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Directors Report of Iykot Hitech Toolroom Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the Thirty Fourth (34th) Annual Report
of Iykot Hitech Toolroom Limited (herein after referred to as âthe Companyâ) on the
business and operations of your Company along with the Audited Financial Statements,
Board''s Report and Auditorâs Report for the financial year ended 31st March 2025.
1. FINANCIAL RESULTS:
The audited financial results of the Company for the financial year ended 31st March
2025 are summarized below:
(Rs. In Lakhs)
|
Particulars |
FY 2024-25 |
FY 2023-24 |
|
Revenue from Operations |
501.26 |
133.38 |
|
Other Income |
8.71 |
8.73 |
|
Total Income |
509.97 |
142.11 |
|
Total Expenses |
615.17 |
340.80 |
|
Profit/(Loss) before Interest and |
(92.9) |
(182.49) |
|
Less: Interest |
0 |
0 |
|
Profit before Depreciation |
(92.9) |
(182.49) |
|
Less: Depreciation |
12.3 |
16.20 |
|
Profit/(Loss) before Tax |
(105.20) |
(198.69) |
|
Exceptional Items |
0 |
0 |
|
Tax Expenses: |
||
|
Current Tax |
0 |
0 |
|
Deferred Tax |
0.66 |
0 |
|
MAT Credit Entitlement |
0 |
0 |
|
Transfer to Reserves |
0 |
0 |
|
Profit /(Loss) carried to Balance |
(104.54) |
(198.69) |
The audited financial statements of the Company for the financial year ended 31st
March, 2025 were approved by the Board of Directors at its meeting held on 22nd May,
2025.
2. STATE OF AFFAIRS OF THE COMPANY''S AFFAIRS/BUSINESS PERFORMANCE:
During the financial year under review, the revenue from operations of the Company
was Rs.501.26 Lakhs as against revenue from operations of Rs.133.38 Lakhs during the
previous financial year.
During the financial year under review, the Company incurred a net loss of Rs. (104.54)
Lakhs as against a net loss of Rs. (198.69) Lakhs during the previous financial year.
The Company is optimistic about achieving improved revenue and profitability in the
current financial year and the upcoming years, supported by strategic initiatives and
an expected increase in demand for its products/services.
3. NATURE OF BUSINESS AND CHANGE IN NATURE OF BUSINESS DURING THE YEAR
UNDER REVIEW:
During the year under review there has been no change in nature of business of the
Company.
During the previous financial year, the Company has started part manufacturing and
contractual manufacturing of Kitchen and Home Appliances under the brand
âZADASTARâ and started promoting and marketing the same.
4. SHARE CAPITAL AND CHANGES IN SHARE CAPITAL OF THE COMPANY:
The Authorised Share Capital of the Company as on 31st March 2025 was
Rs.15,00,00,000 (Rupees Fifteen Crores Only) and the Paid-Up Equity Share Capital of
the Company as on 31st March, 2025 was Rs.4,81,65,000/- (Rupees Four Crore Eighty
One Lakh Sixty Five Thousand Rupees Only).
During the year under review, the Company has increased its Authorised Share Capital
from existing Rs.l 1,00,00,000/- (Rupees Eleven Crores Only) divided into 2,20,00,000
(Two Crores Twenty Lakhs) Equity Shares of Rs.5/- (Rupees Five Only) each to
Rs.15,00,00,000/- (Rupees Fifteen Crores Only) divided into 3,00,00,000 (Three
Crores) Equity Shares of Rs.5/- (Rupees Five Only) at the 33rd Annual General Meeting
(AGM) of the Company held on 24th September, 2024.
During the financial year under review, the Company has allotted 1,41,96,000 Partly
Paid-Up Equity Shares of face value of Rs.5 each at a price of Rs.7 per Rights Equity
Share (Including a Premium of Rs.2 per Rights Equity Share) on a Rights Basis on 10th
May 2024. Hence, the Paid-Up Equity Share Capital of the Company, post allotment of
rights issue was Rs.4,81,65,000/- (Rupees Four Crores Eighty One Lakhs Sixty Five
Thousand Only)
Further, during the year under review, the Board of Directors, at its meeting held on
March 10, 2025, approved the first and final Call of Rs.5.25 per share (comprising
Rs.3.75 towards face value and Rs.1.50 toward Securities Premium) on 1,41,96,000
Partly Paid-Up Equity Shares of face value of Rs.5 each, which were originally allotted
on a Rights Basis in the previous year.
5. DETAILS ABOUT DIVIDEND AND UNPAID DIVIDEND AND DISCLOSURES AS
REQUIRED AS PER IEPF. RULES:
In view of the loss incurred during the financial year 2024-25, the Board of Directors
has not recommended any dividend for the said Financial year.
As on 31st March 2025, there are no unpaid or unclaimed dividends lying with the
Company. Accordingly, no amounts are required to be transferred to the Investor
Education and Protection Fund (IEPF). The details of unpaid dividends, as required
under the Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016, are available on the Company''s website
at: https://iykot.com/unpaid-dividends/
6. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:
The Company has not made any investments, given guarantee and security during the
financial year under review as per the provisions of Section 186 of Companies Act,
2013.
7. TRANSFER TO GENERAL RESERVE:
The Board of Directors of your Company has decided not to transfer any amount to the
Reserves for the financial year under review.
The Securities Premium amount as on 31st March, 2025 was Rs.70,98,000
8. DEPOSITS:
During the financial year 2024-25, the Company has not accepted any deposits under
the provisions of Section 73 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits] Rules, 2014.
Further, the outstanding amount payable to Directors and overdraft amount from bank
was Nil as on 31st March 2025.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:
All related party transactions that were entered into during the financial year ended
March 31, 2025, were on an armâs length basis and were in the ordinary course of
business as per the provisions of Section 188 of the Companies Act, 2013. Form No.
AOC-2 is attached to this Report as Annexure I.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report on the business of the Company for
the financial year ended 31st March 2025 as stipulated under Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing
Regulations'') and under the provisions of the Companies Act, 2013 (the Act) is annexed
as an Annexure II to this report.
11. BOARD POLICIES:
The Company has the following policies which are applicable as per the provisions of
the Companies Act, 2013 and the Listing Regulations which are placed on the website
of the Company www.iykot.com
i. Code of conduct for Board and Senior Management Personnel.
ii. Terms and Conditions of appointment of Independent Directors.
iii. Vigil Mechanism/ Whistle Blower Policy.
iv. Policy for determination of materiality of events or information.
v. Familiarisation program for Independent Directors.
vi. Policy on Preservation and Archival of Documents.
vii. Performance Evaluation Policy.
viii. Code of conduct for Prevention of Insider Trading.
ix. Policy for determination of material subsidiaries
x. Policy on Related Party Transaction.
xi. Nomination and Remuneration Policy.
xii. Code of Fair Disclosure of Unpublished Price Sensitive Information
xiii. Policy on Prevention of Sexual Harassment of Women at Workplace
Since your Companyâs Paid-Up Equity Share Capital and the Net worth is less than Rs.10
Crores and Rs.25 Crores respectively, the provisions of the Listing Regulations relating
to compliance of corporate governance provisions is not applicable to the Company.
12. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTR1AL RELATIONS
FRONT:
Training in all sectors is given to its employees periodically and motivated to work in
line with the development of the industry. The willingness and commitment of the
employees help the company to stand tall among its customer in quality and service.
13. SUBSIDIARIES. ASSOCIATES AND IOINT VENTURE COMPANIES:
As on March 31,2025, Company doesnât have any Subsidiary (ies), Joint Venture(s) and
Associate Company (ies) at the end of the year.
14. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY
COMPANY;
The Company neither has any Holding Company nor is any Subsidiary Company,
therefore, disclosure under Section 197 (14) of the Companies Act, 2013 is not
applicable to the Company for the financial under review.
15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There have been no material changes and commitments affecting the financial position
of the Company occurred between the end of the financial year to which these financial
statements relate and the date of this report under section 134(3)(i) of the Companies
Act, 2013.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the financial year under review, no significant and material order has been
passed by the regulators, courts, tribunals impacting the going concern status and
Companyâs operations in future.
17. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditors in their
reports have not reported any instances of frauds committed in the Company by its
Officers or Employees under Section 143(12) of the Companies Act, 2013.
18. AUDITOR'' S AND AUDIT REPORT S:
STATUTORY AUDITORS:
M/s. Vivekanandan Associates, Chartered Accountants, (Firm Registration Number:
005268S) were appointed as the Statutory Auditors of the Company for the term of five
(5) financial years at the 31st Annual General Meeting (AGM) of the Company held on
29th September 2022. However, they have tendered their resignation as the Statutory
Auditors of the Company with effect from 07th August 2024 which has resulted into a
Casual Vacancy in the office of Statutory Auditors of the Company.
