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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of ITL Industries Ltd.

Mar 31, 2024

Your directors have great delight in presenting the 36th Annual Report along with Companyâs Audited Financial Statement for the financial year ended March 31,2024.

l	FINANCIAL RESULTS:			(Amount in Lacs)
	Particulars	Standalone		Consolidated
		2023-24	2022-2023	2023-24	2022- 023
^a)	Sales & Other Income	16184.12	14647.40	16203.43	14647.10
b)	Profit before interest, Depreciation & Tax	1459.18	1289.40	1547.28	1351.77
^c)	Less : - Interest and Finance Charges	149.65	132.36	176.45	164.09
	- Depreciation	122.04	10.60	142.04	127.66
d)	Profit bef reTax	1187.49	1045.11	1228.79	1060.02
^e)	Less : Provisi on for Tax Current y ar	293.28	285.43	293.28	285.43
f)	Less : Deferred Tax Provided (Written back)	-0.96	-5.11	-0.16	-3.39
h)	Profit after Tax	895.17	764.79	916.45	771.72
i)	Profit brought forward from previous year	572.53	457.75	572.53	457.75
j)	Profit available for appropriations	1467.71	1222.32	1481.48	121 5.02
k)	Transferred to General Reserve	750.00	650.00	750.00	650.00
n)	Balance carried t o Balance Sheet	685.66	572.32	699.44	565.02

â¢ OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE

The companyâs performance during Financial Year 2023-24 on a standalone and consolidated basis were as follows -

A. The company standalone revenue were Rs. 16184.12 Lakhs in the financial year 2023-24 compared with Rs. 14647.40 Lakhs in the previous year (2022-23), showing a growth of 10.49%. The Profit before tax for the financial year 2023-24 is Rs.1187.49 against Rs. 1045.11 Lakhs in the year 2022-23. The profit after tax of the Company increased from Rs. 895.17 Lakhs to Rs. 764.79 Lakhs showing a growth of 17.04%.

B. The company consolidated revenue were Rs. 16203.43 Lakhs in the financial year 2023-24 compared with Rs. 14647.10 Lakhs in the previous year (2022-23), showing a growth of 10.63 %. The Profit before tax for the financial year 2023-24 is Rs.1228.79 against Rs. 1060.02 Lakhs in the year 2022-23. The profit after tax of the Company increased from Rs. 771.72 Lakhs to Rs. 916.45 Lakhs showing a growth of 18.75%.

â¢ CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your Company during the financial year.

â¢ FUTURE OUTLOOK:

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors:

(a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in

order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and; (f) revival in credit demand from the private sector.

â¢ TRANSFER TO GENERAL RESERVES

The Company proposes to transfer Rs. 750.00 Lacs to the general reserves out of the amount available for appropriations.

â¢ SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2024 was Rs. 3,20,43,000 divided into 3204300 equity shares of Rs. 10/-each. There has been no change in the capital structure of Company during the year under review.

l DIVIDEND:

Your Directors are pleased to recommend Dividend at the rate of Rs. 1.00 Per share (previous year Rs.1.00 per share) for the year ended 31st March, 2024 subject to approval of the members in the ensuing Annual General Meeting.

l MANAGEMENT:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Change in Directors

during the Financial Year2023-24: -

(a) Re-appointment of Director under retire by rotation during the Financial Year 2023-24:

During the year the shareholders at the 35th AGM held on 29th September, 2023 has approved the re-appointment of Mahendra Jain (DIN: 00256047), who was appointed for 3 years as joint managing director in the 33rd Annual General Meeting held on September 23, 2021 and for compliance with the section, the company was retiring him and he was eligible for re-appointment.

(b) Re-appointment of Non-Executive Independent Director during the Financial Year 2023-24

During the year the shareholders at the 35th AGM held on 29th September, 2023 has confirmed the re-appointment of Mr. Rajesh Jain (DIN: 01216467) as a Non-Executive Independent Director for a second term of 5 (five) consecutive years on the Board of the Company commencing from November 14, 2023 upto November 13, 2028 (both days inclusive).

During the year the shareholders at the 35th AGM held on 29th September, 2023 has appointed Mr. Vinod Kumar Jain (DIN: 10289373) as a Non-Executive Independent Director for a first term of 2 (two) consecutive years on the Board ofthe Company commencing from August 25, 2023 to August 24, 2025 (both days inclusive).

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

The Board of directors upon the recommendation of the Nomination and Remuneration Committee at their meeting held on 25th August, 2023 has appointed Mr. Vinod Kumar Jain (DIN: 10289373) as Non-Executive Additional Directors under the category of Independent Directors and the Board is of the opinion that he carry integrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment and he is also passed online proficiency self-assessment test conducted by IICA.

(d) Cessation of Non-Executive Independent Director during the Financial Year 2023-24

During the year Mr. Niranjan Chakraborty (DIN: 00443524) ceased as a Non-Executive-Independent Director of the company with effect from close of business hours on 31st March, 2024, due to tenure completion of his second term as Independent Director pursuant to Section 149 ofthe Companies Act, 2013.

Directors liable to retire by rotation and seeking re-appointment:

Company and in compliance with the said section the company is putting Item No. 3 in the Annual General Meeting Notice relating to the appointment of Shri Mahendra Jain (DIN: 00256047), who was appointed for 3 years as joint managing director in the 33rd Annual General Meeting held on September 23, 2021 and for compliance with the section, the company is retiring him and he is eligible for re-appointment.

Executive Director seeking re-appointment

(a) The tenure of Mr. Rajendra Jain (DIN: 00256515), Executive Director designated as the Managing Director will be completed on 31st January, 2025 therefore, the Board upon the recommendation of the Nomination and Remuneration Committee proposes his re-appointment for a further period of Three (3) years and revision in the remuneration w.e.f. 1st February, 2025 . He has attained the age of 70 years therefore the re-appointment would be in confirmation as per the proviso of section 196(3)(a) of the Companies Act, 2013. Your Board of directors recommends passing special resolution as per the Companies Act, 2013 & SEBI (LODR) Regulation, 2015 as set out in the Item No. 4 notice ofthe Annual General Meeting.

(b) The tenure of Mr. Mahendra Jain (DIN: 00256047), Executive Director designated as the Joint Managing Director will be completed on 31st January, 2025 therefore, the Board upon the recommendation of the Nomination and Remuneration Committee proposes his re-appointment for a further period of Three (3) years and revision in the remuneration w.e.f. 1st February, 2025 . who will be attained the age 70 years in October, 2027 therefore the reappointment would be in confirmation as per the proviso of section 196(3)(a) of the Companies Act, 2013. Your Board of directors recommends passing special resolution as per the Companies Act, 2013 & SEBI (LODR) Regulation, 2015 as set out in the Item No. 5 notice ofthe Annual General Meeting.

Non-Executive Director (Independent Director) seeking appointment/re-appointment:

(a) Appointment-

Two consecutive term of five years existing Non-Executive Independent Director Dr. Pratima Jain (DIN -06955665) is going to be completed on September 26, 2024. As per section 149 (10) of the Companies Act, 2013 existing Independent Director cannot continue beyond the two terms. Company need to appoint a woman Non-Executive Independent Director.

Recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 24th August, 2024 has appointed Ms. Apoorva Doshi (DIN: 10738787) as an additional Director in the category of Non-Executive Independent Woman Directors of the Company with effect from August 24, 2024 for a period of 5 consecutive years till August 23, 2029 subject to confirmation of their appointment as a Director under the category ofNon-Executive Independent Woman Directors by shareholders at the ensuing Annual General Meeting ofthe company,

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year to be appointed:

The Board of directors upon the recommendation of the Nomination and Remuneration Committee at their meeting held on 24th August, 2024 has appointed Ms. Apoorva Doshi (DIN: 10738787) as an additional Director in the category of NonExecutive Independent Woman Directors of the Company with effect from August 24, 2024 for a period of 5 consecutive years till August 23, 2029 subject to confirmation of their appointment as a Director under the category of Non-Executive Independent Woman Directors Subject to approval of shareholders at the ensuing Annual General Meeting of the company. Board is of the opinion that her appointment is very much beneficial to the company and therefore it is desirable to continue to avail her services as an Independent Director.

Your Board of Directors recommends passing of necessary resolution to that effect as set out in the Item No. 8 notice of the Annual General Meeting.

(b) Re-appointment-

Mr. Vinod Kumar Jain (holding DIN: 10289373), who was appointed as an Independent Director of the Company for a term of 2 (two) consecutive years commencing from August 25, 2023 upto August 24, 2025 (both days inclusive) and who

being eligible for re-appointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years on the Board of the Company commencing from August 25, 2025 upto August 24, 2030 (both days inclusive), Subject to approval of shareholders at the ensuing Annual General Meeting of the company,

Your Board of Directors recommends passing of necessary resolution to that effect as set out in the Item No. 6 notice of the Annual General Meeting.

Changes in KMPs:-

During the year under review there is no change in KMPs.

Independent directors

During the year under review *Mr. Niranjan Chakraborty; Mrs. Pratima Jain; Mr. Rajesh Jain and **Mr. Vinod Kumar Jain were Independent Director of the Company.

*Mr. Niranjan Chakraborty ceased/ retired from the directorship of the Company from the close of business hours on March 31,2024 due to completion of his second and final tenure as Independent Director of the Company.

**Mr. Vinod Kumar Jain (holding DIN: 10289373), who was appointed as an Independent Director of the Company for a term of 2 (two) consecutive years commencing from August 25, 2023 upto August 24, 2025 (both days inclusive).

â¢ FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

â¢ BOARD AND COMMITTEE MEETINGS

The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part ofthe Annual Report.

â¢ DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(C) ofthe Companies Act, 2013:

a) that in the preparation ofthe annual financial statements for the year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating

effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

â¢ PUBLIC DEPOSIT:

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 73 ofthe Companies Act, 2013 and rules.

â¢ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the notes to Financial Statements forming part of Annual Report.

â¢ AUDITORS AND THEIR REPORT:

A. Statutory auditors

M/s Mahendra Badjatya & Co. Chartered Accountants, (ICAI FRN 001457C), has been re-appointed as the Statutory Auditors of the Company for the second consecutive term of five years at the 34th Annual General Meeting held on 28.09.2022 till the conclusion ofthe 39th Annual General Meeting to be held in the year 2027.

The Standalone and Consolidated Auditors Report and the Notes on financial statement for the year financial year 2023-24 referred to in the Auditorâs Report are self-explanatory and does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

B. Secretarial auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s I G & Associates, Company Secretaries, F.R. No.: I2013MP1054000, to undertake the secretarial audit ofthe company for the financial year 2024-25.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments given. The Report of the Secretarial Audit for the year 2023-24 in the Form MR-3 is annexed herewith as Annexure-D forming part of this report.

C. Cost auditors

As per the requirement of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has been carrying out audit of Cost Records.

The Board of Directors, on the recommendation of Audit Committee, has appointed Yash & Associates, Cost Accountants (FRN: 005252), as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2024-25 at a remuneration of Rs. 22,000/- (Rupees Twenty Two Thousand only) & re-imbursement of out-of- pocket expenses as required under the Companies Act, 2013. A resolution seeking membersâ approval for the remuneration payable to the Cost Auditor forms part ofthe Notice convening the Annual General Meeting.

D. Internal auditors

The Board of Directors, on the recommendation of Audit Committee, has appointed, Mrs. Pratibha Kothari, Chartered Accountants as Internal Auditor of the Company for the financial year 2024-25 to perform the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

â¢ TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2016-17 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. During the financial year 2023-24, The Company has Transfer 6,259 (Six Thousand Two Hundred Fifty Nine) Equity Shares to Investors Education and Protection Fund (IEPF) related to the concerned shareholders have not claimed dividend for a period of 7 consecutive years.

â¢ ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated

under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is given in the âAnnexure-Aâ forming part of this report.

â¢ INDUSTRIAL RELATIONS:

Industrial relations of the Company remained cordial during the year.

â¢ SUBSIDIARY COMPANY:

M/s. M.M. Metals Pvt. Ltd. is subsidiary of your Company.

Pursuant to the provisions of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of your Company which is forming part of this Annual Report. Further, a Statement containing salient features of financial information of the Subsidiary Company/Associate Company is disclosed in the prescribed format AOC-1, pursuant to Provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report "Annexure-B" The Statement also provides details of performance and financial position of each of the Companies.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related information of the Company and the Audited Accounts of the Subsidiaries Company, is available on our website i.e. www.itl.co.in. These documents shall also be available for inspection during the business, i.e. between 9.30 A.M. to 5.00 P.M. on all working days at the Registered Office of the Company.

â¢ RELATED PARTY TRANSACTIONS:

All related party transactions conducted in the last financial year were carried out on an arms-length basis and were consistent with our ordinary course of business. For further details, please refer to "Annexure-C" included with this report.

In compliance with Regulation 23 of the Listing Regulations, any transactions requiring shareholders'' approval are outlined in the Notice section of this Annual Report.

All Related Party Transactions are presented to the Audit Committee for prior approval. For transactions that are repetitive or unpredictable in nature, prior omnibus approval from the Audit Committee is sought.

â¢ CORPORATE SOCIAL RESPONSIBILITY (CSR) :

During the year under review, your Company having profit before tax of Rs. 1187.49 Lakhs and as per provisions of Section135 of the Companies Act, 2013, every company having net worth of rupees five hundred Crore or more or turnover of rupees one thousand crore or more or a net Profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors out of which at least one director shall be an independent director;

Accordingly Board has constituted Corporate Social Responsibility Committee in its meeting held on 13 August, 2018 comprising following members:-

1. Shri Rajendra Jain - Chairman

2. Shri Mahendra Jain - Member

3. Dr. Pratima Jain - Member

monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.

Further expenses towards CSR activities will be done in current financial year and will be review time to time.

The Company''s CSR Policy lays out the vision, objectives and implementation mechanisms. The Company''s CSR policy is available on the Company''s website at www.itl.co.in The Company''s CSR activities have traditionally focused on education, skill development, health, environment and promoting sustainable practice. Annual Report on CSR activates is annexed herewith as âAnnexure-Eâ.

â¢ REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELAND PARTICULARS OF EMPLOYEE:

In accordance with section 178 and other applicable provisions if any, of the Companies Act 2013 read with the rules issued under there, the Board of Directors formulated the Nomination and Remuneration Policy of your Company ion the recommendations of the Nomination and Remuneration Committee. Details of Policy covering these Requirements have disclosed in Corporate Governance Report.

During the year none of the employee of the company is drawing more than 1.02 Cr. per annum or Rs. 8.50 Lakhs per month for the part of the year, therefore Particulars of the employee as require under section 197 of the Companies Act 2013 read with rule 5(2) & 5 (2) of the Companies (appointment and remuneration) Rule 2014 are not applicable Details attached as âAnnexure-Fâ.

