Your Directors are pleased to present their 43rd Annual Report on yourCompanys operations and performance together with the audited statement of accountsfor the year ended 31st March 2019.
The performance of the Company for the financial year ended March 31 2019 and for theprevious year ended March 31 2018 are summarized below:
(Rs. In Lacs)
|PARTICULARS ||For the year ended 31.03.2019 ||For the year ended 31.03.2018 |
|Revenue from Operations ||2237.06 ||2466.02 |
|Other Income ||1058.13 ||1178.05 |
|Total Income ||3295.19 ||3644.07 |
|Earnings before Interest depreciation tax and amortization (EBIDTA) ||1228.63 ||1581.48 |
|Less :- Finance Cost ||6.76 ||19.65 |
|Less :- Depreciation ||275.29 ||276.43 |
|Earning before tax (EBT) ||946.58 ||1285.40 |
|Tax Expenses || || |
|- Current tax ||189.89 ||320.00 |
|- Tax for earlier years ||16.16 ||(40.90) |
|- Deferred Tax ||(20.73) ||0.03 |
|Profit After Tax ||761.26 ||1006.27 |
|Add: Balance brought forward from previous year ||5961.08 ||4954.81 |
|Surplus carried to Balance Sheet ||6722.34 ||5961.08 |
State of Companys Affairs
Your Company is primarily engaged in the business of manufacturing of high precisionengineering components / assemblies for Automobile and Consumer Goods Industry.Incorporated in the year 1976 the Company has remained a going concern. The Company hasone operative production plant at Dharuhera (Gurgaon). The operations of the Companycontinued in a smooth and uninterrupted manner during the course of the year.
During the year under review the operating revenue of your company declined to2237.06 Lacs as against Rs. 2466.02 Lacs achieved in the previous year. The net profitafter tax (PAT) for the year has also declined to Rs. 761.26 Lacs as compared to Rs.1006.27 Lacs in the previous year. The Earnings before interest depreciation tax &amortizations (EBIDTA) declined to Rs.1228.63 Lacs as compared to Rs. 1581.48 Lacs inthe previous year. The Basic and Diluted Earnings Per Share (EPS) for the year was Rs.13.05 per share.
The Company has not made any default in the re-payment of its financial obligationtowards its lender Bank(s) and have met its obligations in time including its taxliability. The Shares of the Company are listed on Bombay Stock Exchange (BSE).
Appropriation of Profit after Tax for Transfer to Reserves
No amount has been transferred to the General Reserve during the year. The net retainedearnings have been kept in the profit and loss account.
The Board of Directors have decided not to recommend any dividend for the financialyear 2018-19.
During the year under review:
a) No Equity shares have been issued with differential voting rights. Hence nodisclosure is required in terms of Rule 4(4) of Companies (Share Capital and Debentures)Rules 2014.
12 b) No issue of Sweat Equity Share has been made. Hence no disclosure is required interms of Rule 8(13) of Companies (Share Capital and Debentures) Rules 2014.
c) There was no issue of Employee Stock Option. Hence no disclosure is required interms of Rule 12(9) of Companies (Share Capital and Debentures) Rules 2014.
d) There was no provision made by the Company for any money for purchase of its ownshares by employees or by trustees for the benefit of employees. Hence no disclosure isrequired in terms of Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014.
e) The issued subscribed and fully paid up share capital of the Company as on 1stApril 2018 and 31st March 2019 remained unchanged.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 and as suchno amount on account of principal or interest on deposits from public was outstanding ason the date of the balance sheet.
Consolidated Financial Statements
The audited consolidated financial statements of the Company for the FY 2018-19 and itssubsidiary(ies) which forms part of the Annual Report have been prepared in the same formand manner as that of its own and in accordance with the Indian Accounting Standards (IndAS) form part of the Annual Report.
Subsidiaries and Associate Companies
The Company has one wholly owned Subsidiary namely Gurgaon InfospaceLimited and one Associate namely IST Steel & Power Limited as onMarch 31 2019. There has been no material change in the nature of the business of thesubsidiary. The subsidiary of the Company is engaged in the business of development ofInfrastructure for IT / ITES Sector.
None of the Company has become or cease to become the subsidiary joint venture orassociates of your Company during the year 2018-19.
The particulars of Subsidiary(ies) and Associate(s) of the Company are provided in formMGT 9 attached as Annexure A to this report.
Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the Financial Statements of the Companys subsidiary(ies) in Form AOC-1is attached to the Financial Statements of the Company.
In accordance to the provisions of section 136 of the Act the Standalone FinancialStatements of the Company the Consolidated Financial Statements along with relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company.
The Policy for determining Material Subsidiaries adopted by your Board in conformitywith Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 can be accessed on the Companys website www.istindia.com.
Board of Directors
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Suresh Chand Jain Whole time Directordesignated as Executive Director (DIN: 00092079) and Mr. Mayur Gupta Director (DIN:00131376) shall retires by rotation at the ensuing Annual General Meeting and beingeligible has offered themselves for re-appointment subject to approval of theshareholders. The brief detail of Mr. Suresh Chand Jain and Mrs. Sarla Gupta is furnishedin the explanatory statement to the notice of the AGM under the head "DirectorsSeeking Appointment / Re-appointment at this Annual General Meeting".
In terms of section 196 197 read with Schedule V and other applicable provisions ifany of the Companies Act 2013 and on recommendation of Nomination and RemunerationCommittee the Board of Directors at its Meeting held on 30th May 2019 hadre-appointed Mr. N.L. Khitha whole time director designated as Director (Technical) fora further term of 2 years w.e.f. 1st June 2019 to 31st May 2021subject to approval by the shareholders. Further on recommendation of Nomination andRemuneration Committee the Board of Directors at its meeting held on 14thAugust 2019 had re-appointed Mr. Suresh Chand Jain whole time director designated asExecutive Director for a further term of 1 year w.e.f. 14th August 2019 to 13thAugust 2020 subject to approval by the shareholders.
As per the provisions of Companies Act 2013 the first term of Air Marshal (Retd.)Denzil Keelor Brig. (Retd.) Gurcharan Singh Sawhney and Mr. Subhash Chander JainIndependent Directors of the Company will expire on the date of forthcoming Annual GeneralMeeting. The Nomination and Remuneration Committee of the Board in its meeting held on 14thAugust 2019 has recommended to the Board the re-appointment of Air Marshal (Retd.) DenzilKeelor Brig. (Retd.) Gurcharan Singh Sawhney and Mr. Subhash Chander Jain for the secondterm. The Board of Directors in its meeting held on 14th August 2019 hasapproved their re-appointment as Independent Directors for the second term of 5 years.
The Company has received declaration from all the independent directors stating thatthey continue to meet the criteria of independence laid down under the Companies Act 2013and Listing Regulations. Further all the Directors has confirmed that they have compliedwith the Companys code of conduct.
The Board of Directors devise operational and financial strategies for the organizationand monitor the effectiveness of the practices adopted by the Company. The members of theBoard are judgmental responsible and experienced and have varied industrial expertise.The diversity of the Board enhances the quality of the decisions making by utilizing thedifferent skills qualification professional experience knowledge etc. necessary forachieving sustainable and balanced development as well as ensuring good CorporateGovernance. The Board of your Company possesses the appropriate expertise and experiencecombination of Industry Knowledge diversity and integrity which is in the best interestof the Company.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out Annual PerformanceEvaluation of its own performance each of Director individually and that of itsCommittees. The performance was evaluated by the Board after seeking inputs from all theDirectors on the basis of criteria such as the Board composition and structureeffectiveness of board processes information flow and functioning etc.
The performance of the Committees was also evaluated by the Board after seeking inputsfrom all the members of the respective Committee on the basis of criteria such as thecomposition of the committee effectiveness of committee information flow and functioningetc.
Further Board has also carried out an Annual evaluation of Independent Directors. ThePerformance Evaluation was based on their contribution to Companys objectives andplans efficient discharge of their responsibilities participation in Board/Committeemeetings adherence to the Code of Conduct and other relevant parameters.
During the year a Separate Meeting of Independent Directors was held to assess theperformance of Non-independent Director and the Chairperson of the Company. Whileevaluating the performance of any member the views of executive directors andnon-executive directors were also taken into consideration.
Familiarization Program for Independent Directors
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the company regularly appraises the Directors at the meetings about the changes andupdates in the regulatory and business environment to enable them to familiarize with theCompanys procedure and practices. The familiarization programs are conducted as andwhen required or on the specific request of a Director which includes visit tomanufacturing unit meeting with senior and middle level management to make themunderstand the in-depth about the financials and operations of the Company.