Consequent to the casual vacancy arising from the resignation of M/s. Vivekanandan &
Associates, Chartered Accountants, as the Statutory Auditors of the Company with
effect from August 7,2024, the Board of Directors, at its meeting held on the same date,
approved the appointment of M/s. KGS & Associates, Chartered Accountants, (Firm
Registration Number: 010806S) to fill the said vacancy, based on the recommendation
of the Audit Committee. The said appointment was subsequently approved by the
shareholders at the 33rd Annual General Meeting (AGM) held on September 24, 2024.
Further, at the same AGM, the shareholders also approved the appointment of M/s. KGS
& Associates, Chartered Accountants, as the Statutory Auditors of the Company for a
period of five (5) years, commencing from the conclusion of the 33rd AGM until the
conclusion of the 38th AGM of the Company to be held in the year 2029.
COMMENT ON STATUTORY AUDITORâS REPORT:
There are no qualifications, reservations, remarks or disclaimers made by the Statutory
Auditors in their report on the financial statements for the year ended 31st March 2025.
SECRETARIAL AUDITORS:
Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries was
appointed to conduct the Secretarial Audit of the Company for the financial year 2024¬
2025.
The Secretarial Audit report as received from the Secretarial Auditors is annexed to
this report as an Annexure III.
QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:
There are no material qualifications in the Secretarial Report for the financial year
2024-25 except few which was taken on record for due action.
BOARD S COMMENT ON QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:
1. The Company is in the process of completing the dematerialisation of the shares held
by the erstwhile Promoters
2. The delays in filing certain e-forms with the Ministry of Corporate Affairs/Registrar of
Companies were inadvertent and unintentional. The Company has since filed the
pending forms, paid the prescribed additional fees, and strengthened internal
processes to ensure timely compliance going forward.
INTERNAL AUDITORS:
Mr. V S Saptharishi, Internal Auditor, tendered his resignation from the position of
Internal Auditor of the Company. Following the resignation, the Board appointed M/s.
Arul Anto & Co., Chartered Accountants, as the Internal Auditors of the Company for
the financial year 2024-2025. Mr. Arul Anto Mahesh representing M/s. Arul Anto & Co.,
Chartered Accountants is the Internal Auditor of the Company.
COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the
notification of Companies (Cost Records and Audit) Rules, 2014 as amended, the
Company does not fall under the purview of Cost Audit
19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL fKMPl:
As on 31st March, 2025, the Board of Directors of the Company consists of 5 Directors
including a Whole Time Director, Three (3) Non-Executive Independent Directors, and
a Non-Executive Non-Independent Director.
All the above Directors were appointed with effect from 19th October 2022 on the
Board of the Company.
|
S. No |
Name of the Directors |
DIN |
Designation |
|
1. |
Ms. Likhitta Dugar |
09768742 |
Whole-Time Director |
|
2. |
Mr. Suresh Rajasekar |
07706731 |
Independent Director |
|
3. |
Mr. Syed Munnawar Hussain |
07939900 |
Independent Director |
|
4. |
Mr. Velli Paramasivam |
09766538 |
Independent Director |
|
5. |
Mrs. Annjana Dugar |
02189257 |
Non-Executive Director |
There were no changes in the constitution and composition of the Board of the
Directors of the Company during the financial year under review.
The changes in the KMPs of the Company took place in the following manner during
the year under review.
The Board at its meeting held on August 07, 2024 approved the resignation of Mr. D.
Mohan Kumar as the Chief Financial Officer (CFO) with immediate effective and
consequently approved the appointment of Mr. B Thinagaran as Chief Financial Officer
of the Company based on the recommendations of Nomination and Remuneration
Committee effective from August 08, 2024.
The Board at its meeting held on November 11,2024 approved the resignation of Mr.
Palagani Udaya Kumar, Company Secretary and Compliance Officer of the Company
with immediate effect.
The Board at its meeting held on December 27,2024 approved the Appointment of Mr.
Sekhar Subramanian as the Company Secretary and Compliance officer of the Company
based on the recommendations of Nomination and Remuneration Committee in
accordance with Regulation 6 of SEB1 (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
As on the 31st March, 2025, Mr. B Thinagaran is the Chief Financial Officer of the
Company and Mr. Sekhar Subramanian is the Company Secretary and Compliance
Officer of the Company.
Ms. Likhitta Dugar (DIN: 09768742), Whole-Time Director who retires from office by
rotation and being eligible offers herself for re-appointment at the ensuing Annual
General Meeting of the Company
20.FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD. ITS
COMMITFFS & INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations a
structured questionnaire was prepared after taking into consideration of the various
aspects of the Boardsâ functioning, the composition of the Board and its committees,
culture, execution and performance of specific duties, obligations, and governance.
The Board and the Committees were evaluated on various criteria as stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the Board and Committee.
4. Effective Conduct of Board and Committee Meetings.
The Board also carried out the evaluation of Directors and Chairman based on
following criteria:
1. Attendance of meetings
2. Understanding and knowledge of the entity.
3. Maintaining confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board.
The Board found that the performance of all the Directors was quite satisfactory. The
Board also noted that the term of reference and composition of the Committees was
clearly defined. The Committee performed their duties diligently and contributed
effectively to the decisions of the Board.
The functioning of the Board and its committees were quite effective. The Board
evaluated its performance as a whole and was satisfied with its performance and
composition of Independent and Non-Independent Directors.
21. COMPOSITION OF COMMITTEES OF THE BOARD OF THE DIRECTORS:
During the year all the recommendations of the Audit Committee were accepted by the
Board.
The following was the Composition of the Committees of the Board as per the
provisions of the Companies Act, 2013 and the Listing Regulations during the year
under review and as on 31st March 2025:
|
Audit Committee |
|||
|
S. No |
Name |
Role in the |
Designation |
|
1 |
Mr. Velli Paramasivam |
Chairman |
Independent Director |
|
2 |
Ms. Likhitta Dugar |
Member |
Whole-Time Director |
|
3 |
Mr. Suresh Rajasekar |
Member |
Independent Director |
|
Nomination and Remuneration Committee |
|||
|
S. No |
Name |
Role in the |
Designation |
|
1 |
Mr. Suresh Rajasekar |
Chairman |
Independent Director |
|
2 |
Mr. Velli Paramasivam |
Member |
Independent Director |
|
3 |
Mrs. Annjana Dugar |
Member |
Non-Executive Director |
|
Stakeholders Relationship Committee |
|||
|
S. No |
Name |
Role in the |
Designation |
|
1 |
Mrs. Annjana Dugar |
Chairperson |
Non-Executive Director |
|
2 |
Mr. Velli Paramasivam |
Member |
Independent Director |
|
3 |
Mr. Syed Munnawar |
Member |
Independent Director |
|
Rights Issue Committee |
|||
|
S.No |
Name |
Role in the |
Designation |
|
1 |
Mrs. Annjana Dugar |
Chairperson |
Non-Executive Director |
|
2 |
Ms. Likhitta Dugar |
Member |
Whole-Time Director |
|
3 |
Mr. Suresh Rajasekar |
Member |
Independent Director |
22.NUMBER OF MEETINGS OF THE BOARD AND BOARDSâ COMMITTEE HELD
DURING THE FINANCIAL YEAR:
The Board and its Committeeâs meets at regular intervals to discuss and decide on
business strategies/policies and review the financial performance of the Company. The
Board Meetings and Committee meetings are pre-scheduled and a tentative annual
calendar of the Board is circulated to the Directors well in advance to facilitate the
Directors and committed to plan their schedules.
The following are the dates on which Board Meetings and Committee Meetings
happened during the financial year ended 31st March 2025.
|
Meeting |
No. of Meetings during the |
Date of the Meeting |
|
Board Meeting |
7 |
30.05.2024 07.08.2024 11.11.2024 27.12.2024 05.02.2025 10.03.2025 21.03.2025 |
|
Audit Committee |
4 |
30.05.2024 07.08.2024 11.11.2024 05.02.2025 |
|
Nomination and |
2 |
07.08.2024 27.12.2024 |
|
Independent Directorâs |
1 |
05.02.2025 |
|
Rights Issue Committee |
3 |
10.05.2024 10.03.2025 21.03.2025 |
|
Stakeholder''s |
2 |
10.03.2025 21.03.2025 |
The interval between two Board Meetings was well within the maximum period
mentioned under Section 173 of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
20.SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of the Companies Act, 2013, the
Independent Directors held a Meeting on 05th February 2025, without the attendance
of Non-Independent Directors and members of Management.