â¢ REPORT ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION A NALYSIS :

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, a spate titled âReport on Corporate Governance and Management Discussion and Analysisâ forms part of this Annual Report.

Certificate confirming compliance with conditions of Corporate Governance as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, also forms parts of this Annual Report.

â¢ DISCLOSURE ON ESTABLISHMENT OFAVIGIL MECHANISM/WHITLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company. The Whistle Blower Policy has been posted on the website of the company www.itl.co.in.

â¢ SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status ofthe Company.

â¢ CODE OF CONDUCT:

The Company laid down a code of conduct for all Board Members and Senior Management and Independent Directors of the Company. All the Board Members including Independent Directors and Senior Management Personnel have armed compliance with the Code of Conduct. Declaration on adherence to the code of Conduct is forming part of the Corporate Governance Report.

â¢ STATEMENT INDICATING DEVLOPMENT & IMPLEMENTATION OF RISK MANAGEMNT POLICY:

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The code

of conduct disclosed on the Companyâs website i.e. www.itl.co.in.

â¢ SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVANTION PROHIBITION& REDRESSAL) ACT, 2013:

The Company has in place and Anti Sexual Harassment Policy in line with requirements of the Sexual Harassment of the Women at Workplace (Prevention Prohibition and Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup to redress the Complaints received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

â¢ PREVENTION OF INSDER TRADING:

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The code requires Trading Plan, pre clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Companyâ 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.

â¢ LISTING OF SHARES:

Company shares are listed on BSE Limited only. The company has paid annual listing fee for financial year 2023-24.

â¢ DEPOSITORY SYSTEM:

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid. The Company has paid the annual custodian fee to respective depositories.

â¢ EXTRACT OFANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 for the year ended 31st March, 2024 is hosted on www.itl.co.in. The same shall be filed to Registrar of Companies after annual General Meeting to be held on 28th September, 2024.

â¢ CONSOLIDATED FINANCIAL STATEMENTS:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, viz M/s. M.M. Metals Pvt. Ltd. And consolidating the financial information''s of associates on equity method as prepared in compliance with the accounting standards and listing agreement.

â¢ ACKNOWLEDGEMENT:

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company.

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions. We would also like to express thanks to our Shareholders for their confidence and understanding.

Mar 31, 2023

Your directors have great delight in presenting the 35^th Annual Report along with Companyâs Audited Financial Statement for the financial year ended March 31,2023.

0 FINANCIAL RESULTS: (Amount in Lacs)

	Particulars	Standalone		Consolidated
		2022-2023	2021-2022	2022-2023	2021-2022
a)	Sales & Other Income	14647.40	11524.90	14651.10	11528.52
b)	Profit before interest, Depreciation & Tax	1289.40	1028.25	1353.12	1101.78
c)	Less : - Interest and Finance Charges	133.71	118.03	165.44	147.23
	- Depreciation	110.60	128.79	127.66	145.28
d)	Profit before Tax	1045.10	781.43	1060.02	809.27
e)	Less : Provision for Tax Current year	270.00	200.00	270.00	200.00
f)	Less : Deferred Tax Liabilities	-4.88	-24.29	-3.16	-20.94
g)	Less : Income Tax earlier year	15.43	30.41	15.43	30.41
h)	Profit after Tax	764.56	575.31	771.49	588.17
i)	Profit brought forward from previous year	457.75	398.47	457.75	398.47
^j)	Profit available for appropriations	1222.32	973.78	1215.02	959.34
k)	Transferred to General Reserve	650.00	500.00	650.00	500.00
l)	Dividend	0.00	16.02	0.00	16.02
n)	Balance carried to Balance Sheet	572.32	457.75	565.02	443.32

0 OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE

The companyâs performance during Financial Year 2022-23 on a standalone and consolidated basis were as follows -

A. The company standalone revenue were Rs. 14647.40 Lakhs in the financial year 2022-23 compared with Rs. 11524.90 Lakhs in the previous year (2021-22), showing a growth of 27.09 %. The Profit before tax for the financial year 2022-23 is Rs.1045.10 against Rs. 781.43 Lakhs in the year 2021-22. The profit after tax ofthe Company increased from Rs. 575.31 Lakhs to Rs. 764.56 Lakhs showing a growth of 32.90%.

B. The company consolidated revenue were Rs. 14651.10 Lakhs in the financial year 2022-23 compared with Rs. 11528.52 Lakhs in the previous year (2021-22), showing a growth of 27.09 %. The Profit before tax for the financial year 2022-23 is Rs.1060.02 against Rs. 809.27 Lakhs in the year 2021-22. The profit after tax ofthe Company increased from Rs. 588.17 Lakhs to Rs. 771.49 Lakhs showing a growth of 31.17%.

0 CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of your Company during the financial year.

0 FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and; (f) revival in credit demand from the private sector.

0 TRANSFER TO GENERAL RESERVES

The Company proposes to transfer Rs. 650.00 Lacs to the general reserves out of the amount available for appropriations.

0 SHARE CAPITAL:

The paid up Equity Share Capital as on 31^st March, 2023 was Rs. 3,20,43,000 divided into 3204300 equity shares of Rs. 10/-

each. There has been no change in the capital structure of Company during the year under review.

0 DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 1.00 Per share (previous year Rs.0.50 per share) for the year ended 31^st March, 2023 subject to approval of the members in the ensuing Annual General Meeting.

0 MANAGEMENT:

i) Directors and key managerial perrsonnel Changes in Directors:-

During the year under review there is no change in Directors.

Directors liable to retire by rotation and seeking re-appointment:

As per the provisions of section 152 of the Companies Act, 2013 there is a requirement of not less two third of the total number of directors are liable to retire by rotation in every annual general meeting, the company has a board comprising of executive and non-executive directors and there is no director who is eligible for the retire by rotation in this annual general meeting. Although the Company is always ready to comply with all the rules and regulations which are applicable to the Company and in compliance with the said section the company is putting Item No. 3 in the Annual General Meeting Notice relating to the appointment of Shri Mahendra Jain (DIN: 00256047), who was appointed for 3 years as joint managing director in the 33^rd Annual General Meeting held on September 23, 2021 and for compliance with the section, the company is retiring him and he is eligible for re-appointment.

Non-Executive Director (Independent Director) seeking appointment/re-appointment:

â¢ Two consecutive terms of five years existing Non-Executive Independent Directors Mr. Niranjan Chakarborty

(DIN 00443524) on 31^st March, 2024. As per section 149 (10) of the Companies Act, 2013

existing Independent Director cannot continue beyond the two terms. Company needs to appoint Independent Directors.

â¢ Pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (âthe Actâ) [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), as amended from time to time, Mr. Rajesh Jain (holding DIN: 01216467), who was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from November 14, 2018 upto November 13,2023 (both days inclusive) and who being eligible for re-appointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years on the Board of the Company commencing from November 14, 2023 upto November 13, 2028 (both days inclusive).

Your Board of Directors recommends passing of necessary resolution to that effect as set out in the Item No. 4 notice of the Annual General Meeting.

â¢ Pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions ofthe Companies Act, 2013 (âthe Actâ) read with the Rules framed thereunder, and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (âthe LODR Regulationsâ) [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], and Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and that of the Board, Mr. Vinod Kumar Jain (DIN:10289373), who was appointed as an Additional Director in the capacity of Non-Executive Independent Director

with effect from August 25, 2023, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a period of 2 consecutive (two) years till August 24, 2025, and that he shall not be liable to retire by rotation.

