The directors are pleased to present the 35th Annual Report together with the Audited Financial Statements of our Companyfor the year ended March 31,2024.
OPERATING RESULTS AND BUSINESS PERFORMANCE
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FINANCIAL RESULTS
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2023-24
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2022-23
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Sales / Other Income
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14339.32
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16015.32
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Interest
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535.06
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637.68
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Depreciation
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746.04
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867.61
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Profit / (Loss) before prior period adjustment, exceptional items and Tax
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178.77
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-143.10
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Exceptional items #
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-
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-
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Provision for Taxation
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-
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-
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Provision for deferred Tax
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-
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-
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Tax Adjustment - Earlier years
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-
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-
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Profit / (Loss) after Tax
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178.77
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-143.10
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TRANSFER TO RESERVES
Your Company proposes not to transfer any amount to the General Reserve.
DIVIDEND
Considering the Inadequate profit in the current financial Year so your Directors has not recommended any Dividend for the Financial Year 2023-24.
MATERIAL CHANGES AND COMMITMENTS
There was no change in the nature of the business of the Company. There were no material changes and commitments affecting the financial position of the Company between March 31, 2024 and the date of this Report.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2024 was Rs. 2,24,65,000 /-. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Associate Company on 31st March, 2024.
CONSOLIDATED ACCOUNTS
Your Company is not required to prepare consolidated accounts.
DIRECTORS
There is no change in the Directorship of the Company during the Financial Year 2023-2024. Further Mr. Pratik Ajay autade resigned on 6th april, 2024.
All Independent Director have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of accounts, digitalization, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.
The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
DIRECTORS’ RESPONSIBILITY STATEMENT
As required by the Section 134(3)(c) read with the Section 134(5) of the Companies Act, 2013, your directors state that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had 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 and loss of the company for that period;
(c) The directors had taken a proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and if the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations of independence from each of its Independent Directors under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independent director envisaged in section 149 (6) of the Companies Act, 2013.
All Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013 and are not disqualified from continuing as Independent Directors.
KEY MANAGERIAL PERSONNEL
The following persons are the Whole-Time Key Managerial Personnel (‘KMP') of the Company in terms of provisions of Section 203 of the Companies Act, 2013 as on 31st March 2024:
a. Mr. Ketineni Satish Rao - Managing Director
b. Mr. Sanjay Saigal - Chief Financial Officer
c. Mr. Mohit Chauhan - Company Secretary
NUMBER OF BOARD MEETINGS
Five (5) meetings of the Board of Directors of your Company were held during the year under review.
EVALUATION OF BOARD PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has carried out an annual evaluation of its own performance, the Board committees and individual directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the diversity of the Board, effectiveness of the board processes, information and functioning etc.
The performances of the committees were evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees and effectiveness of the committee meetings etc. The performance of the individual directors were reviewed on the basis of the criteria's such as contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.
The performances of non-independent directors, the Board as a whole and of the Chairman were evaluated in a separate meeting of the Independent Directors after taking into account the views of executive directors and the non-executive directors.
INTERNAL FINANCIAL CONTROL
The Company has in place an established internal control system to ensure proper recording of the financial &operational information, the compliance of various internal controls and other regulatory/statutory compliances. All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.
STATUTORY AUDITORS
In accordance with the provisions of Sections 139 and 142 of the Companies Act, 2013 M/s Mahesh Yadav & Co, Chartered Accountants (Registration No. 036520N), was appointed as the Auditors of the Company in 34th AGM held in year 2023 to hold such office for a period of five years till the conclusion of the 39th Annual General Meeting, at a remuneration of Rs. 2,55,000/- P.A. (Rupees Two Lakh Fifty Five Thousand only) to conduct the audit of the Company, payable in one or more installments plus goods and services tax as applicable, and reimbursement of out-of-pocket Expenses incurred.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
During the year under review, no frauds were reported by Statutory Auditor and Secretarial Auditor against the Company which would need to be mentioned in this Board's Report.