21.FAM1L1AR1SATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization program is to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes and about the overall functioning
and performance of the Company. The policy and details of familiarization program is
available on the website of the Company at www.i vkot.com
22.INDEPENDENT DIRECTOR S DECLARATION:
All Independent Directors have given declarations that they meet the Criteria of
independence laid down under Section 149 of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in respect of financial year ended 31st March, 2025,
which has been relied on by the Company and placed at the Board Meeting.
23.SECRETARIAL STANDARDS:
In terms of Section 118(10) of the Act, the Company states that the applicable
Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries
of India (ICSI), relating to Meetings of Board of Directors and General Meetings
respectively, have been duly complied with however improvements in certain areas
are being made.
24.WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established
a Vigil Mechanism Policy for Directors and Employees to report concerns about
unethical behaviours, actual or suspected fraud, violations of Code of Conduct of the
Company etc. The mechanism also provides for adequate safeguards against the
victimization of employees who avail themselves of the mechanism and also provides
for direct access by the Whistle Blower to the Audit Committee. It is affirmed that
during the financial year 2024-25, no employee has been denied access to the Audit
Committee. The Vigil Mechanism Policy is also available on the Company''s website
www.iykot.com at https://iykot.com/wp-content/uploads/2025/07/Whistle-Blower-
policy_Final.pdf
25.INTERNAI. FINANCE CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has formulated a framework on Internal Financial Controls in
accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014. The Company
has adequate internal control systems to monitor business processes, financial
reporting and compliance with applicable regulations and they are operating
effectively.
The systems are periodically reviewed by the Audit Committee of the Board for
identification of deficiencies and necessary time-bound actions are taken to improve
efficiency at all the levels. The Committee also reviews the observations forming part
of internal auditors'' report, key issues and areas of improvement, significant processes
and accounting policies.
26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on the Code of Conduct for
the Board Members and Employees of the Company in accordance with the SEB1
(Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to
maintain the Standard of Business Ethics and ensure compliance with the legal
requirements of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical conduct at the
Board and by employees. The Compliance Officer is responsible to ensure adherence to
the Code by all concerned.
The Code lays down the standard of Conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the workplace, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management Personnel have confirmed
Compliance with the Code.
27. LQ^PQRA.I..L^XlALR.ESPOj^SlBiLlTV^CS_RJ.:
As per the provisions of Section 135 of the Companies Act, 2013, all Companies having
a Net Worth of Rs.500 Crores or more, or a turnover of Rs.1,000 Crores or more or a
Net Profit of Rs.5 Crore or more during any financial year are required to constitute a
CSR Committee and our Company does not meet the criteria as mentioned above, hence
the Company has not constituted any Corporate Social Responsibility (CSR)
Committee; and has not developed and implemented any Corporate Social
Responsibility (CSR) initiatives and the provisions of Section 135 of the Companies Act,
2013 are not applicable to the Company.
31. PARTICULARS OF EMPLOYEES:
There are no employees falling within the provisions of Section 197 of the Companies
Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 during the financial year ended
31st March 2025.
32. DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India [1CS1] and is of the view that such systems are adequate and operating effectively.
33. DIRECTORS'' RESPONSIBILITIES STATEMENT:
As required under Section 134(3)(c] of the Companies Act, 2013, the Directors hereby
state and confirm that they have:
a] In the preparation of the annual accounts for the year ended 31st March 2025, the
applicable accounting standards had been followed along with proper explanation
relating to material departures.
b) They have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent, 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 the year ended on that date.
c] They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other
irregularities.
d) They have prepared the annual accounts on a going concern basis.
e] They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
34. THE CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
Conservation of energy is of utmost significance to the Company. Every effort is made
to ensure optimum use of energy by using energy- efficient computers, processes and
other office equipment. Constant efforts are made through regular/ preventive
maintenance and upkeep of existing electrical equipment to minimize breakdowns and
loss of energy.
B. TECHNOLOGY ABSORPTION:
The Company is continuously making efforts for induction of innovative technologies
and techniques required for the business activities.
â¢Steps taken bycompany for utilizing alternate sources of energy: NIL
â¢Capital investment on energy conservation equipment''s: NIL
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Rs. In Lakhs)
|
Foreign Exchange |
2024-25 |
2023-24 |
|
Earnings And |
||
|
Outgo |
||
|
Earning in Foreign |
1,04,452 |
Nil |
|
Expenditure in |
Nil |
Nil |
|
C1F value of imports - |
Nil |
Nil |
35. CORPORATE GOVERNANCE REPORT:
As prescribed under the provisions of Regulation 15(2) of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations 2015, the Company does not fall under the
purview of complying with the provisions of Corporate Governance provisions.
However, as a part of good corporate practices and in the interest of transparency, the
Company has voluntarily complied with the certain provisions relating to Corporate
Governance for FY 2024-25.
36. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 20161 DURING THE YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
There are no proceedings initiated and pending under the Insolvency and Bankruptcy
Code, 2016 against the Company during the year under review.
37. TjHE_DEXAlLi>j)jiDlJ:FTR.ENCE_jBETWEEN_AM
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:
The Company has not made any one-time settlement for loans taken from the banks or
financial institutions, and hence the details of difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking
loan from the banks or Financial Institutions along with the reasons thereof is not
applicable during the year under review.
38. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL
YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND
KMP:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company and Directors is furnished hereunder:
|
S. No |
Name |
Designation |
Remuneration paid FY 2024-25 |
Remuneration paid FY 2023-24 |
Increase/ |
|
1 |
Ms. Likhitta |
Whole-Time Director |
12,60,000 |
12,60,000 |
No change in |
39. LISTING FEES:
The Company confirms that it has paid the annual listing fees for the financial year
2024-25 to BSE Limited.
40. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company was closed from
Wednesday, 17th September, 2025 to Tuesday, 23rd September, 2025 (both days
inclusive) for the purpose of the AGM during the financial year ended 31st March 2025.
41. MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
42. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE f POSH'' l
The Company has adopted a policy for Prevention of Sexual Harassment at the
Workplace, in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Actâ). An Internal
Complaints Committee ("ICCâ) has been duly constituted as per the provisions of the
POSH Act to redress complaints regarding sexual harassment at the workplace.
During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as
follow:
|
a. |
Number of Complaints of Sexual Harassment |
Nil |
|
b. |
Number of Complaints disposed off during the year |
Nil |
|
c. |
Number of cases pending for more than ninety days |
Nil |
43. WEBL1NK OF ANNUAL RETURN. IF ANY:
Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return for the
financial year ended 31st March, 2025 is available on the Company''s website at:
https://iykot.com/investor-relations/34th-agm/
44. NO ESOP/ BUYBACK DECLARATION:
The Company has not issued any shares under an Employeesâ Stock Option Scheme,
Sweat Equity, nor undertaken any Buyback of Securities during the year under
review.
45. SIGNIFICANT CORPORATE ACTIONS POST THE FINANCIAL YEAR ENDED 31st
MARCH. 2025:
.During the year under review and subsequent to the balance sheet date, the Company
has undertaken the following significant corporate actions:
1. Rights Issue of Equity Shares - The Company launched a Rights Issue of
1,41,96,000 partly paid-up equity shares of ^5.00 each at a premium of ^2.00 per share,
aggregating to ^7.00 per share. At the application stage, a sum of ^1.75 per share (^1.25
towards face value and ?0.50 towards share premium] was collected.
2. Promoter Re-classification Request - The Company has received a request from
Electronics Corporation of Tamil Nadu Limited, an erstwhile Promoter entity, seeking
re-classification from "Promoterâ to "Public" category under Regulation 31A of SEB1
(LODR] Regulations, 2015. The application has been filed with BSE and approval from
the Exchange is currently pending.
3. First and Final Call of Rights Issue - After the close of the financial year, the
Company made the First and Final Call of ^5.25 per share (^3.75 towards face value
and ^1.50 towards premium] on the partly paid-up equity shares.
Pursuant to the call, a total of 40,99,746 partly paid-up shares were converted into fully
paid-up shares, with an aggregate amount of ^2.15 crores realised (?1.54 crores
towards face value and ^0.61 crores towards share premium].
4. Balance Partly Paid-Up Shares - Post conversion, 1,00,96,254 shares remain partly
paid-up, which will continue to remain partly paid until receipt of the balance monies
or further corporate action as per law.