Your Board of Directors recommends passing of necessary resolution to that effect as set out in the Item No. 13 notice of the Annual General Meeting.

Changes in KMPs:-

During the year under review there is no change in KMPs.

Independent directors

During the year under review Mr. Niranjan Chakraborty; Mrs. Pratima Jain and Mr. Rajesh Jain were Independent Director of the Company and there is no change in the Independent Directors of the Company.

0 FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

0 BOARD AND COMMITTEE MEETINGS

0 DIRECTORS'' RESPONSIBILITY STATEMENT:

a) that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year on that date;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

0 PUBLIC DEPOSIT:

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 73 ofthe Companies Act, 2013 and rules.

0 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013

are given in the notes to Financial Statements forming part of Annual Report.

0 AUDITORS:

- Statutory auditors

M/s Mahendra Badjatya & Co. Chartered Accountants, (ICAI FRN 001457C), has been re-appointed as the Statutory Auditors of the Company for the second consecutive term of five years at the 34^th Annual General Meeting held on 28.09.2022 till the conclusion of the 39^th Annual General Meeting to be held in the year 2027.

- Secretarial auditors

Cost auditors

As per the requirement of Central Government and pursuant to the provisions of Section 148 ofthe Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company has been carrying out audit of Cost Records.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s SMRITI & CO., Cost Accountants (FRN: 101663), as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2022-23 at a remuneration ofRs. 43,500/- (Rupees Forty Three Thousand Five Hundred only) & re-imbursement of out-of- pocket expenses as required under the Companies Act, 2013. A resolution seeking membersâ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s SMRITI & CO., Cost Accountants (FRN: 101663), as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2023-24 at a remuneration of Rs. 43,500/- (Rupees Forty Three Thousand Five Hundred only) & re-imbursement of out-of- pocket expenses as required under the Companies Act, 2013. A resolution seeking membersâ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

- internal auditors

Mrs. Pratibha Kothari, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

0 TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2014-15 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. During the financial year 2022-23, The Company has Transfer 6,330 (Six Thousand Three Hundred Thirty) Equity Shares to Investors Education and Protection Fund (IEPF) related to the concerned shareholders have not claimed dividend for a period of 7 consecutive years.

0 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is given in the âAnnexure-Aâ forming part of this report.

0 INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

0 SUBSIDIARY COMPANY:

M/s. M.M. Metals Pvt. Ltd. is subsidiary of your Company.

0 RELATED PARTY TRANSACTIONS :

All related party transactions conducted in the last financial year were carried out on an arms-length basis and were consistent with our ordinary course ofbusiness. For further details, please refer to "Annexure-C" included with this report.

In compliance with Regulation 23 of the Listing Regulations, any transactions requiring shareholders'' approval are outlined in the Notice section of this Annual Report.

0 CORPORATE SOCIAL RESPONSIBILITY (CSR) :

During the year under review, your Company having profit before tax of Rs. 1045.10 Lakhs and as per provisions of Section135 of the Companies Act, 2013, every company having net worth of rupees five hundred Crore or more or turnover of rupees one thousand crore or more or a net Profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors out of which at least one director shall be an independent director;

Accordingly Board has constituted Corporate Social Responsibility Committee in its meeting held on 13 August, 2018 comprising following members:-

1. Shri Rajendra Jain - Chairman

2. Shri Mahendra Jain - Member

3. Dr. Pratima Jain - Member

The role of the committee is to formulate and recommend a CSR policy to the Board, to recommend expenditure to be incurred on CSR activities, to monitor The CSR Policy of the Company From time to time and to institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.

Further expenses towards CSR activities will be done in current financial year and will be review time to time.

0 REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELAND PARTICULARS OF EMPLOYEE :

0 REPORT ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION A NALYSIS :

0 DISCLOSURE ON ESTABLISHMENT OFAVIGIL MECHANISM/WHITLE BLOWER POLICY :

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman ofthe Audit Committee in exceptional cases. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company. The Whistle Blower Policy has been posted on the website ofthe company www.itl.co.in.

0 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status ofthe Company.

0 CODEOFCONDUCT :

0 STATEMENT INDICATING DEVLOPMENT & IMPLEMENTATION OF RISK MANAGEMNT POLICY :

0 SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVANTION PROHIBITION& REDRESSAL)ACT, 2013:

0 PREVENTION OF INSDER TRADING :

0 LISTING OF SHARES:

Company shares are listed on BSE Limited only. The company has paid annual listing fee for financial year 2023-24.

0 DEPOSITORY SYSTEM:

0 EXTRACT OFANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 for the year ended 31^st March, 2023 is hosted on www.itl.co.in. The same shall be filed to Registrar of Companies after annual General Meeting to be held on 29^th September, 2023.

0 CONSOLIDATED FINANCIAL STATEMENTS:

0 ACKNOWLEDGEMENT:

For and On behalf of the Board

Place : Indore Rajendra Jain Mahendra Jain

Date : 25/08/2023 Managing Director Joint Managing Director

DIN:00256515 DIN: 00256047

Mar 31, 2018

The Directors have pleasure in presenting the 30th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2018.

01. FINANCIAL RESULTS : (Amount in Rs.)

	Particulars	Financial year ended 31.03.2018	Financial year ended 31.03.2017
a)	Sales & Other Income	838292694	704211709
b)	Profit before interest, Depreciation & Tax	88804440	79729143
c)	Less : - Interest and Finance Charges	24478603	22752154
	- Depreciation	11415647	8755575
d)	Profit before Tax	64325836	48221414
e)	Less : Provision for Tax Current year	14000000	10000000
f)	Less : Deferred Tax Liabilities	-2042376	1370000
g)	Less : Income Tax earlier year	1067156	-549741
h)	Profit after Tax	51301056	37401155
i)	Profit brought forward from previous year	4703785	9181193
^j)	Profit available for appropriations	56004841	46582348
k)	Transferred to General Reserve	50000000	40000000
l)	Proposed Dividend	1602150	1601600
m)	Provision for Dividend Distribution Tax	326161	277141
n)	Balance carried to Balance Sheet	4076531	4703607

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 0.50 Per share (previous year Rs. 0.50 per share) for the year ended 31st March, 2018 subject to approval of the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review, the sales & other Income of Company increased from Rs. 7042.12 Lacs to Rs. 8382.93 Lacs showing a growth of 19.04% & profit after Tax of the Company for the year under review has increased from Rs. 374.01 lacs to Rs. 513.01 Lacs showing a growth of 37.17%.

04. FUTURE OUTLOOK :

05. DIRECTORS :

Shri Manohar Singh Jain, retire by rotation and being eligible, offers himself for re-appointment.

The Board of Directorâs at their meeting held on August 13, 2018 had approved the re-appointment of Shri Rajnedra Singh Jain (DIN 00256515) as a Managing Director for a period of three years w.e.f. February 01,2019, subject to shareholder approval.

The Board of Directorâs at their meeting held on August 13, 2018 had approved the re-appointment of Shri Mahendra Singh Jain (DIN 00256047) as a Joint Managing Director for a period of three years w.e.f. February 01,2019, subject to shareholder approval.

06. DIRECTORSâ RESPONSIBILITYSTATEMENT :

a) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

07. PUBLIC DEPOSIT:

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 73 ofthe Companies Act, 2013 and rules

08. AUDITORS :

08.1 - STATUTORY AUDITORS

The Auditors M/s Mahendra Badjatya & Co. Chartered Accountants, (ICAI FRN 001457C) have been appointed as statutory auditors ofthe company at the last Annual General Meeting held on 28.09.2017 for a period of five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members ofthe Company at the ensuing AGM.