DIRECTORS’ VIEW ON AUDITORS’ OBSERVATIONS
The Management responses to the observation of the auditors is explained wherever necessary through appropriate notes to the Accounts is reproduced hereunder in compliance with the relevant legal provisions.
FIXED DEPOSITS
No disclosure or reporting is required in respect to the deposits covered under Chapter V of the Companies Act, 2013, as there were no transactions in respect to the same during the year under review.
RISK MANAGEMENT
There is a continuous process of identifying / managing risks through a Risk Management Process. The measures used in managing the risks are also reviewed. The risks identified by the Company broadly fall in the category of operational risk, regulatory risk, financial & accounting risk & foreign currency related risks. The risk management process consists of risk identification, risk assessment, risk monitoring & risk mitigation. During the year, measures were taken for the minimization of risks and the Board was informed from the time to time. In the opinion of the Board, none of the said risks which have been identified may threaten the existence of the Company.
AUDIT COMMITTEE
The Audit Committee of the Company consists of Mr. Pradeep Kumar Jain, Chairman, Mr. Pratik Ajay Autade, Member and Mr. Ketineni Satish Rao, Member. The Board of Directors of your Company has revised its terms of reference to make it in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. Further Mr. Pratik Ajay Autade resigned as on 6th April, 2024 and Mr. Damodar Bhawarilal Chapparwal appointed as member of audit committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The information pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - A, and forms part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in the excess of the limits that set out in the said rules is enclosed as Annexure B1 and forms as part of this report. A statement showing details pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - B2 and forms as part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has made investments in securities of other body corporate(s), the details of which are given in Note 6 to the Financial Statements, which are within the limits prescribed under section 186 of the Companies Act, 2013
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are in ordinary course of business and at arm's length, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review.
The prescribed Form AOC-2 is enclosed as Annexure - C, and forms part of this Report. Your directors draw the attention of members to Note 31 to the standalone financial statements which sets out related party disclosures.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of Annual Return in prescribed form MGT-9 is enclosed as Annexure-D and forms part of this Report and the same has been placed on the Company's website www.itplgroup.com.
SECRETARIAL STANDARDS
The Board states that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.
ANNUAL SECRETARIAL AUDIT REPORT & ANNUAL SECRETARIAL COMPLIANCE REPORT
The Board has appointed M/s Swati Mishra & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is enclosed here as an Annexure - E and forms part of this Report. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.
Pursuant to Circular No. CIR/CFD/CMD1/27/2019 issued by Securities and Exchange Board of India dated February 8, 2019 read with Regulation 24(A) of Listing Regulations, all listed entities on annual basis are required to get a check done by Practicing Company Secretary (PCS) on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued there under and get an Annual Secretarial Compliance Report issued by a PCS in this regard the Annual Secretarial Compliance Report was submitted to Stock Exchanges on May 29, 2024.
CORPORATE GOVERNANCE
As per Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Corporate Governance Report along with Auditors' certificate thereon and the Management Discussion and Analysis Reports are enclosed, and they form part of this report.
DISCLOSURE REQUIREMENTS
1. Policy on materiality of related party transactions and dealing with the related party transactions is available on the website of the Company.
2. The Company has formulated and published the Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns, which is available on Company's website www.itplgroup.com. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and under regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
3. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
4. During the year under review, there were no cases reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
5. The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 has formulated and adopted a nomination and remuneration policy which is disclosed on our website at the below link- http://itplgroup.com.
GREEN INITIATIVES
Electronic copies of the Annual Report for the FY 2023-24 and the Notice of the 35th AGM are being sent to all the members whose email addresses are registered with the Company / Depository Participants.
ACKNOWLEDGEMENT
The Directors wish to acknowledge and thank the Central and State Government and all the regulatory bodies for their continued support and guidance. The Directors thank the shareholders, customers, business associates, the Financial Institutions and the Banks for the faith reposed in the Company and its management.
The Directors place on record their deep appreciation of the dedication and commitment of your Company's employees at all levels and look forward to their continued support in the future as well.
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