Number of Meetings of the Board
During the year under review the board of the directors of the company met 6 timesincluding one meeting of Independent Directors the details of such meetings have beenprovided in Corporate Governance Report that form part of the Annual Report. Theintervening gap between any two meetings was within the period prescribed by under theCompanies Act 2013 and SEBI Listing Regulations.
Meeting of Independent Directors
In term of the requirement of Schedule IV of the Companies Act 2013 and as perRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Independent Directors of the Company convened their separate meeting on 14thFebruary 2019 to review the matters as provided in the aforesaid Schedule andRegulations.
Key Managerial Personnel
In terms of the provisions of Section 203 of the Companies Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Suresh Chand JainExecutive Director Lt. Col. (Retd.) N.L. Khitha Director (Technical) Mr. D.N. TulshyanChief Financial Officer and Mr. Bhupinder Kumar Company Secretary are the Key ManagerialPersonnel (KMPs) of the Company.
Directors Responsibility Statements
In terms of the requirement of Section 134(5) of the Companies Act 2013 and based onthe framework of internal financial control and audit / review conducted by the internalstatutory and secretarial auditors the Board of Directors with the concurrence of theAudit Committee is of the opinion that the Companys internal financial controlswere adequate and effective and hereby confirm:
a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures;
b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual accounts have been prepared on a going concern basis;
e) that proper internal financial controls were laid down and that such internalfinancial controls are adequate and were operating effectively.
f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively; and
Corporate Social Responsibility
Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 Board of Directors of the Company hasconstituted the Corporate Social Responsibility Committee (CSR Committee) comprising ofthe following Directors:
(a) Air Marshal Denzil Keelor (Retd) Chairman (b) Mr. Gaurav Guptaa (c) Lt. Col. N.L.Khitha (Retd.)
The said committee has been entrusted with the responsibility of formulating andrecommending to the Board a Corporate Social Responsibility Policy (CSR Policy) or anyamendment thereto inter-alia indicating the activities to be undertaken by the Companymonitoring the implementation of the CSR policy and recommending the amount to be spent onCSR activities.
Further details on Corporate Social Responsibility are given in Annexure- B to thisBoard Report.
Auditors and Auditors Report
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s Gupta Vigg & Co. CharteredAccountants were appointed as the Statutory Auditors of the Company at the 41stAnnual General Meeting of the Company held on 29th September 2017 for a first term of
5 consecutive years from the conclusion of 41st Annual General Meeting tillthe conclusion of 46th Annual General Meeting of the Company to be held in theyear 2022.
The report given by M/s Gupta Vigg & Co. statutory auditors on the financialstatement of the Company for the year 2018-19 is part of the Annual Report. Theobservations of the Auditors and the relevant notes on the accounts are self-explanatoryand therefore do not call for any further comments. The Auditors Report does notcontain any qualification reservation adverse remark or disclaimer.
Further during the year in the course of the performance of their duties as auditorno frauds were reported by them which they have reason to believe that an offenceinvolving fraud has been committed against the Company by officer or employees of theCompany.
Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 M/s Jinender & Co. Chartered Accountants were re-appointed asthe Internal Auditors of the Company for the financial year 2018-19.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors had appointed M/s. Vinod Kumar & Co. Company Secretaries inpractice to conduct Secretarial Audit for the financial year 2018-19. The SecretarialAudit Report presented by Vinod Kumar & Co. Company Secretaries confirms thecompliances by the company of all the applicable provisions of Companies Act 2013Listing Agreement SEBI guidelines and all other applicable laws rules and regulations.
The Secretarial Audit Report for the financial year ended 31st March 2019is annexed herewith which form part of this Report as Annexure C.
The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.
Pursuant to Section 148(3) of the Companies Act 2013 read with the Companies (CostRecord and Audit) Rules 2014 the Cost Audit / maintenance of cost records is notapplicable on the Company.
Internal financial control systems and their adequacy
The Internal Control Systems are inherent in the Company and are working effectivelyand efficiently and in the best interest of the Company. The Company has a process inplace to continuously monitor the efficiency and effectiveness of the Internal Controlswhich are tested by the management from time to time. The Company has designed andimplemented a process driven framework for Internal Financial Control (IFC) within themeaning of the Section 134(5)(e) of the Companies Act 2013 read with explanation thereof.For the year ended March 31 2019 the Board is of the opinion that the Company has soundIFC which commensurate with the nature and size of its business operations and no weaknessexists. IFC ensures the accuracy and completeness of the accounting record and the timelypreparation of reliable financial information.
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors employees and business associates to report to the management their concernabout any unethical behavior actual or suspected fraud or violation of the companyscode of conduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provide for direct accessto the Chairman of the Audit Committee. The vigil mechanism is being overseen by the AuditCommittee. It is hereby affirmed that no personnel of the Company has been denied accessto the Audit Committee. The whistle blower policy is available at companys websitewww.istindia.com.
Risk is inherent in all the business and administrative activities of the Company.Therefore the Company has a system in place for identifying and mitigating the Riskassociated with the nature of Businesses undertaken by the Company. The audit committeealso reviews the area of financial risks while analyzing the adequacy and efficiency ofinternal controls systems adopted by the Company from time to time. Further the Board ofDirectors periodically takes note of the initiatives taken by the management to mitigaterisk.
Particulars of Investments Loans Guarantees given or Securities provided
The Company has not provided any Guarantee or security for any party. Further thedetail is also provided in the standalone financial statement under notes 8 and note 13.
Related Parties transactions
All the related party transactions were entered in ordinary course of business and aredone on arms length. Transactions with related parties are conducted in atransparent manner and in the best interest of the Company The system of taking priorapproval of Audit Committee for entering into any related party transaction is in placeand is strictly followed by the Company. Once approved by the Audit Committee all relatedparty transaction are also approved by the Board of Directors. A statement of all therelated party transaction being entered by the Company and any subsequent modificationthereof specifying the nature value and terms and conditions of transaction is alsoplaced before the Audit Committee on Quarterly basis for its review. Detail of the RelatedParty Transactions are given in Note No. 42 to the financial statement.
During the year under review there is no materially significant related partytransaction between the Company and its directors Key Managerial Personnel theirrelatives subsidiaries or associate companies and other related parties except for thosedisclosed in the Note no. 42 of Notes to the Financial Statement.
Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contracts orarrangements in Form AOC-2 does not form part of this report.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is available on the Companys website.
Statements of Subsidiary / Associate Companies
The Operational income of wholly owned subsidiary of the Company namely GurgaonInfospace Limited during the year was Rs. 9378.48 Lacs as against Rs. 8702.01 lacsduring the previous year and the Net Profit after tax was Rs. 9027.97 lacs as against Rs.9001.23 lacs during the previous year.
Your Company has an Associate entity named IST Steel and Power Limited in which theCompany holds 25.48% Equity Shares. The operational income of the said associate companyduring the year was Rs. 183.18 Lacs as compared to 350.18 Lacs during the previous year.The Companys Net Profit after tax was Rs. 191.89 Lacs as against Rs. 163.58 lacs inthe previous year.
A statement containing the salient features of the financial statement of thesubsidiary and associates in the form AOC 1 is attached with the financialstatements of the Company as per the requirement of Section 129(3) of the Companies Act2013.
Material Changes and Commitments
No other material changes and commitments affecting the financial position of theCompany have occurred between 1st April 2019 and the date on which this report has beensigned.
Significant and Material Orders Impacting Operations of Company in future
No significant or material orders have been passed by any regulators or court ortribunals impacting the going concern status and future operations of your company.
Transfer of Unpaid / Unclaimed amounts to IEPF
Pursuant to the provisions of section 124(5) of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 the declared dividendswhich remained unpaid / unclaimed for a period of 7 years needs to be transferred by theCompany from time to time on due dates to the Investor Education and Protection Fund(IEPF) established by the Central Government.
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears till 31st March 2018. Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF) during the year under review.
Management Discussion and Analysis
Management Discussion and Analysis Report on the financial condition and operationalperformance of the Company for the year under review as stipulated as per regulation 34and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in separate section forming part of this Annual Report.
Corporate Governance Report
In pursuance of various Regulations and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Corporate Governance hasbeen incorporated in the Annual Report for the information of the Shareholders. Theprescribed certificate regarding compliance of the conditions of Corporate Governance asstipulated under the said regulations also forms part of the Annual Report.
Extract of Annual Return
As provided under Section 92(3) of the Companies Act 2013 read with Rule 12 of theCompanies (Management and Administration) Rules 2014 the extract of annual return in theprescribed form MGT - 9 is attached to this report as Annexure A.
Your Company treat its Human Resources as one of the most valuable resource. Themanagement of the Company lays continuous focus on human resources their training andpersonal development so as to attain the required standards as well as the organizationalgoals. The Company always strives to attract and retain the best technical / professionalmanpower.
The relations with the Employees have been cordial throughout the year under review.Your Directors place on record their sincere appreciation in respect of the servicesrendered by the Employees of the Company at all levels.
Particulars of Employees
The statement of particulars of appointment and remuneration of Key ManagerialPersonnel as per Section 197(12) read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed vide Annexure VI formingpart of this report.
Pursuant to Section 136(1) of the Companies Act 2013 the report of the Board ofDirectors is being sent to the Shareholders of the Company excluding the statementprescribed under Rule 5 of the Companies (Appointment and Remuneration) Rules 2014. Thestatement is available for inspection by the shareholders at the Registered Office of theCompany during business hours up to the date of ensuing annual general meeting
Protection of Women at Workplace
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention of sexual harassment at work place. The policy has been widelydisseminated all employees are made aware of the same. During the year under review therewas no case of sexual harassment reported
In term of the said act the Company has also constituted the Internal ComplaintCommittee for Prevention of Sexual Harassment (ICC). The Committee meets as and whenrequired.
Conservation of energy technology absorption foreign exchange earnings and outgoConservation of energy:
A. Conservation of Energy
a) Steps taken or impact on conservation of energy
The Company ensures that the manufacturing operations are conducted in themanner whereby optimum utilization and maximum possible saving of the energy is achieved.
All possible steps are being taken to reduce idle running of machinery therebyreducing wastage of energy and Fuel / Oil Consumption.
All efforts are made to conserve the energy through various means such as use oflow energy consuming lighting systems etc.
No specific investment has been made in reduction in energy consumption.However the Management continuously upgrades and/or replaces old machinery with energyefficient machinery as and when required.
As the impact of measures taken for conservation and optimum utilization ofenergy are not possible to be quantified its impact on cost cannot by stated accurately.
No specific step have been taken by the management for utilization of alternatesource of energy The Company does not fall under the list of industries which shouldfurnish the information in Form A annexed to the Companies (Accounts) Rules 2014
B. Technology Absorption
The Company products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required. The Company constantly strives for maintenance and improvement in the qualityof its product and the quality control activities are directed to achieve the aforesaidgoal.
Expenditure incurred on Research & Development (R & D) - NIL
C. Foreign Exchange Earnings and Outgo
(Rs. in Lakhs)
|Particulars ||2018-19 ||2017-18 |
|Earnings in Foreign Exchange ||98.07 ||45.11 |
|Value of imports (CIF Value) ||204.16 ||34.43 |
|Expenditure in Foreign Exchange ||7.21 ||2.27 |
The Equity Shares of your Company continue to be listed on BSE Limited (BSE). There isno default in payment of Annual listing fees and annual custodian fee in respect of sharesheld in dematerialisation mode to NSDL and CDSL. Delhi Stock Exchange (DSE) on whichEquity Shares of the Company were listed has been de-recognised by SEBI.
Dematerialisation of Shares
To provide better and smooth service to the shareholders the Companys equityshares have been made available for dematerialisation in electronic form in the DepositorySystems operated by National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) Mumbai. In order to avail the service shareholders candematerialized their shares in the electronic form.
Compliance of Secretarial Standards
The Company has complied with the Secretarial Standard 1 for Meeting of Board ofDirectors and Secretarial Standard 2 for General Meeting issued by the Institute ofCompany Secretaries Of India.
Your Directors wish to place on record their sincere appreciation and thanks for thevaluable cooperation and support received from the Companys Bankers FinancialInstitutions Central and State Government Authorities Clients Consultants SuppliersMembers Employees and other stakeholders of the Company and look forward for the same ingreater measure in the coming years.
| ||For and on behalf of the Board of Directors |
| ||Air Marshal Denzil Keelor (Retd.) |
|Place: New Delhi ||Chairman |
|Dated: 14.08.2019 ||DIN: 00380111 |