08.2 - SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Raju Chandra Pal, Practicing Company Secretary (CP No.:14771 & ACS:24927),to undertake the secretarial audit of the company. The Secretarial Audit Report is given in the Annexure forming part of this report.

08.3 - INTERNAL AUDITORS

Mrs. Pratibha Kothari, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

09. TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ) notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2010-11 is required to be transferred to IEPF in the due date as specified in the Notice of the AGM and shares of the respective shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. During the financial year 2017-18, The Company has Transfer 83265 (Eighty Three Thousands Two Hundred Sixty Five) Equity Shares to Investors Education and Protection Fund (IEPF) related to the concerned shareholders have not claimed dividend for a period of 7 consecutive years.

10. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 3,20,43,000 divided into 3204300 equity shares of Rs. 10/- each. During the year the Company has forfeited 93000 (Ninety Three Thousand) partly paid up Equity Share of face value of Rs. 10 each on which total Rs. 423507 remains unpaid on account of Share Capital account due to failure to pay the balance amount of allotment money due, in the Board Meeting held on 11.09.2017 and the same has been approved by the BSE letter dated 10.01.2018.Your company do not hold any instruments convertible into the equity shares of the Company.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARY COMPANY:

M/s. M.M. Metals Pvt. Ltd. is subsidiary of your Company. The business operations of the said companies have not been commenced.

The Statement pursuant to the Companies Act, 2013, in respect of the Subsidiary Company is separately annexed and forms part of the Annual Report.

14. RELATED PARTY TRANSACTIONS :

All related party transactions that are entered into during the last financial year were on arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made with Promoters, Directors or Key Managerial Personnel which may have a potential conflict of interest of the Company at large.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

During the year under review, your Company having profit before tax of Rs. 6.43 Crores and as per provisions of Section135 of the Companies Act, 2013, every company having net worth of rupees five hundred Crore or more or turnover of rupees one thousand crore or more or a net Profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors out of which at least one director shall be an independent director;

Accordingly Board has constituted Corporate Social Responsibility Committee in its meeting held on 13 August,2018 comprising following members:-

1. Shri Rajendra Singh Jain - Chairman

2. Shri Mahendra Singh Jain - Member

3. Dr. Pratima Jain - Member

The Companyâs CSR Policy lays out the vision, objectives and implementation mechanisms. The Companyâs CSR policy is available on the Companyâs website at www.itl.co.in The Companyâs CSR activities have traditionally focused on education, skill development, health, environment and promoting sustainable practice

16. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEE :

During the year none of the employee of the company is drawing more than 60,00,000/- per annum or Rs. 5,00,000/- per month for the part of the year, therefore Particulars of the employee as require under section 197 of the Companies Act 2013 read with rule 5(2) & 5 (2) ofthe Companies (appointment and remuneration) Rule 2014 are not applicable.

17. REPORT ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION A NALYSIS :

18. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHITLE BLOWER POLICY :

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the Companyâs website i.e. www.itl.co.in.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY :

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

20. CODE OF CONDUCT :

The Company laid down a code of conduct for all Board Members and Senior Management and Independent Directors of the Company. All the Board Members including Independent Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct. Declaration on adherence to the code of Conduct is forming part of the Corporate Governance Report.

21. STATEMENT INDICATING DEVLOPMENT & IMPLEMENTATION OF RISK MANAGEMNT POLICY :

22. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVANTION PROHIBITION & REDRESSAL) ACT, 2013 :

23. PREVANTION OF INSDER TRADING :

24. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return of the Company in form MGT-9 is given in the Annexure forming part of this report.

25. CONSOLIDATED FINANCIAL STATEMENTS:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, viz M/s. M.M. Metals Pvt. Ltd. And consolidating the financial informationâs of associates on equity method as prepared in compliance with the accounting standards and listing agreement.

26. ACKNOWLEDGEMENT:

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

For and on behalf of the Board

Rajendra Singh Jain Mahendra Singh Jain

Managing Director Joint Managing Director

DIN:00256515 DIN:00256047

Place: Indore

Dated: 13/08/2018

Mar 31, 2015

The Directors have pleasure in presenting the 27th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2015.

01. FINANCIAL RESULTS : (Amount in Rs.)

Financial Financial year ended year ended 31.03.2015 31.03.2014

a) Sales & Other Income 605739761 459650180

b) Profit before interest, Depreciation & Tax 58799187 49168557

c) Less : - Interest and Finance Charges 23232960 22747464

- Depreciation 9419733 9710616

d) Profit before Tax 26146494 16864988

e) Less : Provision for Tax Current year 4500000 5500000

f) Less : Deferred Tax Liabilities -1530000 110000

g) Less : Income Tax earlier year 239734 -124105

h) Profit after Tax 22936760 11379093

i) Profit brought forward from previous year -938886 4057522

j) Profit available for appropriations 21997874 15436616

k) Transferred to General Reserve 10765000 10000000

l) Proposed Dividend 1601600 1601600

m) Provision for Dividend Distribution Tax 320225 272192

n) Balance carried to Balance Sheet 9311049 3562824

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 0.50 Per share (previous year Rs. 0.50 per share) for the year ended 31st March, 2015 subject to approval of the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review, the sales & other Income of Company increased from Rs. 4596.50 lacs to Rs. 6057.40 Lacs showing a growth of 32% & profit after Tax of the Company for the year under review has also increased from Rs. 113.79 lacs to Rs. 229.37 lacs also showing a growth of 101.57%.

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and; (f) revival in credit demand from the private sector.

05. DIRECTORS :

- Shri Manohar Singh Jain, retire by rotation and being eligible, offers himself for re-appointment.

- The Board of Directors' at their meeting held on Aug 14, 2015 had approved the re-appointment of Shri Rajendra Singh Jain (DIN-00256515) as a Managing Director for a period of three years w.e.f. Feb. 01, 2016 subject to shareholder approval.

- The Board of Directors' at their meeting held on Aug 14, 2015 had approved the re-appointment of Shri Mahendra Singh Jain (DIN-00256047) as a Joint Managing Director for a period of three years w.e.f. Feb. 01, 2016 subject to shareholder approval.

06. DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (C) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

07. PUBLIC DEPOSIT:

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 73 of the Companies Act, 2013 and rules made there under.

08. AUDITORS :

08.1 - STATUTORY AUDITORS

The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore have been appointed as statutory auditors of the company at the last Annual General Meeting held on 27.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

08.2 - SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Isha Garg, Practicing Company Secretary (CP No.:12184 ACS:32998),to undertake the secretarial audit of the company. The Secretarial Audit Report is given in the Annexure forming part of this report.

08.3 - INTERNAL AUDITORS

Mrs. Pratibha Kothari, Chartered Accountant performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

9. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of section 125(1) of the Companies Act 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the company to the investor education and protection fund.

10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is given in the Annexure forming part of this report.

11. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

12. SUBSIDIARY COMPANY:

M/s. M.M. Metals Pvt. Ltd. is subsidiary of your Company. The business operations of the said company have not been commenced.

The Statement pursuant to the Companies Act, 2013, in respect of the Subsidiary Company is separately annexed and forms part of the Annual Report.

M/s. Dimart Engineering Pvt. Ltd. is no more subsidiary of your Company.

13. RELATED PARTY TRANSACTIONS :

All related party transactions that are entered into during the last financial year were on arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made with Promoters, Directors or Key Managerial Personnel which may have a potential conflict of interest of the Company at large.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY :

Provisions of section 135 of the Companies Act, 2013 does not apply to the Company, therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

15. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Details of policy covering these requirements has disclosed in corporate governance report.

