-11, Phase-II, Eldeco-Sidcul Industrial Park, Sitarganj - 262405, Distt. Udham Singh Nagar, Uttarakhand.
WHOLLY OWNED SUBSIDIARY COMPANIES:
The Company has one wholly owned subsidiary viz. Indian Toners USA Company and having its operational activities at 7401 Wiles Road Suite#123Coral Springs, FL 33067.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companyâs website www.indiantoners.com.
The Code lays down the standard procedure of business 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. All Management Staff were given appropriate training in this regard.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure â1â.
NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 5 times during the financial year from 1st April, 2016 to 31st March, 2017. The dates on which the meetings were held are as follows:
25th May, 2016, 5th August, 2016, 27th August, 2016,11th November, 2016 and 4th February, 2017.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, based upon the management representation Directors of your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have 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 of the company for that period;
c) the directors have taken proper and sufficient care 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) the directors have prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls in the company that are adequate and were operating effectively.
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website www.indiantoners.com.
PREVENTION OF INSIDER TRADING:
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 pre-clearance for dealing in the Companyâs 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. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. Requirements of Regulation 8 (Code of Fair Disclosure) & Regulation 9 (Code of Conduct) of SEBI (Prohibition of Insider Trading) Regulations, 2015 have been noted and complied with by the Company.
STATUTORY AUDITORS & AUDITORSâ REPORT
As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. K.N. Gutgutia& Co. (Firm Registration No. 304153E), Chartered Accountants, New Delhi as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.
The Board of Directors of the Company at their meeting held on 20th May, 2017, on the recommendation of the Audit Committee, have made its recommendation for appointment of M/s. M.L. Garg & Co., Chartered Accountants (Firm Registration No.001604N), as the Statutory Auditors of the Company by the Members at the 27th Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution, proposing appointment of M/s. M.L. Garg & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 27th Annual General Meeting till the conclusion of 32ndAnnual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 27thAnnual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.
The Notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.
The consolidated accounts along with the Statement pursuant to Section 129 of the Companies Act, 2013 are annexed.
SECRETARIAL AUDIT REPORT
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 M/s Mukesh Agarwal & Co. (CP No.:3851, FCS: 5991), Company Secretaries to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed as Annexure â2â.
INTERNAL AUDIT & INTERNAL AUDITORS
The Company has well-structured Internal Audit function. Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable provisions, if any, the Board of Directors on the recommendations of the Audit Committee have appointed M/s B.K. Shroff & Co., Chartered Accountants as Internal Auditors of the Company for the year 2017-18.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There was no materially significant related party transactions with the Companyâs Promoters, Directors, Key Managerial Personnel or other designated persons or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed there under and the listing regulations. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.indiantoners.com.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 &Regulation 21 of SEBI (LODR) Regulations, 2015, the Board of Directors of a listed Company are required to constitute Risk Management Committee. However, the provisions of this regulation are applicable to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Our Company does not fall under this category.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Your directors have already constituted the Corporate Social Responsibility (CSR) Committee comprising of Shri Sanjeev Goel as the Chairman, Shri Sushil Jain and Shri Arun Kumar Garg as other members.
As part of its initiatives under âCorporate Social Responsibilityâ (CSR), the company has contributed entire funds (calculated in terms of Section 198 of the Act) to the Prime Ministerâs National Relief Fund.
The Annual Report on CSR Activities is annexed as Annexure â3â.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the Chairman and the working of its Audit, Nomination & Remuneration, Corporate Social Responsibility and Stakeholders Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is posted on the website of company.
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 REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:
(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary and Chief Financial Officer during the financial year 2016-17, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:
|
SL. NO. |
NAME |
DESIGNATION |
REMUNERATION PAID IN FY 201617 (RS. IN LACS) |
REMUNERATION PAID IN FY 201516 (RS. IN LACS) |
% INCREASE IN REMUNERATION FROM PREVIOUS YEAR |
RATIO/ TIMES PER MEDIAN OF EMPLOYEE REMUNERATION |
COMPARISON OF THE REMUNERATION OF KMP AGAINST THE PERFORMANCE OF THE COMOPANY |
|
1. |
SH. SUSHIL JAIN |
CHAIRMAN & MANAGING DIRECTOR, CEO(KMP) |
132.46 |
123.74 |
7.05 |
132.46: 2.15 |
Profit before tax increased by 8.57% and Profit after tax increased by 16.90% in FY 2016-17 |
|
2. |
SH.S.C. SINGHAL |
COMPANY SECRETARY(KMP) |
24.54 |
20.65 |
18.83 |
N.A. |
|
|
3. |
SH. N.K. MAHESHWARI |
CHIEF FINANCIAL OFFICER(KMP) |
10.29 |
8.34 |
23.38 |
N.A. |
|
|
167.29 |
152.73 |
9.53 |
ii) The median remuneration of employees of the Company during the financial year was Rs.2.15Lacs.
iii) In the financial year, there was an increase of 10.26% in the median remuneration of employees;
iv) There were 88 permanent employees on the rolls of the Company as on March 31, 2017;
v) Relationship between average increase in remuneration and company performance:- The Profit before Tax for the financial year ended March 31, 2017 increased by 8.57% whereas the increase in median remuneration was 10.26%. The average increase in median remuneration was in line with the performance of the Company.
v) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:
The total remuneration of Key Managerial Personnel increased by 9.53% from Rs.152.73 Lacs in 2015-16 to Rs.167.29 Lacs in 2016-17 whereas the Profit before Tax increased by 8.57% to Rs.786.01 Lacs in 2016-17 (Rs.723.92 in 2015-16).
vii) a) Variations in the market capitalization of the Company : The market capitalization as
on March 31, 2017 was Rs.126.93 Crores (Rs.111.45 Crores as on March 31, 2016).
b) Price Earnings ratio of the Company was 8.55 as at March 31, 2017 and was 7.31 as at March 31, 2016.
c) Percent increase over decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year- The closing share price of the Company at BSE Limited on 31st March, 2017 being Rs.162.25 per equity share of face value of Rs.10 each has grown more than 16 times since the last public offer by the Company, which was made in the year 1992.
viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2016-17 was 9.60% whereas the increase in the managerial remuneration for the same financial year was 7.05%.
ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and
xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
Sh. Sushil Jain, Sh. S.C. Singhal and Sh. Naresh Kumar Maheshwari are the Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) of the Company respectively.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Kewal Krishan Dhiman, Director, will retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.
