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Directors Report of IST Ltd.

Mar 31, 2023

The Directors have the pleasure in presenting the 47th Annual Report of your Company on the operations and performance together with the standalone and consolidated audited financial statement for the financial year ended 31st March 2023. The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs, as amended from time to time.

Financial Results

The performance of the Company for the financial year ended March 31, 2023 and for the previous year ended March 31, 2022 are summarized below:

KEY FIGURES FOR THE FINANCIAL YEAR 2022-23

(Rs. In Lacs)

PARTICULARS

Standalone

Consolidated

2022-23

2021-22

2022-23

2021-22

Share Capital

584.68

584.68

584.68

584.68

Other Equity (Reserves & Surplus)

20,900.75

20,121.37

1,10,358.31

1,02,670.60

Secured Loan

0.00

0.00

1,000.00

1,000.25

Unsecured Loan

0.00

0.00

0.00

0.00

Fixed Assets & Immovable Properties

6,308.59

6,280.81

23,603.75

25,025.11

Investment

15,018.93

13,799.39

81,687.88

70,0822.75

Revenue from Operations

2,604.96

2,758.97

12,107.05

12,523.19

Other Income

1,320.62

1,629.55

4,134.90

5,840.00

EBIDTA

1,251.99

1,546.66

11,583.23

13,855.04

Less :- Finance Cost

36.04

27.30

387.71

542.67

Less :- Depreciation

294.47

317.32

516.30

541.13

Earning before tax (EBT)

921.48

1,202.04

10,721.32

12,830.99

Profit After Tax

777.50

932.79

8,172.52

9,656.82

EPS (In Rs.)

6.67

8.00

70.07

82.79

State of Company’s Affairs

Your Company is primarily engaged in the business of manufacturing of high precision engineering components / assemblies for Automobile and Consumer Goods Industry. During the year there have been no change in the nature of the business of the Company. Incorporated in the year 1976, the Company has remained a going concern. The Company has operative production plant at Dharuhera (Gurgaon), which has been accredited as ISO/TS 16949:2009 and ISO 14001:2004 certified unit. The Company is also a ISO 9001:2008 certified Company.

The operations of the Company continued in a smooth and uninterrupted manner. The Company continue to have stable growth during the year 2022-23. The operating revenue of your company marginally decreased to Rs. 2,604.96 Lacs against Rs. 2,758.97 Lacs achieved in the previous year. The Earnings before interest, depreciation, tax & amortizations (EBIDTA) stood at Rs. 1,251.99 Lacs as against Rs. 1,546.66 Lacs in the previous year. The net profit after tax (PAT) for the year also increased to Rs. 921.48 Lacs as compared to Rs. 1,202.04 Lacs in the previous year. The Earnings Per Share (EPS) for the year was Rs. 6.67 per share as against Rs. 8.00 per share recorded in the previous year.

Appropriation of Profit after Tax for Transfer to Reserves

No amount has been transferred to the General Reserve during the year. The net retained earnings have been kept in the profit and loss account.

Dividend

The Board of Directors has decided not to recommend any dividend for the financial year 2022-23.

Share Capital

The paid up share capital of the Company remained unchanged during the year 2022-23. During the year under review:

a) No Equity shares have been issued with differential voting rights. Hence, no disclosure is required in terms of Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

b) No issue of Sweat Equity Share has been made. Hence, no disclosure is required in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014.

c) There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.

d) There was no provision made by the Company for any money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

e) The issued, subscribed and fully paid up share capital of the Company as on 1st April, 2022 and 31st March, 2023 remained unchanged.

Deposits

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Subsidiaries and Associate Companies

The Company has one Subsidiary namely ‘Gurgaon Infospace Limited'', and one Associate namely ‘IST Steel and Power Limited'' as on March 31, 2023. There has been no material change in the nature of the business of the subsidiary and associate Company. The Company does not have any Joint Venture.

None of the Company has become or cease to become the subsidiary, joint venture or associate of your Company during the year 2022-23.

The subsidiary of the Company is engaged in the business of development and operating IT / ITES SEZ. The Associate Company is into the business of trading of raw material and consumables.

The Operational income of wholly owned subsidiary of the Company, namely Gurgaon Infospace Limited during the year 2022-23 was Rs. 9,502.09 Lacs as against Rs. 9,764.22 Lacs during the previous year and the Net Profit after tax was Rs. 7,352.92 Lacs as against Rs. 8,664.28 lacs during the previous year.

The Company holds 30.80% equity shares in the associate company namely IST Steel and Power Ltd. The operational income of the said associate company during the year was Rs. 350.31 Lacs as compared to 381.71 Lacs during the previous year. The Company''s Net Profit after tax was Rs. 136.70 Lacs as against Rs. 193.99 lacs in the previous year.

In accordance with the provisions of section 136 of the Act, the Standalone Financial Statements of the Company, the Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company at https://istindia.com/annual-reports.