During the year none of the employee of the company is drawing more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) & rule 5 (3) of Companies (appointment and remuneration) Rules 2014 are not applicable.

16. REPORTS ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled " Report on Corporate governance and Management discussion and Analysis forms part of this Annual Report.

Certificate confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement also forms parts of this Annual Report.

17. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the website of the Company www.itl.co.in.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

19. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate governance Report.

20. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The code of conduct disclosed on the website of the Company www.itl.co.in.

21. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. There was no case of sexual harassment reported during the year under review.

22. PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

23. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is given in the Annexure forming part of this report.

24. CONSOLIDATED FINANCIAL STATEMENTS :

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, viz M/s. M.M. Metals Pvt. Ltd. and as prepared in compliance with the accounting standards and listing agreement.

25. ACKNOWLEDGMENT:

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company. Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

For and On behalf of the Board

Place : Indore Rajendra Singh Jain

Date : 14.08.2015 (Managing Director)

DIN:00256515

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2014.

01. FINANCIAL RESULTS :

(Amount in '')

Financial Financial year ended year ended 31.03.2014 31.03.2013

a) Sales & Other Income 459650180 483226083

b) Profit before interest, Depreciation & Tax 49323068 55242781

c) Less:-Interest and Finance Charges 22747464 20922561

- Depreciation 9710616 9617905

d) Profit before Tax 16864988 24702316

e) Less : Provision for Tax Current year 5500000 8200000

f) Less : Deferred Tax Liabilities / (Assets) 110000 -115000

g) Less : Income Tax earlier year -124105 -539783

h) Profit after Tax 11379093 17157099

i) Profit brought forward from previous year 4057522 3774215

j) Profit available for appropriations 15436615 20931314

k) Transferred to General Reserve 10000000 15000000

l) Proposed Dividend 1601600 1601600

m) Provision for Dividend Distribution Tax 272192 272192

n) Balance carried to Balance Sheet 3562823 4057522

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 0.50 per share (previous year Rs. 0.50 per share) for the year ended 31st March, 2014 subject to approval of the members in the ensuing Annual General Meeting.

03. OPERATIONS :

During the year under review, the sales & other Income of Company decreased from Rs. 4832.26 lacs to Rs. 4596.50 lacs slightly due to overall recession in the market & due to above, profit after Tax of the Company for the year under review has also decreased slightly from Rs. 171.57 lacs to Rs. 113.19 lacs.

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability;

(c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and; (f) revival in credit demand from the private sector.

05. DIRECTORS :

Shri Manohar Singh Jain, retire by rotation and being eligible, offers himself for re-appointment.

06. DIRECTORS'' RESPONSIBILITY STATEMENT :

As stipulated in section 217 (2AA) ofCompanies Act,1956, your Directors subscribe to the "Directors'' Responsibility Statement" and confirm as under :

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that 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 2013-14 and of the profit of the Company for that period;

iii) that the Directors have taken proper and sufficient care ofthe maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on going concern basis.

07. PUBLIC DEPOSIT :

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 58-A of the Companies Act, 1956 and rules made there under.

08. PERSONNEL :

No employee is in receipt of remuneration exceeding the limits set out under section 217 (2A) of the Companies Act, 1956

09. AUDITORS :

The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore shall cease to hold office at the end of the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

10. CORPORATE GOVERNANCE :

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement ofthe Stock Exchanges with whom the Company''s shares are listed, are duly complied with. A detailed report on Corporate Governance and a certificate from the Auditor of the Company regarding Compliance of conditions of Corporate Governance as required under Clause 49 of the Listing agreement is attached to this report .

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information in accordance with the provisions of Section 217 (1)(e) ofthe Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Director) Rules, 1988 is given in the Annexure forming part of this report.

12. INDUSTRIALRELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARYCOMPANY:

M/s. Dimart Engineering Pvt. Ltd. and M/s. M.M. Metals Pvt. Ltd. are subsidiaries of your Companies. The Planned projects of the said companies have not been commenced.

The Statement pursuant to Sector 212 ofthe Companies Act, 1956, in respect of the Subsidiary Company is separately annexed and forms part of the Annual Report.

14. CONSOLIDATED FINANCIALSTATEMENTS :

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, viz M/s. Dimart Engineering Pvt. Ltd. and M/s. M.M. Metals Pvt. Ltd. and as prepared in compliance with the accounting standards and listing agreement.

15. ACKNOWLEDGEMENT:

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company.

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

For and On behalf of the Board

Place : Indore Rajendra Singh Jain

Date : 13.08.2014 (Managing Director)

Mar 31, 2013

The Directors have pleasure in presenting the 25th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2013.

01. FINANCIAL RESULTS :

(Amount in Rs.)

Financial Financial year ended year ended 31.03.2013 31.03.2012

a) Sales & Other Income 483226083 498383137

b) Profit before interest, Depreciation & Tax 55242781 57567582

c) Less : - Interest and Finance Charges 20922561 14781868

- Depreciation 9617905 8574334

d) Profit before Tax 24702316 34211380

e) Less : Provision for Tax Current year 8200000 11500000

f) Less : Deferred Tax Liabilities / (Assets) -115000 1539534

g) Less : Income Tax earlier year - 539783 728145

h) Profit after Tax 17157099 20443701

i) Profit brought forward from previous year 3774215 2053353

j) Profit available for appropriations 20931314 22497054

k) Transferred to General Reserve 15000000 15000000

l) Proposed Dividend 1601600 3203200

m Provision for Dividend Distribution Tax 272192 519639

n) Balance carried to Balance Sheet 4057522 3774215

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs. 0.50 Per share (previous year Rs. 1/- per share) for the year ended 31st March, 2013 subject to approval of the members in the ensuing Annual General Meeting .

03. OPERATIONS :

During the year under review, the sales & other Income of Company decreased from Rs. 4983.83 lacs to Rs. 4832.26 lacs slightly due to overall recession in the market & due to above, profit after Tax of the Company for the year under review has also decreased slightly from Rs. 204.44 lacs to 171.57 lacs.

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and;(f) revival in credit demand from the private sector.

05. DIRECTORS :

Shri Dinesh Jain and Dr. S.K. Kapoor, retire by rotation and being eligible, offers themselves for re-appointment.

06. DIRECTORS'' RESPONSIBILITY STATEMENT :

As stipulated in section 217 (2AA) of Companies Act,1956, your Directors subscribe to the "Directors'' Responsibility Statement" and confirm as under :

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

ii) that 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;

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on going concern basis.

07. PUBLIC DEPOSIT :

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 58-A of the Companies Act, 1956 and rules made there under.

08. PERSONNEL :

No employee is in receipt of remuneration exceeding the limits set out under section 217 (2A) of the Companies Act, 1956.

09. AUDITORS :

The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore shall cease to hold office at the end of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

10. CORPORATE GOVERNANCE :

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchanges with whom the Company''s shares are listed, are duly complied with. A Detailed report on Corporate Governance and a certificate from the Auditor of the Company regarding Compliance of conditions of Corporate Governance as required under Clause 49 of the Listing agreement is attached to this report .

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Director) Rules, 1988 is given in the Annexure forming part of this report.

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARY COMPANY :

M/s. Dimart Engineering Pvt. Ltd. and M/s. M.M. Metals Pvt. Ltd. are subsidiaries of your Companies. The business operations of the said companies have not been commenced.