5. Fines levied by Stock Exchange: Subsequent to the close of the financial year, the
Company has received communications from BSE regarding certain Standard
Operating Procedure (SOP] fines for alleged compliance delays. It is clarified that no
formal demand for payment has been raised by BSE. The Company has submitted
detailed representations contesting these levies on the grounds that several of the
alleged defaults are time-barred, earlier waived, or already complied with.
Separately, BSE has levied an SOP fine of ^1,75,000 on 25th May 2025 for the delay in
filing the promoter reclassification application relating to ELCOT under Regulation 31A
of SEBI LODR. As waiver applications can only be made after payment, the Company
has remitted the amount along with applicable GST and has applied for waiver of the
same. Both matters remain under consideration with the Stock Exchange, and the
Company is actively pursuing appropriate reliefs to ensure that no undue financial
burden arises.
46. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their sincere gratitude to the
encouragement, assistance, cooperation, and support given by the Government
authorities during the year. They also wish to convey their gratitude to all the
customers, auditors, suppliers, dealers, and all those associated with the Company for
their continued patronage during the year.
Your Directors also wish to place on record their appreciation for the hard work and
efforts put in by the employees at all levels. The directors are thankful to the esteemed
stakeholders for their continued support and the confidence reposed in the Company
and its management.
47. CAUTIONARY STATEMENT:
The statements contained in the Boardâs Report and Management Discussion and
Analysis Report contain certain statements relating to the future and therefore are
forward looking within the meaning of applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation.
Place: Chennai By and on behalf of Board of Directors
Date: 04th August 2025 For Iykot Hitech Toolroom Limited
Sd/- Sd/-
Likhitta Dugar Velli Paramasivam
Whole-Time Director Director
(DIN:09768742) (DIN:09766538)
Mar 31, 2024
Your directors have pleasure in presenting the 33rd Annual Report on the business and
operations of your company along with the Audited Financial statements for the year ended 31st
March 2024.
1. FINANCIAL RESULTS:
The summarized Financial Results for the year ended 31st March 2024
(Rs. In Lakhs)
|
PARTICULARS |
2023-24 |
2022-23 |
|
Revenue from operations |
133.38 |
225.04 |
|
Other Income |
8.73 |
9.66 |
|
Total Income |
142.11 |
234.71 |
|
Total expenses |
340.80 |
347.90 |
|
Profit/(Loss) before interest and |
(182.49) |
(97.20) |
|
Less: Interest |
0 |
0 |
|
Profit before depreciation |
(182.49) |
(97.20) |
|
Less: Depreciation |
16.20 |
15.98 |
|
Profit/(Loss) before tax |
(198.69) |
(113.18) |
|
Exceptional Item |
0 |
0 |
|
Tax Expenses: |
||
|
Current Tax |
0 |
0 |
|
Deferred Tax |
0 |
0 |
|
MAT Credit entitlement |
0 |
0 |
|
Transfer to Reserve |
0 |
0 |
|
Profit / (Loss) carried to Balance |
(198.69) |
(113.18) |
2. STATE OF AFFAIRS OF THE COMPANY''S AFFAIRS/ CHANGE IN NATURE OF
BUSINESS:
During the year under review, the Company incurred a loss of Rs. (198.69) lakhs against a Net
loss of Rs. (113.18) lakhs in the previous year.
The Company has started Part manufacturing & Contractual manufacturing of Kitchen and
Home Appliances under the Brand ZADASTAR and started promoting & marketing the same.
3. CAPITAL INFUSION:
The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 3,04,20,000/- (Rupees Three
Crores Four Lakhs Twenty Thousand only).
There is change in the paid-up capital of the Company, Since the Company has allotted 14196000
Partly Paid-up Equity Shares of Face value of Rs.5 each at a price of Rs.7 per Rights Equity share
(Including a Premium of Rs.2 per Rights Equity Share) on a Rights Basis in the Board Meeting
held on 10th May 2024. Hence, the Paid-up Capital of the Company after post allotment of Right
Issue was Rs. 4,81,65,000/ - (Rupees Four Crores Eighty One Lakhs Sixty Five Thousand Only)
The Board of Directors at their Board meeting held on 07th August 2024 has decided to increase
the Authorized share capital from Rs.11,00,00,000/- (Rupees Eleven Crores only) divided into
2,20,00,000 (Two Crores Twenty Lakhs) Equity Shares of Rs.5/- (Rupees Five) each to
Rs.15,00,00,000/- (Rupees Fifteen Crores Only) divided into 3,00,00,000 (Three Crores) Equity
Shares of Rs.5/- (Rupees Five) each ranking pari passu in all respect with the existing Equity
Shares of the Company.
The proposed increase of Authorised Share Capital requires the approval of members in general
meeting u/s 13 and 61 of the Companies Act, 2013.
4. DIVIDEND:
The Board of Directors have not recommended any dividend for the financial year 2023-24.
5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
There has been no loan and guarantees given or made by the Company under Section 186 of the
Act, 2013 during the financial year 2023-24.
6. TRANSFER TO GENERAL RESERVE:
Your directors do not propose to transfer any amount to the general reserve of the company
during the financial year 2023-24.
7. DEPOSITS:
During the financial year 2023-24, your Company has not accepted any deposit under the
provisions of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:
During the year 2023-24, the Company had not entered into any material transaction with related
parties pursuant to the provisions of section 188 of the Companies Act, 2013. AOC-2 is attached
to this Report as Annexure III.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion & Analysis Report on the business of the Company for the year
ended 31st March 2024 as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015,
is annexed as Annexure-I to this report.
10. BOARD POLICIES:
The Company has the following policies which are applicable as per the Companies Act, 2013
and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company
www.iykot.com
(i) Composition of Board of Directors and its committees.
(ii) Code of conduct for board and senior management personal.
(iii) Policy for prevention, prohibition and redressal of sexual harassment at the workplace.
(iv) Terms and conditions of appointment of Independent Directors.
(v) Policy on Board Diversity.
(vi) Vigil Mechanism/ Whistle Blower Policy.
(vii) Policy for determination of materiality of events or information.
(viii) Formalization program for Independent Directors.
(ix) Criteria for making payments to Non-Executive Directors.
(x) Policy on preservation and archival of documents.
(xi) Nomination and remuneration Policy
(xii) Performance Evaluation Policy.
(xiii) Succession plan.
(xiv) Code of conduct for insider trading.
(xv) Policy for determination of material subsidiaries.
(xvi) Code of practices and procedures for fair disclosure of UPSI.
Since your Company''s paid-up Equity Capital, and Net worth is less than Rs. 10 Crores and Rs.
25 Crores respectively, the provisions of SEBI (LODR) 2015 relating to corporate governance is
not applicable.
11. NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy
which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the company. The policy also lays down the criteria for
selection and appointment of Board Members. The policy and details of Nomination and
Remuneration is available on the website of the Company at www.iykot.com.
In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following responsibilities:
1. The Committee had formulated the criteria for determining qualifications, positive attributes,
and independence of a director. and is available in the company website www.iykot.com.
2. The Committee shall identify persons who are qualified to become Director and persons who
may be appointed in Key Managerial and Senior Management positions in accordance with
the criteria laid down in this policy.
3. Recommend to the Board, appointment, and removal of Director, KMP and Senior
Management Personnel.
4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior
Management Personnel at regular intervals (yearly).
5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to
the Board for approval. The remuneration/ compensation/ commission etc. shall be subject
to the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.
6. Increments to the existing remuneration/ compensation structure may be recommended by
the Committee to the Board which should be within the slabs approved by the Shareholders
in the case of Managerial Personnel.
7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie
Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees
for indemnifying them against any liability, the premium paid on such insurance shall not be
treated as part of the remuneration payable to any such personnel. Provided that if such
person is proved to be guilty, the premium paid on such insurance shall be treated as part of
the remuneration.
8. The Non-Executive/ Independent Director is not paid remuneration by way of fees for
attending meetings of the Board or Committee thereof.
9. Commission to Non-Executive/ Independent Directors If proposed may be paid within the
monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net
profits of the Company computed as per the applicable provisions of the Companies Act,
2013.
12. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS
FRONT:
Training in all sectors is given to its employees periodically and motivated to work in line with
the development of the industry. The willingness and commitment of the employees help the
company to stand tall among its customer in quality and service.
13. INTERNAL COMPLAINTS COMMITTEE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in
place for all works and offices of the Company to redress complaints received regarding sexual
harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available
on the website of the Company at www.iykot.com
During the Financial Year under review, no complaints with allegation of sexual harassment
were filed with the ICC.