The Policy for determining Material Subsidiaries, adopted by your Board is in conformity with Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The same can be accessed on the Company''s website at https://istindia.com/wp-content/themes/isttheme/assets/pdf/Ist-Limited-Policy-on-Material-Subsidiaries.pdf.

Consolidated Financial Statements

The consolidated financial statement of the Company and its subsidiaries / Associates, which forms part of the Annual Report have been prepared in accordance with the provisions of section 129(3) of the Companies Act, 2013 read with applicable Accounting Standards.

As per the requirement of section 129(3) of the Companies Act, 2013, the statement containing the salient features of the financial statement of the subsidiary and associate are disclosed in the financial statements of the Company.

The Statement in Form AOC-1, containing the salient features of the financial statement of the Subsidiary(ies) and Associate(s) also forms part of this report as Annexure A.

Directors Responsibility Statements

In terms of the requirement of Section 134(5) of the Companies Act, 2013 and based on the framework of internal financial control and audit / review conducted by the internal, statutory and secretarial auditors, the Board of Directors with the concurrence of the Audit Committee, is of the opinion that the Company''s internal financial controls were adequate and effective and it is hereby confirmed:

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

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2023 and of the profit and loss of the Company for that period;

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

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

e) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

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

Board of Directors

The composition of the Board is in conformity with the requirement of Regulation 17 of the Listing Regulations, Section 149 and other applicable provisions of Companies Act, 2013. The Board of Directors consists of Seven (7) Directors consisting of 2 non independent Executive Directors, 2 non-independent non-executive directors and 3 Independent directors including one independent women director with independent director being the Chairman of the Board. The Board of your Company possesses the appropriate expertise and experience, in the general corporate management, varied industrial knowledge, diversity and integrity, which enables them to contribute effectively and efficiently, in the best interest of the Company.

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Satchit Kumar Basu (DIN: 08969146), whole time director designated as Director (Technical) will retire by rotation at the ensuing 47th Annual General Meeting and being eligible have offered himself for reappointment, subject to approval of the shareholders. The Board of Directors recommends the appointment of Mr. Satchit Kumar Basu at the forthcoming annual general meeting.

In terms of section 196, 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and on recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on 10th August, 2023 had re-appointed Mr. Suresh Chand Jain, whole time director designated as Executive Director, for a further term of 3 years w.e.f. 14th August, 2023 to 13th August, 2026 subject to approval by the shareholders. The Board of Directors recommends the appointment of Mr. Suresh Chand Jain at the forthcoming annual general meeting.

The brief detail of Directors seeking appointment /re-appointment at the ensuing general meeting is furnished in the explanatory statement to the notice of the AGM under the head “Directors Seeking Appointment / Reappointment at this Annual General Meeting”.

Independent Director’s Declaration

In terms of Section 149(7) of the Companies Act, 2013 read with Regulation 16(1) of the Listing Regulations, the Independent Directors of the Company as on March 31,2023 have submitted a declaration that each of them meet the criteria of Independence as laid down under Section 149(6) of the Act read with Rules framed thereunder and

Regulation 16 of the Listing Regulations and that they are not aware of the circumstances or situation, which might exists or is anticipated, that could impair their ability to discharge their duties with an objective of independent judgment and without any external influence as required under Regulation 25 of the Listing Regulation. Further, all the Directors have confirmed that they have complied with the Company''s code of conduct.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out Annual Performance Evaluation of its own performance, each of Director individually and that of its Committees. The performance was evaluated by the Board after seeking inputs from all the Directors and other members (if any) on the basis of criteria such as the composition and structure, effectiveness of processes, information flow and functioning etc.

Further, Board has also carried out an Annual evaluation of Independent Directors. The Performance Evaluation was based on their contribution to Company''s objectives and plans, efficient discharge of their responsibilities, participation in Board/Committee meetings, adherence to the Code of Conduct and other relevant parameters.

The nomination and remuneration committee also reviewed the evaluation criteria for the Board, its Committee, Executive and non-executive Directors and Chairman of the Board, considering qualification, expertise, attributes and various parameters based on which evaluation of the Board as a whole and its members individually has been carried out.

During the year, a separate meeting of Independent Directors was held to assess the performance of NonIndependent Directors of the Company. While evaluating the performance of any member, the views of executive directors and non-executive directors were also taken into consideration.