The Statement pursuant to Sector 212 of the Companies Act, 1956, in respect of the Subsidiary Company is separately annexed and forms part of the Annual Report.

14. CONSOLIDATED FINANCIAL STATEMENTS :

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, viz M/s. Dimart Engineering Pvt. Ltd. and M/s. M.M. Metals Pvt. Ltd. and as prepared in compliance with the accounting standards and listing agreement.

15 ACKNOWLEDGEMENT :

We wish to acknowledge the understanding & support and the services of he workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company.

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

Regd Office For and On behalf of the Board

111, Sector-B

Sanwer Road, Industrial Area

INDORE-452015 (M.P.) RAJENDRA SINGH JAIN

DATED : 30/05/2013 (MANAGING DIRECTOR)

Mar 31, 2012

The Directors have pleasure in presenting the 24th Annual Report of the Company and the Audited statement of accounts for the year ended 31st March, 2012.

01. FINANCIAL RESULTS:

(Amount in Rs.)

Financial Financial year ended year ended 31.03.2012 31.03.2011

a] Sales & Other Income 498383137 535572461

b) Profit before interest, Depreciation & Tax 57570788 55501577

c) Less: - Interest and Finance Charges 14785074 11172831 Depreciation 8574334 7686261

d) Profit before Tax 34211380 36642485

e) Less : Provision for Tax Current year 11500000 12000000

f) Less : Deferred Tax Liabilities 1539534 500000

g) Less : Income Tax earlier year 728145 2468360

h) Profit after Tax 20443701 21674125

i) Profit brought forward from previous year 2053353 4114439

j) Profit available for appropriations 22497054 25788564

k) Transferred to General Reserve 15000000 20000000

I) Proposed Dividend 3203200 3203200

m) Provision for Dividend Distribution Tax 519639 532011

n) Balance carried to Balance Sheet 3774215 2053353

02. DIVIDEND:

Your Directors are pleased to recommend Dividend at the rate of Rs.1/- Per share( previousy ear Rs. 1- per share) for the year ended 31st March, 2012 subject to approval of the members in the ensuing Annual General Meeting .

03. OPERATIONS:

During the year under review, the sales & other Income of Company decreased from Rs.5355.72 lacs to Rs. 4983.83 lacs slightly due to overall recession in the market & due to above, profit after Tax of the Company for the year under review has also decreased slightly from Rs. 216.74 lacs to 204.44 lacs.

04. FUTURE OUTLOOK:

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators for transportation, telecommunication and construction and;(f) revival in credit demand from the private sector.

05. DIRECTORS:

Shri Manohar Singh Jain and Shri N.Chakraborty, retire by rotation and being eligible, offers themselves for re-appointment. Mr. Vishwanathan Iyer has been appointed as Executive Director of the Company.

06. DIRECTORS' RESPONSIBILITY STATEMENT :

As stipulated in section 217 (2AA) of Companies Act,1956, your Directors subscribe to the "Directors' Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) that 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;

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisionof this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on going concern basis.

07. PUBLIC DEPOSIT:

During the year under review, your company has neither invited nor accepted any deposit under the provisions of Section 58-A of the Companies Act, 1956 and rules made there under.

08. PERSONNEL:

No employee is in receipt of remuneration exceeding the limits set out under section 217 (2A) of the Companies Act, 1956.

09. AUDITORS:

The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore shall cease to hold office at the end of the ensuing Annual General Meeting and being eligible offers themselves for re- appointment.

10. CORPORATE GOVERNANCE :

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchanges with whom the Company's shares are listed, are duly complied with. A Detailed report on Corporate Governance and a certificate from the Auditor of the Company regarding Compliance of conditions of Corporate Governance as required under Clause 49 of the Listing agreement is attached to this report.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FORBGN EXCHANGE :

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Director) Rules, 1988 is given in the Annexure forming part of this report.

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARY COMPANY :

M/s. Dimart Engineering Pvt. Ltd. is subsidiary of your Company. The business operations of the said companies have not been commenced.

The Statement pursuant to Sector 212 of the Companies Act, 1956, in respect of the Subsidiary Company, is separately annexed and forms part of the Annual Report.

14. CONSOLIDATED FINANCIAL STATEMENTS:

The Directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiary, viz M/s. Dimart Engineering Pvt. Ltd. and as prepared in compliance with the accounting standards and listing agreement.

15 ACKNOWLEDGEMENT:

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, who have largely contributed to the efficient operations & management of the operations of the Company.

Your Directors also wish to place on record the valuable co-operation & support received from the Bankers and Financial Institutions.

We would also like to express thanks to our Shareholders for their confidence and understanding.

Regd Office For and On behalf of the Board

111, Sector-B

Sanwer Road

INDORE-452015 (M.P.) RAJENDRA SINGH JAIN

DATED : 25/08/2012 (MANAGING DIRECTOR)

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report of the Company and the Audited statement of accounts for the year ended 31st March 2010.

01. FINANCIAL RESULTS :

Financial Financial

year ended year ended

31.03.2010 31.03.2009

a) Sales & Other Income 67,63,69,793 34,61,84,892

b)Profit before interest, Depreciation & Tax 9,77,87,321 3,56,83,639

c)Less : - Interest and Finance charges 1,21,27,413 1,06,97,974

- Depreciation 70,40,3025 9,17,647

d) Profit before Tax 7,86,19,606 1,90,68,018

e) Less : Provision for Tax Current year 2,70,00,000 35,00,000

f) Less : Deferred Tax Liabilities 11,76,850 27,54,175

g) Less : Income Tax earlier year 3,94,703 4,77,015

h) Less : Provision for Fringe Benefit Tax - 4,92,522

i) Profit after Tax 5,00,48,053 1,18,44,306

j) Profit brought forward from previous year 3,01,5972 2,04,874

k) Profit available for appropriations 5,03,49,650 1,40,49,181

l) Transferred to General Reserve 4,25,00,000 1,00,00,000

m) Proposed Dividend 32,03,2003 2,03,200

n) Provision for Dividend Distribution Tax 5,32,011 5,44,384

o)Balance carried to Balance Sheet 41,14,439 3,01,597

02. DIVIDEND :

Your Directors are pleased to recommend Dividend at the rate of Rs.1/- Per share (previous year 1/- per share) for the year ended 31st March 2010 subject to approval of the members in the ensuing Annual General Meeting .

03. OPERATIONS :

During the year under review the sales & other Income of Company increased from Rs. 3461.85 lacs to Rs. 6763.70 lacs showing a growth of 95% & profit after Tax of the Company for the year under review has alsoincreased from Rs. 118.44 lacs to 500.48 lacs also showing a growth of 322.55%

04. FUTURE OUTLOOK :

The growth outlook for the Indian economy in the near term remains positive on account of inter-alia, the following factors: (a) expectations that the industrial sector would remain buoyant; (b) increase in corporate sales and profitability; (c) pick-up in order books and capacity utilization as per different survey results; (d) turnaround in exports with improving global conditions; (e) pick-up in lead services indicators credit demand from the private sector.

05. DIRECTORS :

Shri Manohar Singh Jain and Shri N.Chakraborty, retire by rotation and being eligible, offers themselves for re- appointment.

06. DIRECTORS RESPONSIBILITY STATEMENT :

As stipulated in section 217 (2AA) of Companies Act,1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm as under :

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) that 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;

iii) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv) that the Directors have prepared the annual accounts on going concern basis.

07. PUBLIC DEPOSIT :

During the year under review, your company neither invited nor accepted any deposit under the provisions of Section 58-A of the Companies Act, 1956 and rules made there under.