The Company has received declaration from all the Independent Directors confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT. 2013
The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The Company seeks to ensure that all such complaints are resolved within defined timelines. During FY 2016-17, the Company has not received any complaint. The Company is conducting workshops/awareness programs on prevention of sexual harassment from time to time.
PERSONNEL
Cordial Industrial relations continue to prevail thereby further strengthening employeesâ commitment to the growth of the Company.
The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts, co-operation and outstanding contribution to the growth of the Company during the year.
Particulars of employees as required under the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, the information is not being sent along with the Annual Report as per proviso of the above rule. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered Office.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earnings and outgo is required to be disclosed in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure âAâ and forms part of this report.
MANAGEMENTâS DISCUSSIONS AND ANALYSIS REPORT
Managementâs Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
DISCLOSURES UNDER LISTING REGULATIONS
Your Company is now listed only with BSE Limited. The Company is regular in paying the listing fees on demand and it has paid fee up to the current financial year. DEMATERIALISATION OF SECURITIES
As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialization form with effect from 30.10.2000 and your company had entered into necessary agreements with both the Depositories i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Securities Limited). It is, therefore, advisable to trade in the shares of the company in dematerialization form which is convenient and safe. CORPORATE GOVERNANCE
In terms of Regulation 4 of SEBI (LODR) Regulations, 2015, a Report on Corporate Governance along with a certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is provided elsewhere in this Annual Report. ACKNOWLEDGEMENT
Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State Governments, State Bank of India and its valued Customers. Your Directors also thank the shareholders for their continued support. You Directors thank all the dedicated employees including executives for all their services rendered to the Company.
For & on behalf of the Board
Place : New Delhi (SUSHIL JAIN)
Date : 20thMay, 2017 Chairman & Managing Director
Mar 31, 2016
To
The Members,
The Directors have pleasure in presenting the 26th Annual Report along with the Accounts for the year ended March 31, 2016.
Working Results Rs. in Lacs_
|
For the year ended 31st March 2016 |
For the year ended 31 st March 2015 |
|||
|
Standalone Consolidated |
Standalone |
Consolidated |
||
|
Turnover (net of Excise Duty) |
3504 |
10913 |
3426 |
9556 |
|
Operating Gross Profit |
842 |
2554 |
560 |
2210 |
|
Add/ Financial Charges |
(7) |
(24) |
(7) |
(18) |
|
(Less): Depreciation & Other Amortizations |
(129) |
(306) |
(136) |
(270) |
|
Profit/(Loss) before Tax and exceptional items |
706 |
2224 |
417 |
1922 |
|
Add/(Less) : |
||||
|
Exceptional & Extraordinary Items |
18 |
18 |
203 |
203 |
|
Profit before tax |
724 |
2242 |
620 |
2125 |
|
Provision for tax- |
||||
|
Current Year & MAT Cr. Ent. |
(155) |
(493) |
(162) |
(519) |
|
Previous Year Tax Adjustment |
13 |
12 |
(4) |
(6) |
|
Net profit before Deferred Tax |
582 |
1761 |
454 |
1600 |
|
Deferred Tax Assets (Liabilities) |
7 |
(93) |
13 |
8 |
|
Surplus Available for appropriation |
589 |
1668 |
467 |
1608 |
|
Less : Minority Interest |
(604) |
(559) |
||
|
Transfer to General Reserve |
589 |
1064 |
467 |
1049 |
OPERATIONS
The turnover of your Company during the year was higher by Rs. 78 Lacs than the previous year. More than 99.37% of sales amounting to Rs. 3482 Lacs were from exports. However, exports were higher by 15.53% against the previous year exports of Rs. 3014 Lacs. Net profit after deferred tax during the year was Rs. 589 Lacs as against Rs. 467 Lacs in the preceding year i.e. higher by 26.12%.
The consolidated financial results during the year including that of its Subsidiary Company were better i.e. sales Rs. 10913 Lacs, profit before tax Rs.2243 Lacs and profit after tax Rs.1668 Lacs as compared to Rs. 9485 Lacs, Rs.2125 Lacs and Rs. 1608 Lacs respectively for the previous year.
DIVIDEND
Your Directors do not recommend any dividend for the year under review considering the fund requirements for future business expansion.
FUTURE OUTLOOK AND PLANS
Your Company foresees a good scope for the export of its products. In order to give a boost to the exports, your Company has decided to incorporate a Wholly Owned Subsidiary of the Company in Florida (USA). It will mainly cater to the needs of North and South America as these have been the untapped markets so far. However, frequent and wide fluctuations in foreign currency and tough competition in the international market continues to be a challenge for your Company.
Efforts are going on to develop more products of toner and your Company is hopeful to achieve the desired results with the help of the research team. Some other value added products have already been added in the product list like the wide format printer toners.
The Management of your Company is actively exploring opportunities to invest in some new projects.
AMALGAMATION OF ITDL IMAGETEC LIMITED (A SUBSIDIARY CO.) AND OTHER GROUP COMPANIES WITH INDIAN TONERS & DEVELOPERS LTD.
During the year, the Management of your Company approved the proposal for amalgamation of its Subsidiary Company - ITDL IMAGETEC LIMITED and other Group Companies with your company namely INDIAN TONERS & DEVELOPERS LTD. The scheme of arrangement was approved by the Board in its meeting held on 23.03.2016 and thereafter the same was filed with BSE LTD. where the shares of the Company are listed for its No-Objection. The Company has complied with all the formalities of the Stock Exchange and is hopeful of getting their approval / NOC in due course. The scheme is subject to the approval of Honâble High Courts and members of the respective companies.
The rationale for the scheme of arrangement is that INDIAN TONERS & DEVELOPERS LTD., the Transferee Company is engaged in the manufacturing of compatible toners for copiers, printers, digital multi-function devices and white format printing. The Company majorly focuses on the exports. The Subsidiary, ITDL IMAGETEC LIMITED is also engaged in similar manufacturing. However, it mainly concentrates on the domestic market. The international market of the product is highly competitive and hence it is not growing rapidly, while in the domestic market, the group has niche.
The amalgamation of ITDL IMAGETEC LIMITED with INDIAN TONERS & DEVELOPERS LTD. would provide a competitive edge to the Transferee Company, as now it would be focusing on the international as well as domestic market. Additionally, the amalgamation shall also add to the financial strength of the Transferee Company and shall provide flexibility. The amalgamation of all the other Transferor Companies shall bring out the consolidated structure of the Group, where in post the amalgamation, the group shall be having clean corporate structure.
This scheme of amalgamation shall also improve the financial strength and flexibility for the Transferee Company which would result in maximizing overall shareholder value and will improve the competitive position of the combined entity, eliminating intra group competition, achieve greater efficiencies operations with optimum utilization of resources, better administration and reduced cost.
WHOLLY OWNED SUBSIDIARY
In order to cover the untapped markets of North and South America, your Company has decided to incorporate a Wholly Owned Subsidiary of the Company in the State of Florida (USA) with an investment of upto $2,50,000- only. The necessary steps are being taken in this direction.
EXPANSION PROGRAMME IN ITDL IMAGETEC LIMITED
ITDL IMAGETEC LIMITED - a Subsidiary Company in Sitarganj (Uttarakhand) with the manufacturing capacity of 1800 MT of toner is doing very well and giving satisfactory results. The last expansion in the Subsidiary Company was completed in the year 2015 by increasing its manufacturing capacity from 1200 MT to 1800 MT. Now once again it has decided to further expand its manufacturing capacity from 1800 MT to 2400 MT by 31st March, 2017. With this expansion, the performance of your Subsidiary Company will be better in the coming years.
RESEARCH AND DEVELOPMENT ACTIVITIES
Your Company continued the research and development activities during the year in the key areas of product, process and material development. Your Company has always given prime importance to Research & Development which is the basis of your Companyâs success. With the help of the Pilot Plant, your Company has successfully developed new quality products at competitive prices to face the global competition and is very optimistic to develop many more products in the times to come.
Continuing recognition by the Department of Scientific and Industrial Research, Ministry of Science & Technology to your In - House R & D Unit is a moral boosting and an encouraging feature for the team of your Research & Development Centre.
During the year the Company has incurred R & D expenses of Rs. 55.41 Lacs in various heads in addition to Rs.30.97 Lacs for purchase of capital items. Your Company has exhaustive programme of R & D activities in the coming years.
SUBSIDIARY COMPANIES:
The Company has one subsidiary viz. M/s. ITDL Imagetec Limited and having its manufacturing facility at D-11, Phase-II, Eldeco-Sidcul Industrial Park, Sitarganj-262405, Distt. Udham Singh Nagar (Uttarakhand).
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companyâs website www.indiantoners.com.
The Code lays down the standard procedure of business 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. All Management Staff were given appropriate training in this regard.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure â1â. NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 5 times during the financial year from 1st April, 2015 to 31st March, 2016. The dates on which the meetings were held are as follows:
21st May, 2015, 7th August, 2015, 5th November, 2015, 9th February, 2016 and 23rd March, 2016. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, based upon the management representation, Directors of your Company hereby state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors have 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 of the company for that period;
c) the directors have taken proper and sufficient care 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) the directors have prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls in the company that are adequate and were operating effectively.
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website www.indiantoners.com.
PREVENTION OF INSIDER TRADING:
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 preclearance for dealing in the Companyâs 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. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
Requirements of Regulation 8 (Code of Fair Disclosure) & Regulation 9 (Code of Conduct) of SEBI (Prohibition of Insider Trading) Regulations, 2015 have been noted and complied with by the Company.
STATUTORY AUDITORS & AUDITORSâ REPORT
M/s. K. N. Gutgutia & Co. Chartered Accountants, (Firm Registration No. 304153E) were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on 30.08.2014 for a period of three years subject to ratification by members at every Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.
The Notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.
The consolidated accounts along with the Statement pursuant to Section 129 of the Companies Act, 2013 are annexed.
SECRETARIAL AUDIT REPORT
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 M/s Mukesh Agarwal & Co. (CP No.:3851, FCS: 5991), Company Secretaries to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed as Annexure â2â.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and other applicable provisions, if any, the Board of Directors on the recommendations of the Audit Committee have appointed M/s B.K. Shroff & Co., Chartered Accountants, 3/7-B, Asaf Ali Road, New Delhi - 110 002, as Internal Auditors of the Company for the year 2016-17.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RELATED PARTYTRANSACTIONS:
Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There was no materially significant related party transactions with the Companyâs Promoters, Directors, Key Managerial Personnel or other designated persons or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is annexed as Annexure â3â.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed there under and the Listing Agreement. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.indiantoners.com. The gist of the policy is appended below:-
PROCEDURE
1. All Related Party Transactions (RPTs) of the company as prescribed under the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015 will be approved by the audit committee of the Board from time to time.
2. Each Director who is a Related Party with respect to a particular Related Party Transaction shall disclose all material information to the Committee concerning such Related Party Transaction and his or her interest in such transaction.
3. Management shall present to the Audit Committee the following information, to the extent relevant, with respect to actual or potential Related Party Transactions:
a. A general description of the transaction(s), including the name of the related party and nature of relationship, duration of the contract and particulars of the contract or arrangement, the material terms and conditions.
b. The Related Partyâs interest in the transaction(s), including the Related Partyâs position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction(s).
c. The manner of determining the pricing and other commercial terms.
d. any advance paid or received for the contract or arrangement, if any and the approximate value of the transaction(s) and the approximate value of the Related Partyâs interest in the transaction(s).
e. In the case of a lease or other transaction providing for periodic payments or installments, the aggregate amount of all periodic payments or installments expected to be made in the financial year.
f. In the case of indebtedness, the aggregate amount of principal to be outstanding and the rate or amount of interest to be payable on such indebtedness.
g. Whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors and any other material information regarding the transaction(s) or the Related Partyâs interest in the transaction(s).
4. Consent of the Board and the Shareholders would also be taken in respect of all RPTs, provided that such consent would not be required in the following cases:
a. The transactions are entered into by the company in its ordinary course of business and are on an armsâ length basis; and
b. The transaction / transactions to be entered into individually or taken together with previous transactions during a financial year does not exceed 5% of the annual turnover or 20% of the net worth of the company (i.e. Indian Toners & Developers Limited), as per the last audited financial statements of the company, whichever is higher.
5. Where Board consent / shareholdersâ approval is required as per para 4 above, a) the agenda of the Board meeting at which the resolution is proposed to be moved and b) explanatory statement to be annexed to the notice of such general meeting, shall disclose all such details / information about the contract as are prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014.
6. Where RPTs require approval of the Board and the shareholders through special resolution as per para 4 above, (a) any director who is interested in any contract or arrangement with a related party, shall not be present at the meeting during discussions on the subject-matter of the resolution relating to such contract or arrangement and b) such Related Party(ies) shall abstain from voting on such resolutions of the shareholders.
7. If a Related Party Transaction will be ongoing, the Committee may establish guidelines for the Companyâs management to follow in its ongoing dealings with the Related Party. Thereafter, the Committee shall periodically review and assess ongoing relationships with the Related Party. Any material amendment, renewal or extension of a transaction, arrangement or relationship previously reviewed under this Policy shall also be subject to subsequent review under this Policy.
8. The Audit Committee periodically shall review this Policy and may recommend amendments to this Policy from time to time as it deems appropriate. In addition to guidelines for ongoing Related Party Transactions, the Audit Committee may, as it deems appropriate and reasonable, establish from time to time guidelines regarding the review of other Related Party Transactions.
9. This Policy on Related Party Transactions shall be governed by the Companies Act, 2013 read with Rules made there under, as may be in force for the time being as well as Regulation 23 of SEBI (LODR) Regulations, 2015 or such other Rules / Regulations, as may be notified by SEBI from time to time.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (LODR) Regulations, 2015, the Board of Directors of a listed Company are required to constitute Risk Management Committee. However, the provisions of this regulation are applicable to top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year. Our Company does not fall under this category.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Your directors have already constituted the Corporate Social Responsibility (CSR) Committee comprising of Shri Sanjeev Goel as the Chairman, Shri Sushil Jain and Shri Arun Kumar Garg as other members.
As part of its initiatives under âCorporate Social Responsibilityâ (CSR), the company has contributed entire funds (calculated in terms of section 198 of the Act) to the Prime Ministerâs National Relief Fund.
The Annual Report on CSR Activities is annexed as Annexure â4â.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the Chairman and the working of its Audit, Nomination & Remuneration, Corporate Social Responsibility and Stakeholders Committees. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is posted on the website of Company.
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 REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:
(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary and Chief Financial Officer during the financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under : _____
|
SL. No. |
Name |
Designation |
Remuneration Paid in FY 201516 (Rs. in Lacs) |
Remuneration Paid in FY 2014 15 (Rs. in Lacs) |
% Increase in Remuneration from Previous Year |
Ratio/Time Per Media of Employee Remuneration |
Comparison of the Remuneration of KMP against the Performance of the Company |
|
1. |
Sh. Sushil Jain |
Chairman & Managing Director CEO (KMP) |
123.74 |
109.56 |
12.94 |
123.74 : 1.95 |
Profit before tax decreased by 16.86% and Profit after tax decreased by 26.23% in FY 2015-16 |
|
2. |
Sh.S.C.Singhal |
Company Secretary (KMP) |
20.65 |
17.46 |
18.27 |
N.A. |
|
|
3. |
Sh.N.K.Maheshwari |
Chief Financial Officer (KMP) |
8.34 |
5.29 |
N.A.1 |
N.A. |
c) Percent increase over decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year - The closing share price of the Company at BSE Limited on 31st March, 2016 being Rs.157.60 per equity share of face value of Rs.10 each has grown 16 times since the last public offer by the Company, which was made in the year 1992.
viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2015-16 was 10.65% whereas the increase in the managerial remuneration for the same financial year was 12.94%.
ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and
xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
Sh. Sushil Jain, Sh. S.C. Singhal and Sh. Naresh Kumar Maheshwari are the Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) of the Company respectively.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Kewal Krishan Dhiman, Director, will retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.
The Company has received declaration from all the Independent Directors confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013.
PERSONNEL
Cordial Industrial relations continue to prevail thereby further strengthening employees'' commitment to the growth of the Company.
The Board wishes to express its deep appreciation to all sections of the Employees for their whole hearted efforts, co-operation and outstanding contribution to the growth of the Company during the year.
Particulars of employees as required under the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, the information is not being sent alongwith the Annual Report as per proviso of the above rule. Any shareholder interested in obtaining such particulars may write to the Company at its Corporate/Registered Office.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Additional information to the extent applicable on conservation of energy, technology absorption, foreign exchange earnings and outgo is required to be disclosed in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure ''Aâ and forms part of this report.
MANAGEMENTâS DISCUSSIONS AND ANALYSIS REPORT
Managementâs Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
DISCLOSURES UNDER LISTING AGREEMENT
Your Company is now listed only with BSE Limited. The Company is regular in paying the listing fees on demand and it has paid fee up to the current financial year.
DEMATERIALISATION OF SECURITIES
As informed earlier, the shares of your Company were included in the compulsory list for trading in dematerialization form with effect from 30.10.2000 and your company had entered into necessary agreements with both the Depositories i.e. NSDL (National Securities Depository Limited) and CDSL (Central Depository Securities Limited). It is, therefore, advisable to trade in the shares of the company in dematerialization form which is convenient and safe.
CORPORATE GOVERNANCE
In terms of Regulation 4 of SEBI (LODR) Regulations, 2015, a Report on Corporate Governance along with a certificate from the Auditors of the Company on the compliance of the conditions of Corporate Governance is provided elsewhere in this Annual Report.
ACKNOWLEDGEMENT
Your Directors acknowledge the cooperation and assistance extended by various agencies of the Central and State Governments, State Bank of India and valued Customers. Your Directors also thank the shareholders for their continued support. Your directors thank all the dedicated employees including executives for all their services rendered to the company
For & on behalf of the Board
PLACE : New Delhi
DATE : 25th May, 2016 (SUSHU JAIN)
CHAIRMAN & MANAGING DIRECTOR
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the 24th Annual Report
alongwith the Accounts for the year ended March 31, 2014.
Working Results
Rs. in Lacs
For the year ended
31st March 2014 For the year ended
31 st March 2013
Turnover (including
Excise Duty) 3374 2794
Operating Gross Profit 851 483
Less : Financial Charges 8 14
Depreciation &
Other Amortisations 109 117 96 110
Profit/(Loss) before
Tax & exceptional items 734 373
Less : Exceptional
Items 29 19
Profit before tax 705 354
Less : Provision for
tax-Current year & 200 108
Add : Previous
Year Tax Adjustment 16
Net Profit before
Deferred Tax 521 216
Add : Deferred Tax
Liability 20 15
Surplus Available
for appropriation 541 231
OPERATIONS
Your Company foresees a good scope for the exports of its products.
However, frequent and wide fluctuations in foreign currency and tough
competition in the international market continues to be a challenge for
your Company.
So far your Company''s manufacturing plant in Rampur was running on
Diesel Generators as there was no power connection in the Plant.
During the last year, your Company was able to get Power Connection
from UPPCL. It has substantially reduced the energy cost and has made
positive impact on the profitability of the Company in the current year
and will be so in the years to come also.
Efforts are going on to develop more products of Colour Toner and your
Company is hopeful to achieve the desired results with the help of the
research team. Some other value added products have been added in the
product list, like the wide format printer toners and MICR toners.
ITDL Imagetec Limited a subsidiary of your Company in Sitarganj
(Uttrakhand), for the manufacture of Toners with a manufacturing
capacity of 1200 MT., is doing very well and giving satisfactory
results which are attached with the
Annual Report. This subsidiary Co. is planning to expand its
manufacturing capacity from 1200 MT to 1800 MT by 31st March, 2015.
Your company is always conscious for customers'' satisfaction and
strengthening and maintaining its established brand image. Therefore,
it is always the aim of your company to offer quality products at
reasonable prices, develop more effective logistics and expand the
distribution channels so that customers'' needs are catered by providing
faster service through better presence and greater market penetration.
RESEARCH AND DEVELOPMENT ACTIVITIES
Your Company continued the research and development activities during
the year in the key areas of product, process and material development.
Your Company has always given prime importance to Research &
Development which is the basis of your Company''s success. With the
help of the Pilot Plant, your Company has successfully developed new
quality products at competitive prices to face the global competition
and is very optimistic to develop many more products including Colour
Toner in the times to come.
Continuing recognition by the Department of Scientific and Industrial
Research, Ministry of Science & Technology to your In  House R & D
Unit is a moral boosting and an encouraging feature for the team of
your Research & Development Centre.
Your Company already started marketing of chemically prepared Colour
toner and doing further R & D to develop mechanically prepared colour
toners.
During the year the Company has incurred R & D expenses of Rs. 48.58
lacs in various heads in addition to Rs. 6.73 lacs for purchase of
capital items. Your Company has exhaustive programme of R & D
activities in the coming years.
DIRECTORS
Pursuant to Section 149 and other applicable provisions of the
Companies Act, 2013, your Directors are seeking appointment of Mr.
Sanjeev Goel, Mr. Vikram Prakash and Arun Kumar Garg as Independent
Directors for five consecutive years for a term upto 31st March, 2019.
Details of the proposal for appointment of Mr. Sanjeev Goel, Mr. Vikram
Prakash and Arun Kumar Garg are mentioned in the Explanatory Statement
under Section 102 of the Companies Act, 2013 of the Notice of the 24th
Annual General Meeting.
Accordingly, Mr. Kewal Krishan Dhiman shall retire at the forthcoming
Annual General Meeting and being eligible offers himself for
re-appointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
Independence as prescribed both under sub- section (6) of Section 149
of the Companies Act, 2013 and under clause 49 of the Listing Agreement
with the Stock Exchange.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect
to Directors'' Responsibility Statement, it is hereby confirmed that:-
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
(ii) the directors have 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;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
(iv) the directors have prepared the annual accounts on a going concern
basis.
STATUTORY AUDITORS & AUDITORS'' REPORT
M/s K. N. Gutgutia & Co., Chartered Accountants, New Delhi, Auditors of
the Company retire at the ensuing Annual General Meeting of the Company
and being eligible, offer themselves for re- appointment. The Company
has received letter from M/s. K. N. Gutgutia & Company to the effect
that their re-appointment, if made, would be within the prescribed
limits under Section 141(3)(g) of the Companies Act, 2013 and that they
are not disqualified for re-appointment.
M/s. K.N. Gutgutia & Co. is already functioning as auditors of the
Company for the last more than 10 years and as per provisions of the
Companies Act. 2013 and rules framed thereunder, they can hold office
for a maximum number of 3 years. The Audit Committee and the Board of
Directors recommends the reappointment of M/s K. N. Gutgutia & Co.
Auditors of the Company to hold office for a period of 3 years from the
Financial Year 2014-15 to 2016-2017 i.e. from the conclusion of the
ensuing 24th Annual General Meeting till the conclusion of the 26th
Annual General Meeting subject to ratification at every Annual General
Meeting
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
The reports and accounts of the Subsidiary Company as well as
consolidated accounts along with the Statement pursuant to Section 212
of the Companies Act, 1956 are annexed.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and other applicable provisions, if any, the Board of Directors on the
recommendations of the Audit Committee have appointed M/s. B.K. SHROFF
& CO., Chartered Accountants, 3/7-B, Asaf Ali Road, New Delhi  110
002, as Internal Auditors of the Company for the year 2014-15.
PERSONNEL
A Cordial Industrial relations continue to prevail thereby further
strengthening employees'' commitment to the growth of the Company.
The Board wishes to express its deep appreciation to all sections of
the Employees for their whole hearted efforts, co-operation and
outstanding contribution to the growth of the Company during the year.
Particulars of employees as required under section 217 (2A) of the
Companies Act, 1956 read with Company (Particulars of Employees) Rules,
1975 form part of this Report. However, the information is not being
sent alongwith the Annual Report as per Section 219 (I) (b) (iv) of the
Act. Any shareholder interested in obtaining such particulars may write
to the Company at its Corporate/Registered Office.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Additional information to the extent applicable on conservation of
energy, technology absorption, foreign exchange earning and outgo is
required to be disclosed in terms of Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, is given as
Annexure ''A'' and forms part of this report.
MANAGEMENT''S DISCUSSIONS AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Your directors have constituted the Corporate Social Responsibility
(CSR) Committee comprising of Shri Sanjeev Goel as the Chairman, Shri
Sushil Jain, and Shri Arun Kumar Garg as other members.
The said committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities.
DISCLOSURES UNDER LISTING AGREEMENT
Your Company is now listed only with Mumbai Stock Exchange Limited. The
Company is regular in paying the listing fees on demand and it has paid
fee upto the current financial year.
DEMATERIALISATION OF SECURITIES
As informed earlier, the shares of your Company were included in the
compulsory list for trading in dematerialisation form with effect from
30.10.2000 and your company had entered into necessary agreements with
both the Depositories i.e. NSDL (National Securities Depository
Limited) and CDSL (Central Depository Securities Limited). It is,
therefore, advisable to trade in the shares of the company in
dematerialisation form which is convenient and safe.
CORPORATE GOVERNANCE
In terms of Clause 49 of the Listing Agreement, a Report on Corporate
Governance alongwith a certificate from the Auditors of the Company on
the compliance of the conditions of Corporate Governance is provided
elsewhere in this Annual Report.
ACKNOWLEDGEMENT
Your Directors acknowledge the cooperation and assistance extended by
various agencies of the Central and State Governments, State Bank of
India and Customers. Your Directors also thank the shareholders for
their continued support.
For & on behalf of the Board
Place : New Delhi (SUSHIL JAIN)
Date : 21st May, 2014 Chairman & Managing Director
Mar 31, 2013
To The Members,
The Directors have pleasure in presenting the 23rd Annual Report
alongwith the Accounts for the year ended March 31,2013.
Working Results
Rs. in Lacs
For the year
ended 31st March
2013 For the year ended
31st March 2012
Turnover (including
Excise Duty) 2794 2670
Operating Gross Profit 483 475
Less: Financial Charges 14 4
Depreciations Other Amortisations 96 110 90 94
Prof it/{Loss) before Tax
& exceptional items 373 381
Less: Exception Items 19 17
Profit before tax 354 364
Less: Provision for
tax - Current year & 108 109
Previous Year Tax Adjustment
Net Profit before Deferred Tax 216 255
Add .Deferred Tax Liability 15 12
Surplus Available for appropriation 231 267
OPERATIONS
During the year, your Company concentrated mainly on exports. Therefore
out of the total turnover of Rs. 2794 lacs, more than 99% sales
amounting to Rs. 2755 lacs were from exports. Exports were 4% higher
during the year as against Rs. 2645 lacs in the previous year.
The consolidated financial results during the year including that of
its Subsidiary Companies were better i.e. sales Rs. 6856 lacs, profit
before tax Rs. 1251 lacs and profit aftertax Rs. 1095 lacs.
FUTURE OUTLOOK AND PLANS
Your Company foresees a good scope for the exports of its products.
However, frequent and vide fluctuations in foreign currency and tough
competition in the international market continues to be a challenge for
your Company.
So far your Company''s manufacturing plant in Rampur was running on
Diesel Generators as there was no power connection in the Plant. During
the year, your
Company was able to get Power Connection from UPPCL. It will
substantially reduce the energy cost and have a positive impact on the
profitability of the Company in the current year as well as in the
years to come.
Efforts are going on to develop more and more products of Colour Toner
and your Company is quite hopeful to achieve the desired results.
ITDL Imagetec Limited a subsidiary of your Company in Sitarganj
(Uttrakhand) for the manufacture of Toners & Developers with a
manufacturing capacity of 1200 MT. is doing very well and giving
satisfactory results which are attached with the Annual Report.
Your company is always conscious for customers'' satisfaction and
strengthening and maintaining its established brand image. Therefore,
it is always the aim of your company to offer quality products at
reasonable prices, develop more effective logistics and expand the
distribution channels so that customers'' needs are catered by providing
faster service through better presence and greater market penetration.
RESEARCH AND DEVELOPMENT ACTIVITIES
Your Company continued the research and development activities during
the year in the key areas of product, process and material development.
Your Company has always given primp importance to Research &
Development which is the basis of your Company''s success. With the help
of the Pilot Plant, your Company has successfully developed new quality
products at competitive prices to face the global competition and is
very optimistic to develop many more products including Colour Toner in
the times to come.
Continuing recognition by the Department of Scientific and Industrial
Research, Ministry of Science & Technology to your In - House R&D Unit
is a moral boosting and an encouraging feature for the team of your
Research & Development Centre.
Your Company already started marketing of chemically prepared Colour
toner and doing further R & D to develop mechanically prepared colour
toners.
During the year the Company has incurred R&D expenses of Rs. 60.47 lacs
in various heads in addition to Rs. 0.48 lacs for purchase of capital
items. Your Company has exhaustive programme of R & D activities in the
coming years.
FIXED DEPOSITS
The Company has not invited any deposits within the meaning of Section
58A of the companies Act, 1956 and the rules made thereunder.
DIRECTORS
Shri Vikram Prakash and Shri Sanjeev Goel, Directors of your Company
will retire by rotation at the forthcoming Annual General Meeting and
being eligible offer themselves for re-appointment.
Shri Nirankar Saran Sharma, was a Whole Time Director of the Company
upto 26.03.2013 who resigned w.e.f. 27.03.2013
DIRECTORS'' RESPONSIBILITY
STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect
to Directors'' Responsibility Statement, it is hereby confirmed that:-
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) the directors have selected such account''^ 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 comoany for that period;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
(iv) the directors have prepared the annual accounts on a going concern
basis*.
AUDITORS
M/s K. N. Gutgutia & oo., Chartered Accountants, New Delhi, Auuuors of
the Company retire at the ensuing Annual General Meeting of the Company
and being eligible, offer themselves for re-appointment. The Requisite
Certificate Under Section 2§4 (1B)of The Companies Act, 1956 has been
received from them.
The reports and accounts of the Subsidiary Companies as well as
consolidated accounts along with the Statement pursuant to Section 212
of the Companies Act, 1956 are annexed.
OTHER INFORMATION
The other information required u/s 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is given in Annexure "A" of this
report.
The Corporate Office has been shifted to 1223, DLF Tower ''B'', Jasola,
New Delhi- 110025 w.e.f. 13th May, 2013.
PERSONNEL
Cordial Industrial relations continue to prevail thereby further
strengthening employees'' commitment to the growth of the Company.
The Board wishes to express its deep appreciation to all sections of
the Employees for their whole hearted efforts, co-operation and
outstanding contribution to the growth of the Company during the year.
Particulars of employees as required under section 217 (2A) of the
Companies Act, 1956 read with Company (Particulars of Employees) Rules,
1975 form part of this Report. However, the information is not being
sent alongwith the Annual Report as per Section 219 (I) (b) (iv) of the
Act. Any shareholder interested in obtaining such particulars may write
to the Company at its Corporate/Registered Office.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Additional information to the extent applicable on conservation of
energy, technology absorption, foreign exchange earning and outgo is
required to be disclosed in terms of Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the
Report of the Board of Directors) Rules, 1988, is annexed hereto and
forms part of this report.
DISCLOSURES UNDER LISTING AGREEMENT
Your Company is now listed only with Mumbai Stock Exchange Limited. The
Company is regular in paying the listing fees on demand and it has paid
fee upto the current financial year.
DEMATERIALISATION OF SECURITIES
As informed earlier, the s.iaios of your Company were included in the
corri|julsory list for trading in dematerialisation form with effect
from 30.10.2000 and your company had entered into necessary agreements
with both the Depositories i.e. NSDL (National Securities Depository
Limited) and CPSL vOentral Depository Securities Limited). It is,
therefore, advisable to trade in the shares of the company in
dematerialisation form which is convenient and safe.
CORPORATE GOVERNANCE
In terms of Clause 49 of the Listing Agreement, a Report on Corporate
Governance alongwith a certificate from the Auditors of the Company on
the compliance of the conditions of Corporate Governance is provided
elsewhere in this Annual.
ACKNOWLEDGEMENT
Your Directors acknowledge the cooperation and assistance extended by
various agencies of the Central and State Governments, State Bank of
India and Customers. Your Directors also thank the shareholders for
their continued support.
For & on behalf of the Board
Place : New Delhi (SUSHIL JAIN)
Date : 17th May, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 22nd Annual Report
alongwith the Accounts for the year ended March 31, 2012.
Working Results
Rs. in Lacs
For the
year ended
31st March 2012 For the year
ended 31st March 2011
Turnover (including Excise
Duty) 2670 2540
Operating Gross Profit 475 380
Less: Financial Charges 4 4
Depreciation & Other
Amortisations 90 94 148 152
Profit/(Loss) before Tax &
exceptional items 381 228
Less: Exception Items 17 -
Profit before tax 364 228
Less : Provision for tax
- Current year & 109 105
Previous Year Tax Adjustment
Net Profit before Deferred Tax 255 123
Add : Deferred Tax Liability 12 27
Surplus Available for appropriation 267 150
OPERATIONS
During the year, your Company concentrated mainly on exports. Therefore
out of the total turnover of Rs. 2670 lacs, more than 99% sales
amounting to Rs. 2645 lacs were from exports. Exports were 7% higher
during the year as against Rs. 2479 lacs in the previous year.
The consolidated financial results during the year including that of
its Subsidiary Companies were better i.e. sales Rs. 6204 , lacs, profit
before tax Rs. 967 lacs and profit after tax Rs. 785 lacs.
FUTURE OUTLOOK AND PLANS
Your Company foresees a good scope for the exports of its products.
However, fluctuation in foreign currency and tough competition in the
international market will continue to be a challenge for your Company.
During the year, your Company was awarded the status of an Export
House. It has strengthened the image of your company and made your
Company eligible for various benefits available to Export Houses.
Efforts are going on to develop more and more products of Colour Toner
and your Company is quite hopeful to achieve the desired results.
ITDL Imagetec Limited a subsidiary of your Company in Sitarganj
(Uttrakhand) for the manufacture of Toners & Developers with a
manufacturing capacity of 1200 MT. is doing very well and giving
satisfactory results which are attached with the Annual Report.
Your company is always conscious for customers' satisfaction and
strengthening its established brand image. Therefore, it is always the
aim of your company to offer quality products at reasonable prices,
develop more effective logistics, and expand the distribution channels
so that customers' needs are catered by providing faster service
through better presence and greater market penetration.
RESEARCH AND DEVELOPMENT ACTIVITIES
Your Company continued the research and development activities during
the year in the key areas of product, process and material development.
Your Company has always given prime importance to Research &
Development which is the basis of your Company's success. With the
help of the Pilot Plant, your Company has successfully developed new
quality products at competitive prices to face the global competition
and is very optimistic to develop many more products including Colour
Toner in the times to come.
Continuing recognition by the Department of Scientific and Industrial
Research, Ministry of Science & Technology to your In - House R & D
Unit is a moral boosting and an encouraging feature for the team of
your Research & Development Centre.
Your Company already started marketing of chemically prepared Colour
toner and doing further R & D to develop mechanically prepared colour
toners.
During the year the Company has incurred R & D expenses of Rs. 67.17
lacs in various heads (including Raw Material Consumption of Rs. 5.26
lacs) in addition to Rs. 17.25 lacs for purchase of capital items. Your
Company has exhaustive programme of R & D activities in the coming
years.
FIXED DEPOSITS
The Company has not invited any deposits within the meaning of Section
58A of the companies Act, 1956 and the rules made thereunder.
DIRECTORS
Shri Pawan Kumar Kanoria and Dr. Mauji Ram Jain, Directors of your
Company will retire by rotation at the forthcoming Annual General
Meeting and being eligible offer themselves for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the, Companies Act, 1956, with respect
to Directors' Responsibility Statement, it is hereby confirmed that:-
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
(ii) the directors have 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;
(iii)the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
(iv)the directors have prepared the annual accounts on a going concern
basis.
AUDITORS
M/s K. N. Gutgutia & Co., Chartered Accountants, New Delhi, Auditors of
the Company retire at the ensuing Annual General Meeting of the Company
and being eligible, offer themselves for re-appointment.
The Requisite Certificate Under Section 224 (1B)of The Companies Act,
1956 has been received from them.
The reports and accounts of the Subsidiary Companies as well as
consolidated accounts along with the Statement pursuant to Section 212
of the Companies Act, 1956 are annexed.
OTHER INFORMATION
The other information required u/s 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is given in Annexure "A" of
this report.
PERSONNEL
Cordial Industrial relations continue to prevail thereby further
strengthening employees' commitment to the growth of the Company.
The Board wishes to express its deep appreciation to all sections of
the Employees for their whole hearted efforts, co-operation and
outstanding contribution to the growth of the Company during the year.
Particulars of employees as required under section 217 (2A) of the
Companies Act, 1956 read with Company (Particulars of Employees) Rules,
1975 form part of this Report. However, the information is not being
sent alongwith the Annual Report as per Section 219 (I) (b) (iv) of the
Act. Any shareholder interested in obtaining such particulars may write
to the Company at its Corporate/Registered Office.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Additional information to the extent applicable on conservation of
energy, technology absorption, foreign exchange earning and outgo is
required to be disclosed in terms of Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, is annexed hereto
and forms part of this report.
DISCLOSURES UNDER LISTING AGREEMENT
Your Company is now listed only with Mumbai Stock Exchange Limited. The
Company is regular in paying the listing fees on demand and it has paid
fee upto the current financial year.
DEMATERIALISATION OF SECURITIES
As informed earlier, the shares of your Company were included in the
compulsory list for trading in dematerialisation form with effect from
30.10.2000 and your company had entered into necessary agreements with
both the Depositories i.e. NSDL (National Securities Depository
Limited) and CDSL (Central Depository Securities Limited). It is,
therefore, advisable to trade in the shares of the company in
dematerialisation form which is convenient and safe.
CORPORATE GOVERNANCE
In terms of Clause 49 of the Listing Agreement, a Report on Corporate
Governance alongwith a certificate from the Auditors of the Company on
the compliance of the conditions of Corporate Governance is provided
elsewhere in this Annual Report.
ACKNOWLEDGEMENT
Your Directors acknowledge the cooperation and assistance extended by
various agencies of the Central and State Governments, State Bank of
India and ' Customers. Your Directors also thank the shareholders for
their continued support.
For & on behalf of the Board
Place : New Delhi (SUSHIL JAIN)
Date : 29th May, 2012 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 20,th Annual Report
alongwith the Accounts for the year ended March 31,2010.
Working Results
Rs. in Lacs
For the year ended
31st March 2010 For the year ended 31st March 2009
Turnover (including
Excise Duty) 3187 4759
Operating Gross Profit 543 687
Less: Financial
Charges 26 26
Depreciation & Other
Amortisations 186 212 181 207
Profit/(Loss) before Tax 331 480
Less : Provision for
tax-Current Year 139 204
Net Profit/(Loss)
before Deferred Tax , 192 276
Add:. Deferred Tax
liability 30 39
Surplus Available for
appropriation 222 315
OPERATIONS
During the year, your Company achieved turnover of Rs. 3187 lacs as
against Rs. 4759 Lacs during preceding year. The exports of your
Company during the year were Rs. 2062 lacs as against Rs. 1637 lacs in
the previous year showing an increase of 26.%. The production during
the year was 788 MT as against 978 MT for the last year. The Company is
hopeful in posting a much better performance in the current year.
The consolidated financial results during the year including that of
its Subsidiary Companies were better i.e. sales Rs. 5970 lacs, profit
before tax Rs. 803 lacs and profit after tax Rs. 501 lacs.
FUTURE OUTLOOK AND PLANS
Your Company foresees a good scope for the exports of its products.
However, fluctuation in foreign currency and tough competition in the
international market will continue to be a challenge for your Company.
Your Company has planned to enter into the Colour Toner Market and has
already started working on it by taking various positive and proactive
steps and its R&D efforts in this direction is going on. It is
expected that your Company will enter the Color Toner market in the
coming year.lTDL Imagetec Limited a subsidiary of your Company has set
up in Sitarganj (Uttrakhand) for the manufacture of Toners & Developers
with a manufacturing capacity of 1200 MT. has started commercial
production from April 2009 and given satisfactory results which are
attached with the Annual Report.
The fight against clandestine import by unethical means is an ongoing
process and your Company is quite hopeful that despite of these odds,
it will be able to manage and maintain its race to increase its
turnover and profits by increasing its market share both in domestic
and international markets.
Your company is always conscious for customers satisfaction and
strengthening its established brand image. Therefore, it is always the
aim of your company to offer quality products at reasonable prices,
develop more effective logistics, and expand the distribution channels
so that customers needs are catered by providing faster service
through better presence and greater market penetration.
RESEARCH AND DEVELOPMENT ACTIVITIES
Research and Development has always been the cornerstone of your
Companys success. With the help of the Pilot Plant, your Company has
successfully developed new quality products at competitive prices to
face the global competition and is very optimistic to develop many more
products including Color Toner in the times to come.
Continuing recognition by the Department of Scientific and Industrial
Research, Ministry of Science & Technology to your In - House R&D Unit
is a moral boosting and an encouraging feature for the team of your
Research & Development Centre.
Your Company has already started R & D on Colour Toner and is quite
hopeful to introduce the same in the market in the coming year.
During the year the Company has incurred R&D expenses of Rs.53.58 lacs
in various heads (including Raw Material Consumption of Rs. 10.28 lacs)
in addition to Rs. 4.07 lacs for purchase of capital items. Your
Company has exhaustive programme of R & D activities in the coming
years.
FIXED DEPOSITS
The Company has not invited any deposits within the meaning of Section
58A of the companies Act, 1956 and the rules made thereunder.
DIRECTORS
Shri J.S. Varshneya and Dr. M. R. Jain, Directors of your Company will
retire by rotation at the forthcoming Annual General Meeting and being
eligible offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect
to Directors Responsbility Statement, it is hereby confirmed that:-
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
(ii) the directors have 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;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
(iv) the directors have prepared the annual accounts on a going concern
basis.
AUDITORS
M/s K, N. Gutgutia & Co., Chartered Accountants, New Delhi, Auditors of
the Company retire at the ensuing Annual General Meeting of the Company
and being eligible, offer themselves for re-appointment. The Requisite
Certificate Under Section 224 (1B) of The Companies Act, 1956 has been
received from them.
The reports and accounts of the Subsidiary Companies as well as
consolidated accounts along with the Statement pursuant to Section 212
of the Companies Act, 1956 are annexed.
OTHER INFORMATION
The other information required u/s 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988 is given in Annexure "A" of this
report.
PERSONNEL
Cordial Industrial relations continue to prevail thereby further
strengthening employees commitment to the growth of the Company.
DEMATERIALISATION OF SECURITIES
The Board wishes to express its deep appreciation to all sections of
the Employees for their whole hearted efforts, co-operation and
outstanding contribution to the growth of the Company during the year.
Particulars of employees as required under section 217 (2A) of the
Companies Act, 1956 read with Company (Particulars of Employees) Rules,
1975 form part of this Report. However, the information is not being
sent alongwith the Annual Report as per Section 219 (I) (b) (iv) of the
Act. Any shareholder interested in obtaining such particulars may write
to the Company at its Corporate/Registered Office.
ENERGY.TECHNOLOGY & FOREIGN EXCHANGE
Additional information to the extent applicable on conservation of
energy, technology absorption, foreign exchange earning and outgo is
required to be disclosed in terms of Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988, is annexed hereto
and forms part of this report.
DISCLOSURES UNDER LISTING AGREEMENT
Your Company is now listed only with Mumbai Stock Exchange Limited. The
Company is regular in paying the listing fees on demand and it has paid
fee upto the current financial year.
As informed earlier, the shares of your Company were included in the
compulsory list for trading in dematerialisation form with effect from
30.10.2000 and your company had entered into necessary agreements with
both the Depositories i.e. NSDL (National Securities Depository
Limited) and CDSL (Central Depository Securities Limited). It is,
therefore, advisable to trade in the shares of the company in
dematerialisation form which is convenient and safe.
CORPORATE GOVERNANCE
In terms of Clause 49 of the Listing Agreement, a Report on Corporate
Governance alongwith a certificate from the Auditors of the Company on
the compliance of the conditions of Corporate Governance is provided
elsewhere in this Annual Report.
ACKNOWLEDGEMENT
Your Directors acknowledge the cooperation and assistance extended by
various agencies of the Central and State Governments, Financial
Institutions, State Bank of India and Customers. Your Directors also
thank the shareholders for their continued support.
Place : New Delhi
Date : 30th May, 2010
For & on behalf of the Board
(SUSHILJAIN)
Chairman & Managing Director
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