Familiarization Program for Independent Directors

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company apprised the Directors at the meetings about the changes and updates in the regulatory and business environment to enable them to familiarize with the Company''s procedure and practices. The familiarization programs are conducted as and when required or on the specific request of a Director, which includes visit to manufacturing unit, meeting with senior and middle level management to make them understand the in-depth about the financials and operations of the Company. The detail of familiarization programs conducted by the Company is available on the website of the Company at https://istindia.com/wp-content/themes/isttheme/assets/pdf/The%20Details%20of%20 Familiarization%20Programme.pdf

Number of Meetings of the Board

During the year under review, the board of the directors of the company met 7 times. The details of such meetings have been provided in Corporate Governance Report that form part of the Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. Apart from the above, a separate meeting of Independent Directors was held on 14.03.2023. For more information regarding the dates and attendance of the members of the Board you may refer to relevant portion of the Corporate Governance Report forming part of the Annual Report.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following were the Key Managerial Personnel''s during the year under review:

1) Mr. Suresh Chand Jain, Executive Director,

2) Col. (Retd.) Satchit Kumar Basu, Director (Technical)

3) Mr. D.N. Tulshyan, Chief Financial Officer

4) Mr. Bhupinder Kumar, Company Secretary (resigned w.e.f. 06/05/2022)

5) Mr. R.K. Sapra appointed as Company Secretary w.e.f. 07/05/2022 and resigned w.e.f. 16/07/2022

6) Mr. Bhupinder Kumar appointed as Company Secretary w.e.f. 25/07/2022

Nomination and Remuneration Policy of the Company relating to Director’s appointment, Payment of Remuneration and Discharge of their duties.

The nomination and remuneration committee of the Board has formulated the Remuneration Policy of the Company that governs the appointment of Directors, Key Managerial Personnel (KMP''s) and other employees including criteria for determining qualification, positive attributes, independence of a Director, remuneration and other matters mandated under sub-section (3) / (4) of Section 178.

The Board of Directors at its meeting held on 14th March, 2023 has reviewed and revised the Nomination and Remuneration Policy of the Company. The policy can be viewed at the following link: https://istindia.com/wp-content/ themes/isttheme/assets/pdf/Nomination%20&%20Remmuneration.pdf

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors:

(a) Air Marshal Denzil Keelor (Retd), Chairman

(b) Mr. Gaurav Guptaa

(c) Mrs. Manu Aggarwal

The said committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) or any amendment thereto, inter-alia indicating the activities to be undertaken by the Company, monitoring the implementation of the CSR policy and recommending the amount to be spent on CSR activities. The Board of Directors at its meeting held 14th March, 2023 had reviewed and revised the CSR policy of the Company. Copy of the said policy is also available on the website of the Company at https:/ /istindia.com/wp-content/themes/isttheme/assets/pdf/CSR%20Policy.pdf.

The salient features and brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the CSR initiative undertaken by the Company during the year are set out in Annexure - B to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

Auditors and Auditors’ Report Statutory Audit

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. O.P. Dadu & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company at the 46th Annual General Meeting of the Company held on 29th September, 2022, for a first term of 2 consecutive years from the conclusion of 46th Annual General Meeting till the conclusion of 48th Annual General Meeting of the Company to be held in the year 2024.

The report given by M/s. O.P. Dadu & Co., statutory auditors on the financial statement of the Company for the year 2022-23 is part of the Annual Report. The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them which they have reason to believe that an offence involving fraud has been committed against the Company by officer or employees of the Company.

Internal Audit

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s Jinender & Co., Chartered Accountants has been appointed as the Internal Auditors of the Company. The Internal Auditors submit to the Board, their internal audit report on the affairs of the Company on quarterly basis. The report(s) submitted by the internal auditors are reviewed by the Audit Committee and the Board periodically and the Board had express it satisfaction to the scope and periodicity of the internal audit.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed

M/s. Vinod Kumar & Co., Company Secretaries in practice to conduct yearly Secretarial Audit. The Secretarial Audit Report presented by Vinod Kumar & Co., Company Secretaries confirms the compliances by the company of all the applicable provisions of Companies Act, 2013, Listing Agreement, SEBI guidelines and all other applicable laws, rules and regulations.

However, the Auditors had reported that the Company had delayed in filing few periodic returns / disclosures with the prescribed authority. The Board while noting the same, had advised the concerned officer(s) to ensure timely and adequate compliances in future. For details, you may refer the secretarial audit report for the financial year ended 31st March, 2023 which is annexed and forms part of this report as Annexure - C.

Pursuant to Regulation 24A of Listing Regulations, 2015, the Company has obtained the annual secretarial compliance report from CS Tumul Maheshwari, Proprietor M/s MT & Co. (C.P. No. 5554), Company Secretary in Practice and the same has been submitted to BSE Limited on 30/05/2023, which is within the prescribed time limit.

Cost Audit

Pursuant to Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Cost Audit / maintenance of cost records is not applicable on the Company.

Internal financial control systems and their adequacy

The Internal Control Systems are inherent in the Company and are working effectively, efficiently and are in the best interest of the Company. Policies and procedures adopted by the Company to ensure orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of financial and management information.

The Company has a process in place to continuously monitor the efficiency and effectiveness of the Internal Controls which are reviewed by the audit committee as well as the management, from time to time. The Company has designed and implemented a process driven framework for Internal Financial Control (IFC) within the meaning of the Section 134(5)(e) of the Companies Act, 2013 read with explanation thereof. For the year ended March 31, 2023, the Board is of the opinion that the Company has sound IFC which commensurate with the nature and size of its business operations and no area of concern, continuing failure or major weakness was observed.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors, employees and business associates to report to the management, their concern about any unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The vigil mechanism is being overseen by the Audit Committee. It is hereby affirmed that no personnel of the Company had been denied access to the Audit Committee. The whistle blower policy is available at company''s website www.istindia.com.

Risk Management

Risk is inherent in all the business and administrative activities of the Company. Therefore, the Company has a system in place for identifying and mitigating the Risk associated with the nature of business(es) undertaken by the Company. The audit committee and the Board also reviews the area of financial risks while analyzing the adequacy and efficiency of internal controls systems adopted by the Company, from time to time. Further the Board of Directors periodically takes note of the initiatives taken by the management to mitigate risk. The Company has formulated Risk Management Policy duly adopted by the Board which is available on Company''s Website.

In accordance with provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to constitute Risk Management Committee during the year 2022-23.

Particulars of Investments, Loans, Guarantees given or Securities provided

The Company has not provided any Guarantee or security for any party. Particulars of investment under section 186 of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is given in form AOC - 2 as annexed to this Report. Further the detail is also provided in the standalone financial statement under note no. 8 and 13.

Related Parties transactions

All the related party transactions were entered in ordinary course of business and are on arm''s length basis. Transactions with related parties are conducted in a transparent manner and in the best interest of the Company. The system is in place for obtaining prior approval of Audit Committee for entering into any related party transaction is strictly followed by the Company. Once approved by the Audit Committee, all related party transactions are also approved by the Board of Directors. The statement of all the related party transaction being entered by the Company and any subsequent modification thereof, specifying the nature, value and terms and conditions of transaction is placed before the Audit Committee on Quarterly basis for its review and approval.

The disclosure on the Related Party Transactions (RPT''s), as prescribed, is given in Note No. 42 to the financial statement.

During the year under review there was no materially significant related party transaction between the Company and its directors, Key Managerial Personnel, their relatives, subsidiaries or associate companies and other related parties. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1), along with the justification for entering into such contracts or arrangements in Form AOC-2 does not form part of this report.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company''s website at https://istindia.com/wp-content/themes/isttheme/assets/pdf/ Policy%20on%20Materiality%20of%20Related%20Party%20Transaction.pdf.

Material Changes and Commitments

Pursuant to section 134(3)(l), no other material changes and commitments affecting the financial position of the Company have occurred between the end of financial year of the company to which this report relates till the date of this report.

Significant and Material Orders Impacting Operations of Company in future

No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.

Transfer of Unpaid / Unclaimed amounts to IEPF

Pursuant to the provisions of section 124(5) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the declared dividends which remained unpaid / unclaimed for a period of 7 years needs to be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years till 31st March, 2022. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return can be accessed at Company''s website at https:// istindia.com/annual-return/.

Management Discussion and Analysis

Management Discussion and Analysis Report on the financial condition and operational performance of the Company for the year under review, as stipulated as per regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in separate section forming part of this Annual Report.

Corporate Governance Report

In pursuance of various Regulations and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. The prescribed certificate regarding compliance of the conditions of Corporate Governance as stipulated under the said regulations also forms part of the Annual Report.

Particulars of Employees

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

The statement of particulars of appointment and remuneration of Key Managerial Personnel as per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed vide Annexure D forming part of this report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, there is no employee who is drawing remuneration in excess of the limits set out in the said rules. Therefore, no statement required under Rule 5(2) and 5(3) forms part of this Report.

Protection of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention of sexual harassment at work place pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy has been widely disseminated and all employees are made aware of the same. During the year under review, there was no case of sexual harassment reported.

Conservation of energy, technology absorption, foreign exchange earnings and outgo Conservation of energy:

A. Conservation of Energy

a) Steps taken or impact on conservation of energy

• The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible saving of the energy is achieved.

• All possible steps are being taken to reduce idle running of machinery, thereby reducing wastage of energy and Fuel / Oil Consumption.

• All efforts are made to conserve the energy through various means such as use of low energy consuming lighting systems etc.

• No specific capital investment has been made for reduction in energy consumption. However, the Management continuously upgrades and/or replaces old machinery with energy efficient machinery from time to time.

• As the impact of measures taken for conservation and optimum utilization of energy are not possible to be quantified, its impact on cost cannot be stated accurately.

• No specific step has been taken by the management for utilization of alternate source of energy

The Company does not fall under the list of industries, which should furnish the information in Form A annexed to the Companies (Accounts) Rules, 2014

B. Technology Absorption

The Company products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in the quality of its product and the quality control activities are directed to achieve the aforesaid goal.

Expenditure incurred on Research & Development (R & D) - NIL

C. Foreign Exchange Earnings and Outgo

(Rs. in Lakhs)

Particulars

2022-23

2021-22

Earnings in Foreign Exchange

9.39

9.55

Value of imports (CIF Value)

18.47

12.74

Expenditure in Foreign Exchange

—

—

Listing

The Equity Shares of your Company continue to be listed on BSE Limited (BSE). There is no default in payment of Annual listing fees and annual custodian fee in respect of shares held in dematerialisation mode to NSDL and CDSL.

Dematerialisation of Shares

To provide better and smooth service to the shareholders, the Company''s equity shares have been made available for dematerialisation in electronic form in the Depository Systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail the service, shareholders can dematerialized their shares in the electronic form.

Compliance of Secretarial Standards

During the financial year 2022-23, the Company has complied with the Secretarial Standard - 1 for Meeting of Board of Directors and Secretarial Standard - 2 for General Meeting issued by the Institute of Company Secretaries of India.

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company''s Bankers, Financial Institutions, Central and State Government Authorities, Clients, Consultants, Suppliers, Members, Employees and other stakeholders of the Company and look forward for the same in greater measure in the coming years.


Mar 31, 2018

DIRECTORS’ REPORT

Dear Members,

The Directors are pleased to present their 42nd Annual Report on your Company''s operations and performance together with the audited statement of accounts for the year ended 31st March 2018.

Financial Results

The performance of the Company for the financial year ended March 31, 2018 and for the previous year ended March 31, 2017 are summarized below:

(Rs. In Lacs)

PARTICULARS

For the year ended 31.03.2018

For the year ended 31.03.2017

Revenue from Operations

2,466.02

2,820.68

Other Income

1,178.05

1,108.59

Total Income

3,644.07

3,929.27

Earnings before Interest, depreciation, tax and amortization (EBIDTA)

1,581.48

1,534.18

Less :- Finance Cost

19.65

97.84

Less :- Depreciation

276.43

286.55

Earning before tax (EBT)

1,285.40

1,149.79

Tax Expenses

- Current tax

320.00

270.00

- Deferred Tax

(40.90)

(5.54)

- Tax for earlier years

0.03

6.44

Profit After Tax

1,006.27

878.89

Add: Balance brought forward from previous year

4,954.81

4,075.92

Surplus carried to Balance Sheet

5,961.08

4,954.81

State of Company’s Affairs

Your Company is primarily engaged in the business of manufacturing of high precision engineering components / assemblies for Automobile and Consumer Goods Industry. Incorporated in the year 1976, the Company has remained a going concern. The Company has one operative production plant at Dharuhera (Gurgaon). The operations of the Company continued in a smooth and uninterrupted manner during the course of the year.

During the year under review, the operating revenue of your company declined to 2,466.02 Lacs as against Rs. 2,820.68 Lacs achieved in the previous year. The net profit after tax (PAT) for the year has however improved to Rs. 1,006.27 Lacs as compared to Rs. 878.89 Lacs in the previous year. The Earnings before interest, depreciation, tax & amortizations (EBIDTA) increased to Rs. 1,285.40 Lacs as compared to Rs. 1,149.79 Lacs in the previous year. The Basic and Diluted Earnings Per Share (EPS) also improved by Rs. 2.18 per share.

The Company has not made any default in the re-payment of its financial obligation towards its lender Bank(s) and have met its obligations in time including its tax liability. The Shares of the Company are listed on Bombay Stock Exchange (BSE).

During the year one of the significant and important change in the Indian Business environment was implementation of Goods and Service Tax (GST) w.e.f. 01.07.2017, This was followed by changes in the GST rates through various notifications issued from time to time. Apart from the initial phase, which was challenging for the industry as a whole, your Company managed to implement the same smoothly and efficiently.

The transition of Accounting from Indian GAAP to Ind-AS was another change that has been implemented by your Company proficiently. In February, 2015, the Ministry of Corporate Affairs (MCA) notified the final roadmap on implementation and applicability of Ind AS which was scheduled to be implemented in phased manner. Accordingly, from the year 2017-18 the financials of the Company was prepared in accordance with Ind AS (with date of transition being 1st April, 2016). The financial statements for the year ended 31st March, 2017 and opening balance sheet as at 1st April, 2016 earlier reported under India GAAP, have been restated in accordance with Ind-AS to make them comparable.

Appropriation of Profit after Tax for Transfer to Reserves

No amount has been transferred to the General Reserve during the year. The net retained earnings have been kept in the profit and loss account.

Dividend

The Board of Directors have decided not to recommend any dividend for the financial year 2017-18.

Share Capital

During the year under review:

a) No Equity shares have been issued with differential voting rights. Hence, no disclosure is required in terms of Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

b) No issue of Sweat Equity Share has been made. Hence, no disclosure is required in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014.

c) There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.

d) There was no provision made by the Company for any money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

e) The issued, subscribed and fully paid up share capital of the Company as on 1st April, 2017 and 31st March, 2018 remained unchanged.

Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Consolidated Financial Statements

The audited consolidated financial statements of the Company for the FY 2017-18 which forms part of the Annual Report have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 under Section 133 of the Companies Act, 2013 and other relevant provisions as may be prescribed in this regard.

Subsidiaries and Associate Companies

The Company has one wholly owned Subsidiary namely ‘Gurgaon Infospace Limited'', and one Associate namely ‘IST Steel & Power Limited'' as on March 31, 2018. There has been no material change in the nature of the business of the subsidiary. The subsidiary of the Company is engaged in the business of development of Infrastructure for IT / ITES Sector.

None of the Company has become or cease to become the subsidiary, joint venture or associates of your Company during the year 2017-18

The particulars of Subsidiary(ies) and Associate(s) of the Company are provided in form MGT - 9 attached as Annexure - A to this report.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the Company''s subsidiary(ies) and Associates in Form AOC-1 is attached to the Financial Statements of the Company.

In accordance to the provisions of section 136 of the Act, the Standalone Financial Statements of the Company, the Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

The annual accounts of the subsidiary and the related information will be made available to any member of the Company seeking such information and are available for inspection by any member of the Company at the Registered Office of the Company. The annual accounts of the said subsidiary will also be available for inspection at the Registered office of the respective subsidiary company.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, can be accessed on the Company''s website www.istindia.com.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Lt. Col. N.L Khitha (Retd.), the Whole time Director designated as Director (Technical) (DIN: 01128275) and Mrs. Sarla Gupta (DIN: 00069053) shall retires by rotation at the ensuing Annual General Meeting and being eligible has offered themselves for re-appointment, subject to approval of the shareholders at the ensuing annual general meeting in term of Section 152(6) of the Companies Act, 2013. The brief detail of Lt. Col. N.L. Khitha (Retd.) and Mrs. Sarla Gupta is furnished in the explanatory statement to the notice of the ensuing AGM under the head “Directors Seeking Appointment / Re-appointment at this Annual General Meeting”.

In terms of section 196, 197 read with Schedule V and other applicable provisions, if any, of the Companies Act,

2013 and on recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on 13th August, 2018 had revised the remuneration of Mr. S.C. Jain (DIN: 00092079), Executive Director of the Company, subject to approval by the Members at the ensuing annual general meeting

In terms of Section 203 of the Companies Act, 2013 the Company has following Key Managerial Personnel as on 31.03.2018:

a) Mr. S.C. Jain, Whole Time Director designated as Executive Director.

b) Lt. Col. N.L. Khitha (Retd.), Whole Time Director designated as Director (Technical).

c) Mr. D.N. Tulshyan, Chief Financial Officer.

d) Mr. Bhupinder Kumar, Company Secretary.

Board Diversity

Board of Directors forms one of the foremost Pillars of a robust Corporate Governance Framework. Acting as the agents of shareholders, directors are expected collectively to devise operational and financial strategies for the organization and to monitor the effectiveness of the company''s practices, and therefore should be judgmental, responsible and experienced. In order to achieve this, it has always been the endeavor of the Company to have a Board having wide experience and varied industrial expertise. The diversity at Board enhances the quality of the decisions making by utilizing the different skills, qualification, professional experience, gender, knowledge etc. of the members of the Board, necessary for achieving sustainable and balanced development as well as ensuring good Corporate Governance. The Board of your Company possesses the appropriate expertise and experience, combination of Industry Knowledge, diversity and integrity which is in the best interest of the Company.

The Board of the Company has adopted a policy on Board Diversity framed in accordance with the regulation 19(4) & 20(4) and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which sets out a framework to promote diversity on Company''s Board of Directors (the ‘Board'').

Director’s Appointment, Remuneration and Evaluation

Considering the requirement of Diversity of the Board, the Nomination and Remuneration Committee of the Directors while recommending the candidature of any individual on the Board of the Company, consider their independent standing in their respective field/profession, make analysis as to how they may effectively contribute to Company''s business goals and Policy decisions. The Committee considers ethical standards of integrity, qualification, expertise and experience of the person for appointment as Director and who is not disqualified under Section 164 of the Companies Act, 2013 and rules made thereunder.

Remuneration to Whole-Time Director and Executive Director is governed under relevant provisions of the Companies Act, 2013 and rules made thereunder. Independent Directors are paid sitting fees for attending the meetings of the Board/Committees thereof. The detail of the director''s remuneration, including the sitting fees paid during the financial year 2017-18, is given in the Corporate Governance Report, which forms part of this Annual Report.