08. PERSONNEL :

No employee is in receipts of remuneration exceeding the limits set out under section 217 (2A) of the Companies Act, 1956.

09. AUDITORS :

The Auditors M/s. Mahaveer M. Jain & Company, Chartered Accountants, Indore shall cease to hold office at the end of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

10. CORPORATE GOVERNANCE :

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchanges with the Companys shares are listed are duly complied with . A Detailed report on Corporate Governance and a certificate from the Auditors of the Company regarding Compliance of conditions of Corporate Governance as required under Clause 49 of the Listing agreement is attached to this report

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Director) Rules, 1988 is given in the Annexure forming part of this report.

12. INDUSTRIAL RELATIONS :

Industrial relations of the Company remained cordial during the year.

13. SUBSIDIARY COMPANIES :

M/s. Dimart Engineering Pvt. Ltd. and M/s. Luhadia Sons Shahpura Pvt. Ltd. are subsidiaries of your Company. The business operations of the said Companies have not been commenced.

The statement pursuant to section 212 of the Companies Act. 1956 in respect of the Subsidiary Companies, is separately annexed and forms part of the Annual Report.

14. CONSOLIDATED FINANCIAL STATEMENTS :

The Director also present the Audited Consolidated Financial Statements incorporating the duly audited financial statements of the subsidiries, viz M/s. Dimart Engineering Pvt. Ltd. and M/s. Luhadia Sons Shahpura Pvt. Ltd.and as prepared in compliance with the accounting standards and listing agreements.

15. ACKNOWLEDGEMENT :

We wish to acknowledge the understanding & support and the services of the workers, staff and executives of the Company, which have largely contributed to the efficient operations & management of the operations of the Company. Your Directors also wish to place on record the valuable co-operation & support received from the Financial Institutions. We would also like to express thanks to our Shareholders for their confidence and understanding.

For and On behalf of the Board

Regd. Office :

111, Sector-B

Sanwer Road

INDORE-452015 (M.P) RAJENDRA SINGH JAIN

DATED : 25/08/2010 (MANAGING DIRECTOR)

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Directors Report of ITL Industries Ltd.

â¢ OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE

â¢ CHANGE IN THE NATURE OF BUSINESS:

â¢ FUTURE OUTLOOK:

â¢ TRANSFER TO GENERAL RESERVES

â¢ SHARE CAPITAL:

l DIVIDEND:

l MANAGEMENT:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

â¢ FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

â¢ BOARD AND COMMITTEE MEETINGS

â¢ DIRECTORS'' RESPONSIBILITY STATEMENT:

â¢ PUBLIC DEPOSIT:

â¢ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

â¢ AUDITORS AND THEIR REPORT:

B. Secretarial auditors

C. Cost auditors

D. Internal auditors

â¢ TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

â¢ ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

â¢ INDUSTRIAL RELATIONS:

â¢ SUBSIDIARY COMPANY:

â¢ RELATED PARTY TRANSACTIONS:

â¢ CORPORATE SOCIAL RESPONSIBILITY (CSR) :

â¢ REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELAND PARTICULARS OF EMPLOYEE:

â¢ REPORT ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION A NALYSIS :

â¢ DISCLOSURE ON ESTABLISHMENT OFAVIGIL MECHANISM/WHITLE BLOWER POLICY:

â¢ SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

â¢ CODE OF CONDUCT:

â¢ STATEMENT INDICATING DEVLOPMENT & IMPLEMENTATION OF RISK MANAGEMNT POLICY:

â¢ SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVANTION PROHIBITION& REDRESSAL) ACT, 2013:

â¢ PREVENTION OF INSDER TRADING:

â¢ LISTING OF SHARES:

â¢ DEPOSITORY SYSTEM:

â¢ EXTRACT OFANNUAL RETURN:

â¢ CONSOLIDATED FINANCIAL STATEMENTS:

â¢ ACKNOWLEDGEMENT:

0 FINANCIAL RESULTS: (Amount in Lacs)

0 OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE

0 CHANGE IN THE NATURE OF BUSINESS:

0 FUTURE OUTLOOK :

0 TRANSFER TO GENERAL RESERVES

0 SHARE CAPITAL:

0 DIVIDEND :

0 MANAGEMENT:

0 FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

0 BOARD AND COMMITTEE MEETINGS

0 DIRECTORS'' RESPONSIBILITY STATEMENT:

0 PUBLIC DEPOSIT:

0 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

0 AUDITORS:

- Secretarial auditors

Cost auditors

- internal auditors

0 TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

0 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

0 INDUSTRIAL RELATIONS :

0 SUBSIDIARY COMPANY:

0 RELATED PARTY TRANSACTIONS :

0 CORPORATE SOCIAL RESPONSIBILITY (CSR) :

0 REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELAND PARTICULARS OF EMPLOYEE :

0 REPORT ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION A NALYSIS :

0 DISCLOSURE ON ESTABLISHMENT OFAVIGIL MECHANISM/WHITLE BLOWER POLICY :

0 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

0 CODEOFCONDUCT :

0 STATEMENT INDICATING DEVLOPMENT & IMPLEMENTATION OF RISK MANAGEMNT POLICY :

0 SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVANTION PROHIBITION& REDRESSAL)ACT, 2013:

0 PREVENTION OF INSDER TRADING :

0 LISTING OF SHARES:

0 DEPOSITORY SYSTEM:

0 EXTRACT OFANNUAL RETURN:

0 CONSOLIDATED FINANCIAL STATEMENTS:

0 ACKNOWLEDGEMENT:

For and On behalf of the Board

Place : Indore Rajendra Jain Mahendra Jain

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ITL Industries Ltd. Key Financial Ratios

â¢ OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE

â¢ CHANGE IN THE NATURE OF BUSINESS:

â¢ FUTURE OUTLOOK:

â¢ TRANSFER TO GENERAL RESERVES

â¢ SHARE CAPITAL:

â¢ FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

â¢ BOARD AND COMMITTEE MEETINGS

â¢ DIRECTORS'' RESPONSIBILITY STATEMENT:

â¢ PUBLIC DEPOSIT:

â¢ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

â¢ AUDITORS AND THEIR REPORT:

â¢ TRANSFER OF SHARES AND DIVIDEND AMOUNT TO IEPF:

â¢ ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

â¢ INDUSTRIAL RELATIONS:

â¢ SUBSIDIARY COMPANY:

â¢ RELATED PARTY TRANSACTIONS:

â¢ CORPORATE SOCIAL RESPONSIBILITY (CSR) :

â¢ REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELAND PARTICULARS OF EMPLOYEE:

â¢ REPORT ON MANAGEMENT DISCUSSION ANALYSIS REPORTS ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION A NALYSIS :

â¢ DISCLOSURE ON ESTABLISHMENT OFAVIGIL MECHANISM/WHITLE BLOWER POLICY:

â¢ SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

â¢ CODE OF CONDUCT:

â¢ STATEMENT INDICATING DEVLOPMENT & IMPLEMENTATION OF RISK MANAGEMNT POLICY:

â¢ SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVANTION PROHIBITION& REDRESSAL) ACT, 2013:

â¢ PREVENTION OF INSDER TRADING:

â¢ LISTING OF SHARES:

â¢ DEPOSITORY SYSTEM:

â¢ EXTRACT OFANNUAL RETURN:

â¢ CONSOLIDATED FINANCIAL STATEMENTS:

â¢ ACKNOWLEDGEMENT:

0 OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE