The directors are pleased to present the 34th Annual Report together with
the Audited Financial Statements of our Company for the year ended March 31, 2023.
OPERATING RESULTS AND BUSINESS PERFORMANCE
| FINANCIAL RESULTS |
2022-23 |
2021-22 |
| Sales / Other Income |
16015.32 |
15868.28 |
| Interest |
637.68 |
849.92 |
| Depreciation |
867.61 |
1109.38 |
| Profit / (Loss) before prior period adjustment, exceptional items and Tax |
-143.10 |
-780.12 |
| Exceptional items # |
- |
- |
| Provision for Taxation |
- |
- |
| Provision for deferred Tax |
- |
- |
| Tax Adjustment - Earlier years |
- |
-35.61 |
| Profit / (Loss) after Tax |
-143.10 |
-744.51 |
TRANSFER TO RESERVES
Your Company proposes not to transfer any amount to the General Reserve.
DIVIDEND
Considering the loss incurred in the current financial Year so your Directors has not
recommended any Dividend for the Financial Year 2022-23.
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, 2023 and the date of this Report.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2023 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, 2023.
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
2022-2023.
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 fulfil 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,
digitalisation, 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 2023:
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 ASJS and Company, Chartered Accountants (Registration No. 032456N), was appointed as
the Auditors of the Company in 32nd AGM held in year 2021 to hold such office
for a period of five years till the conclusion of the 37th Annual General Meeting, at a
remuneration of Rs. 1,20,000/- P.A. (Rupees One Lakhs Twenty Thousand only) to conduct the
audit of the Company, payable in one or more instalments plus goods and services tax as
applicable, and reimbursement of out-of-pocket Expenses incurred but ASJS and company has
resigned from the office as on 1st September, 2023 and the Board of Directors
of the Company ( the Board ), on the recommendation of the Audit Committee( the Committee
), recommended for the approval of the Members, the appointment of M/s Mahesh Yadav &
Co, Chartered Accountants (Registration No. 036520N) ( MYC ), as the Auditors of the
Company for a period of five years from the conclusion of this AGM till the conclusion of
the 39th AGM.
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.
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 AN3D 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 Hannu Goyal & Associates, Company Secretaries, to
conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report
for the financial year 2022-23 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 issuedby 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, 2023.
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 2022-23 and the Notice of the 34th
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.
For on behalf of the Board
|
Sd/- |
Sd/- |
|
Ketineni Sayaji Rao |
Ketineni Satish Rao |
| Place : Noida |
Chairman |
Managing Director |
| Date : 01.09.2023 |
(DIN.: 01045817) |
(DIN: 02435513) |