Pursuant to the provisions of the Companies Act, 2013 and as per regulation 19(4) & 20(4) and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual Performance Evaluation of its own performance, each of Director individually and that of its Committees.

The performance was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information flow and functioning etc.

The performance of the Committees was also evaluated by the Board after seeking inputs from all the members of the respective Committee on the basis of criteria such as the composition of the committee, effectiveness of committee, information flow and functioning etc.

Further, Board has also carried out an Annual evaluation of Independent Directors. The Performance Evaluation was based on their contribution to Company''s objectives and plans, efficient discharge of their responsibilities, participation in Board/Committee meetings, adherence to the Code of Conduct and other relevant parameters.

During the year a Separate Meeting of Independent Directors was held to assess the performance of Non independent Director and the Chairperson of the Company. While evaluating the performance of any member, the views of executive directors and non-executive directors were also taken into consideration.

Familiarization Program for Independent Directors

In terms of regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company is required to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company and other related matters through various programs. It has been ensured by the management that the Independent Directors are well versed with the activity of the Company, its nature of business, future outlook of the business etc. so as to contribute significantly and effectively to the Company.

The familiarization programs are conducted as and when required or on the specific request of a Director which includes visit to manufacturing unit, meeting with senior and middle level management to make them understand the in-depth about the financials and operations of the Company. The directors are also appraised about the status of statutory compliances on regular basis. Technical sessions outlining the roles and responsibilities of the Independent Directors are also given, as and when required, covering the overview on the Companies Act, Listing Agreement and other applicable laws.

Statement on Declaration given by Independent Directors

The Declaration required under Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company, confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013, were duly received by the Company.

Number of Meetings of the Board

During the year under review, the board of the directors of the company met 7 times, including one meeting of Independent Directors, the details of such meetings have been provided in Corporate Governance Report that form part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by under the Companies Act, 2013 and SEBI Listing Regulations.

Meeting of Independent Directors

In term of the requirement of Schedule IV of the Companies Act, 2013 and as per Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company convened their separate meeting on 22nd March, 2018 to review the matters as provided in the aforesaid Schedule and Regulations.

Directors Responsibility Statements

In terms of the requirement of Section 134(5) of the Companies Act, 2013 and based on the framework of internal financial control and audit / review conducted by the internal, statutory and secretarial auditors, the Board of Directors with the concurrence of the Audit Committee, is of the opinion that the Company''s internal financial controls were adequate and effective and hereby confirm:

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

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Board of Directors of the Company has constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of the following Directors:

(a) Air Marshal Denzil Keelor (Retd), Chairman

(b) Mr. Gaurav Guptaa

(c) Lt. Col. N.L. Khitha (Retd.)

The said committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) or any amendment thereto, inter-alia indicating the activities to be undertaken by the Company, monitoring the implementation of the CSR policy and recommending the amount to be spent on CSR activities.

Further details on Corporate Social Responsibility are given in Annexure- B to the Report of the Board of Directors. Auditors and Auditors’ Report Statutory Audit

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s Gupta Vigg & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company at the 41st Annual General Meeting of the Company held on 29th September, 2017, for a first term of 5 consecutive years from the conclusion of 41st Annual General Meeting till the conclusion of 46th Annual General Meeting of the Company to be held in the year 2022.

In accordance with the Companies Amendment Act, 2017 coming into force w.e.f 7th May, 2018, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting held during their tenure.

The report given by M/s Gupta Vigg & Co. statutory auditors on the financial statement of the Company for the year 2017-18 is part of the Annual Report. The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them which they have reason to believe that an offence involving fraud has been committed against the Company by officer or employees of the Company.

Internal Audit

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s Jinender & Co., Chartered Accountants were appointed as the Internal Auditors of the Company for the financial year 2017-18.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vinod Kumar & Co., Company Secretaries in practice to conduct Secretarial Audit for the financial year

2017-18. The Secretarial Audit Report presented by Vinod Kumar & Co., Company Secretaries confirms the compliances by the company of all the applicable provisions of Companies Act, 2013, Listing Agreement, SEBI guidelines and all other applicable laws, rules and regulations.

The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith which form part of this Report as Annexure - C.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit

Pursuant to Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules,

2014, the Cost Audit / maintenance of cost records is not applicable on the Company.

Audit committee

The Audit Committee comprises Air Marshal Denzil Keelor (Retd), the Chairman of the Committee, Mr. Subhash Chander Jain and Brig. G.S. Sawhney (Retd.) as members of the Committee. Detail on the Audit Committee is provided in the Corporate Governance Report, which forms part of the Report.

Internal financial control systems and their adequacy

The Internal Control Systems are inherent in the Company and are working effectively and efficiently. The Company has a process in place to continuously monitor the efficiency and effectiveness of the Internal Controls which are tested by the management, from time to time, in order to establish that they are working in the best interest of the Company and necessary corrective measures are being taken, wherever required. The Company has designed and implemented a process driven framework for Internal Financial Control (IFC) within the meaning of the Section 134(5)(e) of the Companies Act, 2013 read with explanation thereof. For the year ended March 31, 2018, the Board is of the opinion that the Company has sound IFC which commensurate with the nature and size of its business operations and no weakness exists.