Internal Complaint Committee Members:
1. Ms. Likhitta Dugar
2. Mrs. Annjana Dugar
The Committee met once in the financial year 2023-24. The Company is committed to provide a
safe and conducive work environment to its employees during the financial year. Your directors
state that during the financial year 2023-24, there were no cases filed pursuant to the Sexual
harassment of Women at workplace (Prevention and Redressal) Act, 2013.
14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any subsidiaries, associates and joint venture companies.
15. COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY
COMPANY:
The Company neither has any holding nor is any subsidiary company, therefore, disclosure
under Section 197 (14) of the Companies Act, 2013 not applicable.
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which these financial statements
relate and the date of this report under section 134(3)(l) of the companies act, 2013.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact
the going concern status of the Company and its future operations.
18. REPORTING OF FRAUDS BY AUDITORS:
The statutory auditors have not reported any instance of fraud under Section 143(12) of the
Companies Act, 2013 during this year.
19. AUDITORS:
STATUTORY AUDITORS:
M/S. Vivekanandan & Associates, Chartered Accountant, (Firm Registration Number: 005268 S)
were appointed as statutory auditor of the company for the term of five years in the 31st Annual
General Meeting held on 29th September 2022 and they continue to be the Auditors till this 36th
Annual General Meeting.
But due to some reason M/s. Vivekanadan Associates, Chartered Accountants (Firm''s
Registration No. 05268 S) have tendered their resignation as Statutory Auditors w.e.f. 07.08.2024
which has resulted into a casual vacancy in the office of Statutory Auditors of the Company.
The Board of Directors of the Company has appointed M/s. KGS & Associates, Chartered
Accountants (Firm''s Registration No. 010806S) as the Statutory Auditors of the Company to fill
the casual vacancy from the conclusion of the 33rd Annual General Meeting until the conclusion
of the 38th Annual General Meeting of the Company to be held in the year 2029.
COMMENT ON STATUTORY AUDITOR''S REPORT:
There are no qualifications, reservations, remarks or disclaimers made by M/s. Vivekanadan
Associates, Statutory Auditors, in their audit report.
SECRETARIAL AUDITOR:
Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Swetha
Subramanian, Partner of M/s. Lakshmmi Subramanian & Associates, Practicing Company
Secretaries (Membership No. F10815, CP No. 12512) was appointed to conduct the Secretarial
Audit for the financial year 2023-2024.
The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as
Annexure II.
QUALIFICATION IN SECRETARIAL AUDIT REPORT
There are no material qualifications in the Secretarial Report for the financial year 2023-24 except
few which was taken on record for due action.
Board''s reply:
The company is in the process of dematerialising the shares of promoters.
INTERNAL AUDITORS:
Mr V S Saptharishi B.Com F C A (M.No.024123) was appointed as an Internal Auditor of the
Company w.e.f., 01st April 2023. The Audit Committee determines the scope of internal Audit in
line with regulatory and business requirements.
COST AUDITORS:
Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not fall under
the purview of Cost Audit.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board consists of 4 directors and 3 KMP including a Whole Time Director, Company
Secretary and Chief Financial Officer.
|
Ms Likhitta Dugar |
Whole Time Director |
|
Mr. Suresh Rajasekar |
Independent Director |
|
Mrs. Annjana Dugar |
Non-Executive Director |
|
Ms. Syed Munnawar Hussain |
Independent Director |
|
Mr. Velli Paramasivam |
Independent Director |
All the above directors were appointed w.e.f 19th October 2022
Director''s Retirement:
⢠To appoint a director in place of Mrs. Annjana Dugar (having DIN 02189257) who retires
from office by rotation and being eligible offers herself for reappointment.
21. BOARD EVALUATION:
Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared
after taking into consideration of the various aspects of the Boards'' functioning, the composition
of the Board and its committees, culture, execution and performance of specific duties,
obligations, and governance.
The board and the committee were evaluated on various criteria as stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the board and committee.
4. Effective Conduct of Board and Committee Meetings.
6. Monitoring by the Board management effectiveness in implementing strategies, managing
risks and achieving the goals.
The Board also carried out the evaluation of directors and chairman based on following criteria:
1. Attendance of meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board
22. COMPOSITION OF COMMITTEES OF THE BOARD:
During the year all the recommendations of the Audit Committee were accepted by the Board.
Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is
given as under:
|
AUDIT COMMITTEE |
|
|
Mr. Velli Paramasivam |
Independent Director |
|
Ms. Likhitta Dugar |
Whole Time Director |
|
Mr. Suresh Rajasekar |
Independent Director |
|
NOMINATION AND REMUNERATION COMMITTEE |
|
|
Mr. Suresh Rajasekar |
Independent Director |
|
Mrs. Annjana Dugar |
Non-Executive Director |
|
Mr. Velli Paramasivam |
Independent Director |
|
STAKEHOLDERS RELATIONSHIP COMMITTEE |
|
|
Mrs. Annjana Dugar |
Non-Executive Director |
|
Mr. Velli Paramasivam |
Independent Director |
|
Mr. Syed Munnawar Hussain |
Independent Director |
23. NUMBER OF MEETINGS OF THE BOARD AND BOARDS'' COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies / policies and
review the financial performance of the Company. The Board Meetings are pre-scheduled, and a
tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate
the Directors to plan their schedules.
|
Meeting |
No. of Meetings during the |
Date of the Meeting |
|
Board Meeting |
5 |
17.05.2023, 07.08.2023, 08.11.2023, 02.02.2024, |
|
Audit Committee |
4 |
17.05.2023, 07.08.2023, 08.11.2023, |
|
Nomination & |
1 |
02.02.2024 |
|
Remuneration Committee |
The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations
Requirements) Regulations, 2015.
24. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent
Directors held a Meeting on 10th February 2024, without the attendance of Non-Independent
Directors and members of Management.
25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization program is to update the Directors on the roles, responsibilities, rights and
duties under the Act and other statutes and about the overall functioning and performance of the
Company. The policy and details of familiarization program is available on the website of the
Company at www.iykot.com
26. INDEPENDENT DIRECTOR''S DECLARATION:
All Independent Directors have given declarations that they meet the Criteria of independence
laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial
year ended 31st March, 2024, which has been relied on by the Company and placed at the Board
Meeting.
27. SECRETARIAL STANDARDS:
In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial
Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to
Meetings of Board of Directors and General Meetings respectively, have been duly complied with
however improvements in certain areas are being made.
28. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil
Mechanism policy for directors and employees to report concerns about unethical behaviors,
actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism
also provides for adequate safeguards against the victimization of employees who avail
themselves of the mechanism and also provides for direct access by the Whistle Blower to the
Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been
denied access to the Audit Committee. The vigil mechanism policy is also available on the
Company''s website www.iykot.com
29. INTERNAL FINANCE CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has formulated a Framework on Internal Financial Controls In accordance with
Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control
systems to monitor business processes, financial reporting and compliance with applicable
regulations and they are operating effectively.
The systems are periodically reviewed by the Audit Committee of the Board for identification of
deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels.
The Committee also reviews the observations forming part of internal auditors'' report, key issues
and areas of improvement, significant processes and accounting policies.
30. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board
Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders
Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business
Ethics and ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board
and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all
concerned.
The Code lays down the standard of Conduct which is expected to be followed by the Directors
and the designated employees in their business dealings and in particular on matters relating to
integrity in the workplace, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management Personnel have confirmed Compliance with
the Code.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth
of Rs.500crore or more, or a turnover of Rs.1,000crore or more or a net profit of Rs5crore or more
during any financial year are required to constitute a CSR committee and our Company does not
meet the criteria as mentioned above, hence the Company has not constituted any Corporate
Social Responsibility Committee; and has not developed and implemented any Corporate Social
Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not
applicable to the Company.
32. EXTRACT OF ANNUAL RETURN:
The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, is available on company''s website
and can be accessed - www.iykot.com.
33. PARTICULARS OF EMPLOYEES:
There are no employees falling within the provisions of Section 197 of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
34. DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of
the view that such systems are adequate and operating effectively.
35. DIRECTORS'' RESPONSIBILITIES STATEMENT:
As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and
confirm that they have:
a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.
b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, 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 the year ended on that date.
c) They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities.
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
During the year under review, there were no frauds reported by the Auditors on the employees
or officers of the Company under section 143(10) of the Companies Act, 2013.
36. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
a. In view of the pandemic and employees working from home the registered office has
been shifted to a very small place wherein there is absolutely no power consumption
when compared to the earlier years
b. Improvements in operating efficiency and reduction in the employee strength.
B. TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption: NIL
(ii) Benefits derived
Production improvement: NIL
Cost Reduction: NIL
Production development or Import substitution; NIL
(iii) Import Technology; NIL
(iv) Expenditure incurred on Research and Development; NIL
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
|
FOREIGN EXCHANGE |
2023-24 |
2022-23 |
|
Earning in Foreign |
NIL |
NIL |
|
Expenditure in |
NIL |
NIL |
|
CIF value of imports - Raw Materials - |
NIL |
NIL |
37. CORPORATE GOVERNANCE REPORT:
As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of
complying with the provisions of Corporate Governance. During the year, with the approval of
the Board of Directors, your Company has informed the non-applicability provision to the
Bombay Stock Exchange.
Since the provision of Corporate Governance is not applicable for the entire Financial Year 2023¬
24, a separate report of Corporate Governance is not disclosed in the Annual Report 2023-24.
38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
39. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE
OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE
COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC: NIL
40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank or
Financial Institution.
41. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR
AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company and Directors is furnished hereunder:
|
S. No |
Name |
Designation |
Remuneratio FY 2023-24 |
Remuneratio |
Increase/Decrease in |
|
1 |
Mr Iyempandi |
Managing Director |
- |
17,98,095 |
- |
|
2 |
Ms Likhitta |
Whole-Time Director |
12,60,000 |
5,25,000 |
7,35,000 |
42. LISTING FEES:
The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay
Stock Exchange.
43. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed with effect
from Wednesday, 18th of September 2024 to Tuesday, 24th of September 2024 (both days
inclusive).
44. ACKNOWLEDGEMENT:
Your directors take this opportunity to express their sincere gratitude to the encouragement,
assistance, cooperation, and support given by the Central Government, the Government of Tamil
Nadu during the year. They also wish to convey their gratitude to all the customers, Auditors,
suppliers, dealers, and all those associated with the company for their continued patronage
during the year.
Your directors also wish to place on record their appreciation for the hard work and unstinting
efforts put in by the employees at all levels. The directors are thankful to the esteemed
stakeholders for their continued support and the confidence reposed in the Company and its
management.
45. CAUTIONARY STATEMENT:
The statements contained in the Board''s Report and Management Discussion and Analysis
Report contain certain statements relating to the future and therefore are forward looking within
the meaning of applicable securities, laws and regulations. Various factors such as economic
conditions, changes in government regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation.
Place: Chennai By and on behalf of Board of Directors
Date: 07-08-2024
Sd/- Sd/-
Likhitta Dugar Velli Paramasivam
Whole Time Director Director
DIN: 09768742 DIN: 09766538
Mar 31, 2014
Dear Members,
The Directors have great pleasure in presenting their 23 rd Annual
Report and the Audited accounts of the company for the year ended 31st
March 2014.
1.0 FINANCIAL RESULTS
Year ended 31.03.2014 31.03.2013
Profit & Loss before
interestanddepreciation 41.45 18.96
Interest 12.78 15.67
Depreciation 24.91 21.59
Deferred tax asset/liability (2.05) 1 .19
Profit and Loss after
interest and depreciation 1.71 (19.49)
Provision for taxation 0.70 -
Profit / (Loss) after taxation 1.01 (19.49)
Balance Brought Forward
from Previous year (44.29) (24.80)
Balance carried to
Balance Sheet (43.28) (44.29)
2.0 DIVIDEND:
Considering the accumulated losses, your Directors have not recommended
any dividend on equity share capital of the company for the year ended
31st March 2014.
3.0 AUSTERITY MEASURES:
The Company continues to pursue austerity measures to achieve cost
reduction.
4.0 CORPORATE GOVERNANCE
As per the Clause 49 of the Listing Agreement and in accordance with
the provisions of the said Clause Audit Committee, Share
holders/Investors Grievance Committee, Remuneration Committee has met
and transacted business as laid down.
In pursuance of Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report along with the Auditors
Certificate are given elsewhere and form part of this report.
5.0 TRADING IN THE SHARES / DEMAT OF SHARES
Your shares are demated with ISNI Code INE 079L01013 and are approved
both NSDL and CDSL with effect from May 2010.
Your shares are traded at Bombay Stock Exchange.
6.0 DIRECTORS
The Company has, pursuant to the provisions of clause 49 of the Listing
Agreement entered into with the Stock Exchange has appointed
Mr.Rajapandian Sivalingam T, Mr.Muthulingam Sivarama Krishnan and
Mr.Paramasivan Arunachala Devar as Independent Directors of the
Company. The Company has received declarations from the appointee
independent directors, that they meet the criteria of independence, as
prescribed both under sub-section (6) of Section 149 of the Companies
Act 2013 and under the said clause 49. In accordance with the
provisions of section 149(4) and section 152 (5) of the Companies
Act,2013, Mr.Rajapandian Sivalingam T, Mr. Muthulingam Sivarama
Krishnan and Mr. Paramasivan Arunachala Devar are being appointed as
Independent Directors to hold office as per their tenure of appointment
mentioned in the Notice of the forthcoming AGM of the Company.
Mrs. Karthiga Karthikeyan was appointed as an additional Director of
the Company with effect from 31st July 2014 and holds office till the
Conclusion of this Annual General Meeting. A notice has been received
from the Member of the Company signifying his intention to propose
Mrs.Karthiga Karthikeyan as a candidate for the office of Director of
the Company under Section 160(1) of the Companies Act, 2013 and liable
to retire by rotation.
Mr.Iyempandi Subbiah Director of the Company retires by rotation and
being eligible, offers himself for reappointment, in accordance with
the requirements of Companies Act, 2013.
7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES
ACT, 1956.
During the year no employees has drawn salary in excess of the amounts
prescribed under Section 217 (2A) of the Companies Act, 1956 read with
(Companies particulars of employees) Rules 1975.
8.0 FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from the public from
the date of commencement of Business.
9.0 COMPANY SECRETARY:
Steps are being taken to appoint a whole-time Company Secretary under
the provisions of the Companies Act, 1956.
10.0 AUDITOR''S REPORT
With reference to point no.2(d) and point no.viii of the Auditor''s
Report we would like to furnish our reply as under:
(i) Non provision of gratuity and leave encashment : According to the
management considering the number of employees, we are of the opinion,
the leave encashment and gratuity will be accounted on cash basis.
(ii) Internal Audit : The company''s average annual turnover has
exceeded Rs. 5.0 crores, in the financial year 2013 - 2014. Hence the
company will be appointing internal auditor in the financial year
2014-2015
11.0 AUDITORS
The Auditors, M/s. Ramadoss & Co., Chartered Accountants, Chennai hold
office up to the date of the ensuing Annual General Meeting and are
eligible for re- appointment. As required under the provisions of
Section 139 of the Companies Act, 2013, the Company has obtained
written confirmation from M/s. Ramadoss & Co., that their appointment,
if made, would be in conformity with the limits specified in the said
section.
12.0 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 statement in terms of Section 217 (2AA) of the Companies Act,
1956:
(a) That in the preparation of the annual accounts for the year ended
March 31st 2014, the applicable accounting standards have been followed
along with proper explanation.
(b) That such accounting policies as mentioned in schedule 20 to the
annual accounts have been selected and applied consistently and
judgments and estimates that are reasonable and prudent made so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year ended on March 31st 2014 and of the
profit/loss of the company for that year;
(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, 1 956, for safeguarding the assets of the company and to
prevent and detect fraud and other irregularities;
(d) That the Annual accounts for the year ended 31st March 2014 have
been prepared on a going concern basis.
13.0 CORPORATE GOVERNANCE
A separate detailed corporate governance report is attached herewith.
14.0 COMPLIANCE CERTIFICATE:
As per the provisions of Section 383A of the Companies Act, 1956, a
compliance certificate from a Company Secretary in whole time practice
is annexed hereto which forms part of this Report.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the
continuous support received by the Company from the investors,
participating Banks, Central/State Government departments, its
Customers and Suppliers.
Place : Chennai S. IYEMPANDI
Date : 31.07.2014 Managing Director
Mar 31, 2013
The Directors have great pleasure in presenting their 22nd Annual
Report and the Audited accounts of the company for the year ended 31st
March 2013.
1.0 FINANCIAL RESULTS
Year ended
31.03.2013 31.03.2012
Profit & Loss before
interest and depreciation 18.96 117.16
Interest 15.67 15.74
Depreciation 21.59 20.96
Deferred tax asset/liability (1.19) 0.11
Profit and Loss after interest
and depreciation (19.49) 80.35
Provision for taxation 24.78
Profit / (Loss) after taxation (19.49) 55.57
Balance Brought Forward from
Previous year (24.80) (80.37)
Balance carried to
Balance Sheet (44.29) (24.0)
2.0 DIVIDEND:
Considering the accumulated losses, your Directors have not recommended
any dividend on equity share capital of the company for the year ended
31st March 2013.
3.0 AUSTERITY MEASURES:
The Company continues to pursue austerity measures to achieve cost
reduction.
4.0 CORPORATE GOVERNANCE
As per the Clause 49 of the Listing Agreement and in accordance with
the provisions of the said Clause Audit Committee, Share
holders/Investors Grievance Committee, Remuneration Committee has met
and transacted business as laid down.
In pursuance of Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report along with the Auditors
Certificate are given elsewhere and form part of this report.
5.0 TRADING IN THE SHARES / DEMAT OF SHARES
Your shares are demated with ISNI Code INE 079L01013 and are approved
both NSDL and CDSL with effect from May 2010.
Your shares are traded at Bombay Stock
Exchange.
6.0 DIRECTORS
Under Article 116, Thiru.M.S.Krishnan Director of the Company retire
from office by rotation and being eligible, offers for re-appointment.
It is with a heavy heart we inform you about the sudden demise of our
Director Prof.Rooshikumar Pandya who passed away on 13th April 2013. He
served your company from the inception and was a great guiding force
for the executive directors.
7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES
ACT, 1956.
During the year no employees has drawn salary in excess of the amounts
prescribed under Section 217 (2A) of the Companies Act, 1956 read with
(Companies particulars of employees) Rules 1975.
8.0 FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from the public from
the date of commencement of Business.
9.0 COMPANY SECRETARY:
Steps are being taken to appoint a whole-time Company Secretary under
the provisions of the Companies Act, 1956.
10.0 AUDITOR''S REPORT
(i) Non provision of gratuity and leave encashment : According to the
management considering the number of employees, we are of the opinion,
the leave encashment will be accounted on cash basis.
(i) a) In regards gratuity, the company will be entering into a
agreement with M/s. Life Insurance Corporation of India in the ensuing
year.
(ii) Internal Audit : The company''s average annual turnover has
exceeded Rs. 5.0 crores, in the financial year 2012 - 2013. Hence the
company will be appointing internal auditor in the financial year
2013-2014
11.0 AUDITORS
M/s.Ramadoss & Co, Chartered Accountants, Chennai retires at the
conclusion of 22nd Annual General Meeting and are eligible for
re-appointment.
The Directors recommend their re-appointment.
12.0 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 statement in terms of Section 217 (2AA) of the Companies Act,
1956:
(a) That in the preparation of the annual accounts for the year ended
March 31st 2013, the applicable accounting standards have been followed
along with proper explanation.
(b) That such accounting policies as mentioned in schedule 23 to the
annual accounts have been selected and applied consistently and
judgments and estimates that are reasonable and prudent made so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year ended on March 31st 2013 and of the
profit/loss of the company for that year;
(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, 1956, for safeguarding the assets of the company and to
prevent and detect fraud and other irregularities;
(d) That the Annual accounts for the year ended 31st March 2013 have
been prepared on a going concern basis.
14.0 CORPORATE GOVERNANCE
A separate detailed corporateb governance report is attached herewith.
15.0 COMPLIANCE CERTIFICATE:
CERTIFICATE UNDER CLAUSE 47 OF THE LISTING AGREEMENT FOR THE YEAR ENDED
31ST MARCH 2013.
We have examined all share Transfer Deeds, Memorandum of Transfers,
Register, files and other documents relating to M/s.IYKOT HITECH
TOOLROOM LTD, (Regn No.21330 of 1991) maintained by Cameo Corporate
Services Ltd "Subramanian Building, No.1, Club House Road, Chennai Â
600 002 pertaining to transfer of equity shares of the Company for the
period from 01.04.2012 to 31.03.2013 for the purpose of issuing
Certificate as per Clause 47 (C)of the Listing Agreement entered in to
by, M/s.
IYKOT HITECH TOOLROOM LTD, with the Stock Exchanges and based on the
information provided by Cameo Corporate Services Ltd and hereby certify
that the Company has delivered during year ended on 31.03.2013.
a) Share Certificate relating to the Share Transfer Deeds received
during the period from 01.04.2012 to 31.03.2013 as entered in the
Memorandum of Transfers have been issued within one month from
respective date of lodgment of each deed excepting those rejected on
technical grounds.
b) Share Certificates in respect of requests for exchange of duplicate
and split certificates have been issued within one month of lodgment.
Lakshmi Subramanian
Senior Partner
Practicing Company Secretaries
(Membership No.3534)
"Murugesa Naicker Office Complex",
81, Greams Road, Chennai - 600 006.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the
continuous support received by the Company from the investors,
participating Banks, Central/State Government departments, its
Customers and Suppliers.
S. IYEMPANDI
Managing Director
Place : Chennai
Date : 25.05.2013
Mar 31, 2012
The Directors have great pleasure in presenting their 21st Annual
Report and the Audited Accounts of the company for the year ended 31st
March 2012.
1.0 FINANCIAL RESULTS :
Year ended 31.03.2012 31.03.2011
Profit & Loss before
interest and depreciation 117.16 125.46
Interest 15.74 11.97
Depreciation 20.96 18.18
Deferred Tax Asset/Liability 0.11 0.16
Profit and Loss after
interest and depreciation 80.35 95.31
Short provision of income
tax of earlier year - 2.85
Provision for taxation 24.78 29.61
Profit / (Loss) after taxation 55.57 63.00
Balance Brought Forward
from Previous year (80.37) (143.38)
Balance carried to
Balance Sheet (24.80) ( 80.37)
2.0 Dividend :
Considering the accumulated losses, your Directors have not recommended
any dividend on equity share capital of the company for the year ended
31st March 2012.
3.0 AUSTERITY MEASURES:
The Company continues to pursue austerity measures to achieve cost
reduction.
4.0 CORPORATE GOVERNANCE
As per the Clause 49 of the Listing Agreement and in accordance with
the provisions of the said Clause Audit Committee,
Shareholders/Investors Grievance Committee, Remuneration Committee has
met and transacted business as laid down.
In pursuance of Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report along with the Auditors
Certificate are given elsewhere and form part of this report.
5.0 TRADING IN THE SHARES / DEMAT OF SHARES
Your shares are demated with ISNI Code INE 079L01013 and are approved
both NSDL and CDSL with effect from May 2010.
Your shares are traded at Bombay Stock Exchange.
6.0 DIRECTORS
Under Article 1 1 6, Thiru. A. Paramasivam, and Dr. S. Rajapandian
Directors of the Company retire from office by rotation and being
eligible, offer for re-appointment.
7.0 INFORMATION UNDER SECTION 21 7(2A) & 217 (1) (E) OF THE COMPANIES
ACT, 1956.
During the year no employees has drawn salary in excess of the amounts
prescribed under Section 217 (2A) of the Companies Act, 1956 read with
(Companies particulars of employees) Rules 1975.
8.0 FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from the public from
the date of commencement of Business.
9.0 COMPANY SECRETARY:
Steps are being taken to appoint a whole- time Company Secretary under
the provisions of the Companies Act, 1956.
10.0 AUDITORS
M/s.Ramadoss & Co, Chartered Accountants, Chennai retires at the
conclusion of 21 st Annual General Meeting and are eligible for
re-appointment.
The Directors recommend their re-appointment.
11 MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENT :
The company is in the business of manufacturing plastic moulded
components for white goods, automobile and entertainment electronics.
The company has it factory at No.131/2, Thiruneermalai Road, Nagalkeni,
Chromepet, Chennai.
PRODUCT RANGE:
The company manufactures moulded components from 200 grams to 3000
grams of different sizes. It has installed eight moulding machines in
this facility of capacity ranging from 150 Tons to 850 Tons.
QUALITY CONTROL:
The company has initiated a two tier quality control system for all its
products. The supervisors and operators check the quality of the
product as it comes out of the machines. Any defect in the machine of
deformation, color change are identified and moved to defective goods
storage.
In the second stage a separate inspector checks for this dimension and
fitment of the product and then affix his seal for approval.
MARKETING:
The company visits every other plastic component user as a regular
basis and try to add them as customer and then try to retain them by
timely supply and quality products.
OPPORTUNITY AND THREAT :
The growth of Chennai as a automobiles and white goods manufacturing
centre generates lot of opportunities for plastic component
manufactures like our company. However a 20% power cut plus evening
peak hour restrictions between (06.00 p.m. to 10.00 p.m.) for the last
three years put untold miseries for all plastic manufactures.
It is very difficult to meet the existing demand. The company resort to
generate current using a generator which prohibitively experience. This
prevent us from making use of the opportunities.
OUTLOOK :
The general manpower problem affecting all manufacturing industries is
a cause for worry for the company. The all arrived raise in price and
the salary level prevelent due to growth of I.T. Industries in Chennai,
is affecting the margin of the company. The salary has to be increased
several times in a year. The labour turnover is another area of
concern. The migrant labour from other part of India gives some relief
but can cause problems also.
RISK AND CONCERN :
The main raw material used is ABS. The price of raw material is highly
fluctuating according to the price of crude price. However, we have an
agreement with our customers to change the price as and when the raw
material price change.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL
PERFORMANCE:
The company made a turn over of Rs.872.15 lakhs and a net profit of Rs.
55.57 lakhs after tax. This is considered satisfactory. However, the
management is trying every means to increase these figures every year.
12. 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 statement in terms of Section 217 (2AA) of the Companies Act,
1956:
(a) That in the preparation of the annual accounts for the year ended
March 31st 2012, the applicable accounting standards have been followed
alongwith
proper explanation relating to material departures, if any;
(b) That such accounting policies as mentioned in schedule 21 to the
annual accounts have been selected and applied consistently and
judgments and estimates that are reasonable and prudent made so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year ended on March 31st 2012 and of the profit of
the company for that year;
(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, 1956, for safeguarding the assets of the company and to
prevent and detect fraud and other irregularities;
(d) That the Annual accounts for the year ended 31st March 2012 have
been prepared on a going concern basis.
13.0 CORPORATE GOVERNANCE :
A separate detailed corporate governance report is attached herewith.
14.0 COMPLIANCE CERTIFICATE :
CERTIFICATE UNDER CLAUSE 47 OF THE LISTING AGREEMENT FOR THE YEAR ENDED
31st MARCH 2012.
We have examined all share Transfer Deeds, Memorandum of Transfers,
Register, files and other documents relating to M/s. IYKOT HITECH
TOOLROOM LIMITED, (Regn No. 21330 of 1991) maintained by M/s. Cameo
Corporate Services Ltd "Subramanian Building, No.1, Club House Road,
Chennai - 600 002 pertaining to transfer of equity shares of the
Company for the period from 01.04.2011 to 31.03.2012 for the purpose of
issuing Certificate as per Clause 47 (C)of the Listing Agreement
entered in to by, M/s. IYKOT HITECH TOOLROOM LIMITED, with the Stock
Exchanges and basing on the information provided by the Company and
hereby certify that the Company has delivered during year ended on
31.03.2012.
a) Share Certificate relating to the Share Transfer Deeds received
during the period from 01.04.2011 to 31.03.201 2 as entered in the
Memorandum of Transfers have been issued within one month from
respective date of lodgment of each deed excepting those rejected on
technical grounds.
b) Share Certificates in respect of requests for exchange of duplicate
and split certificates have been issued within one month of lodgment.
R.DEENADAYALU
Practising Company Secretary (C.RNo.7697) No.5/1 65, III Street,
Venkateswara Nagar, Pozhichalur, Chennai-600074.
ACKNOWLEDGEMENTS :
The Directors wish to place on record their appreciation of the
continuous support received by the Company from the Investors,
Participating Financial Institution, Banks, Foreign Principals,
Central/State Government Departments, its Customers and Suppliers.
Place : Chennai N.K.S.KOLAPPAN
Date : 31.07.2012 Joint Managing Director
Mar 31, 2010
The directors have great pleasure in presenting their 19th Annual
Report and the Audited accounts of the company for the year ended 31st
March 2010.
1.0 FINANCIAL RESULTS
Year ended 31.03.2010 31.03.2009
Profit & Loss before
interest
and depreciation 68.71 86.92
Interest 8.51 11.56
Depreciation 15.79 15.49
Deferred tax asset 0.20 0.06
Profit and Loss after
interest and depreciation 44.61 59.95
Short provision of income
tax of earlier year - 0.16
Provision for taxation 6.92 6.22
Profit / (Loss)
after taxation 37.69 53.55
Balance Brought Forward
from Previous year (181.07) (234.63)
Balance carried to
Balance Sheet (143.38) (181.08)
2.0 DIVIDEND :
Considering the accumulated losses, your Directors have not recommended
any dividend on equity share capital of the company for the year ended
31st March 2010.
3.0 AUSTERITY MEASURES :
The Company continues to pursue austerity measures to achieve cost
reduction.
4.0 CORPORATE GOVERNANCE
As per the Clause 49 of the Listing Agreement and in accordance with
the provisions of the said Clause Audit Committee, Share holders/
Investors Grievance Committee, Remuneration Committee has met and
transacted business as laid down.
In pursuance of Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report along with the Auditors
Certificate are given else where and form part of this report.
5.0 TRADING IN THE SHARES / DELISTING OF EQUITY SHARES:
Bombay Stock Exchange Ltd, with effect from 15.04.2009 has revoked the
suspension of your shares from listing. The listing effected is for the
reduced capital of Rs.304.0 Lakhs consisting of 60,84,000 equity shares
of Rs.5/- each fully paid up.
The Scrip Code is 522245 and Group allotted is Z. Abbreviated name on
BOLT system is "IYKOT HITEC" and Scrip ID on BOLT system is "IYKOT
HITE".
Your shares are demated with ISNI Code INE 079L01013 and are approved
both NSDL and CDSL with effect from May 2010.
Your shares are traded at Bombay Stock Exchange Ltd from 18.06.2010.
6.0 DIRECTORS
Under Article 116, Thiru.A.Paramasivam, and Dr.S.Rajapnadian Directors
of the company retire from office by rotation and being eligible, offer
for re-appointment.
7.0 INFORMATION UNDER SECTION 217(2A) & 217 (1) (E) OF THE COMPANIES
ACT, 1956.
7.1 During the year no employee has drawn salary in excess of the
amounts prescribed under Section 217 (2A) of the Companies Act, 1956
read with (Companies particulars of employees) Rules 1975.
7.2 INFORMATION REQUIRED UNDER SECTION 217 (1) (E) IS GIVEN HEREUNDER:
(i) Conservation of energy : All steps have been taken
into conserve energy
of all levels.
(ii) Technology Absorption,
Adoption : Not applicable.
and Innovation
7.3 RESEARCH AND DEVELOPMENT
Research wing is active in developing new products in line with the
ELVD already being manufactured.
7.4 FOREIGN EXCHANGE EARNINGS AND OUTGO:
(i) The Foreign Exchange earnings : NIL
(ii) The Foreign Exchange outgo : Rs.26,41,264/-
8.0 FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from the public from
the date of commencement of Business.
9.0 COMPANY SECRETARY:
Steps are being taken to appoint a whole-time Company Secretary under
the provisions of the Companies Act, 1956.
10.0 AUDITORS
M/s.Ramadoss & Associates, Chartered Accountants, Chennai retires at
the conclusion of 19th Annual General Meeting and are eligible for
re-appointment. The Directors recommend their re-appointment.
11.0 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 statement in terms of Section 217 (2AA) of the Companies Act,
1956:
(a) That in the preparation of the annual accounts for the year ended
March 31st 2010, the applicable accounting standards have been followed
alongwith proper explanation relating to material departures, if any;
(b) That such accounting policies as mentioned in schedule 20 to the
annual accounts have been selected and applied consistently and
judgments and estimates that are reasonable and prudent made so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year ended on March 31st 2010 and of the profit of
the company for that year;
(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, 1956, for safeguarding the assets of the company and to
prevent and detect fraud and other irregularities;
(D) That the Annual accounts for the year ended 31st March 2010 have
been prepared on a going concern basis.
12.0 CORPORATE GOVERNANCE
A separate detailed corporate governance report is attached herewith.
13.0 ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation of the
continuous support received by the Company from the investors,
participating Financial Institution, Banks, Foreign Principals,
Central/State Government departments, its Customers and Suppliers.
Place : Chennai N.K.S.KOLAPPAN S.IYEMPANDI
Date : 31.07.2010 Joint Managing Director Managing Director
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Iykot Hitech Toolroom Ltd. Key Financial Ratios
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Iykot Hitech Toolroom Ltd. Reports
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Iykot Hitech Toolroom Ltd. Corporate Announcements
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