Vigil Mechanism

In terms of the requirements of Section 177(9) of the Companies Act, 2013, read with the Companies (Meeting of the Board and its Powers) Rules 2014 and as per regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors, employees and business associates to report the management, their concern about any unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The vigil mechanism is being overseen by the Audit Committee. It is hereby affirmed that no personnel of the Company has been denied access to the Audit Committee. The whistle blower policy is available at company''s website www.istindia.com.

Risk Management

Risk is inherent in all business and administrative activities of the Company. The Company therefore has a system for identifying and mitigating the Risk associated with the nature of Businesses undertaken by the Company, which may threaten the existence of the Company. The Board of the Company has framed a Risk Management Policy in order to identify, assess and mitigate the risks. The audit committee also reviews the area of financial risks while analyzing the adequacy and efficiency of internal controls systems adopted by the Company, from time to time. Further the Board of Directors periodically takes note of the initiatives taken by the management to mitigate risk.

Particulars of Investments, Loans, Guarantees given or Securities provided

The Company has not provided any Guarantee or security for any party. Particulars of investment under section 186 of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is given in form AOC - 2 as annexed to this Report. Further the detail is also provided in the standalone financial statement under note 8 and note 13.

Related Parties transactions

All the related party transactions were entered in ordinary course of business and are done on arm''s length basis. The system of taking prior approval of Audit Committee for entering into any related party transaction is in place and is strictly followed by the Company. Once approved by the Audit Committee, all related party transaction are also approved by the Board of Directors. A statement of all the related party transaction being entered by the Company and any subsequent modification thereof, specifying the nature, value and terms and conditions of transaction is also placed before the Audit Committee on Quarterly basis for its review. Transactions with related parties are conducted in a transparent manner and in the best interest of the Company. Details of such transactions are given in the accompanying Financial Statements.

During the year under review there is no materially significant related party transaction between the Company and its directors, Key Managerial Personnel, their relatives, subsidiaries or associate companies and other related parties. The detail of such transaction is provided in Form AOC-2, annexed to this report as Annexure - E. Further your Directors draw attention of the members to Note No. 42 to the financial statement which sets out related party disclosures.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company''s website www.istindia.com.

Statements of Subsidiary / Associate Companies

The Operational income of wholly owned subsidiary of the Company, namely Gurgaon Infospace Limited during the year was Rs. 8,702.01 Lacs as against Rs. 8,140.89 lacs during the previous year and the Net Profit after tax was Rs. 9,001.23 lacs as against Rs. 7,666.36 lacs during the previous year.

Your Company has an Associate entity named IST Steel and Power Limited, in which the Company holds 25.47% Equity Shares. The operational income of the said associate company during the year was Rs. 350.18 Lacs as compared to 393.88 Lacs during the previous year. The Company''s Net Profit after tax was Rs. 163.58 Lacs as against Rs. 294.51 lacs in the previous year.

Accompanying Financial Statement consolidates financials of the Subsidiary / Associate Companies. Statement under Section 129 (3) of Companies Act, 2013 in prescribed format is enclosed at Annexure - F to the Directors'' Report.

Material Changes and Commitments

No other material changes and commitments affecting the financial position of the Company have occurred between 1st April, 2018 and the date on which this report has been signed.

Significant and Material Orders Impacting Operations of Company in future

No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.

Transfer of Unpaid / Unclaimed amounts to IEPF

Pursuant to the provisions of section 124(5) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the declared dividends which remained unpaid / unclaimed for a period of 7 years needs to be transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years till 31st March, 2017. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

Management Discussion and Analysis

Management Discussion and Analysis Report on the financial condition and operational performance of the Company for the year under review, as stipulated as per regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in separate section forming part of this Annual Report.

Corporate Governance Report

In pursuance of various Regulations and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the Shareholders. The prescribed certificate regarding compliance of the conditions of Corporate Governance as stipulated under the said regulations also forms part of the Annual Report.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of annual return in the prescribed form MGT - 9 is attached to this report as Annexure - A.

Employees Relations

Your Company treat its Human Resources as one of the most important assets. The management of the Company lays continuous focus on human resources, their training from time to time so as to attain the required standards as well as the organizational goals. It has been the endeavor of the management to attract and retain the best technical / professional manpower in order to ensure that the Company maintains its competitive position with respect to execution and administration.

The relations with the Employees have been cordial throughout the year under review. Your Directors place on record their sincere appreciation in respect of the services rendered by the Employees of the Company at all levels.

Particulars of Employees

Your Company employed 228 personnel on its payroll as on 31st March, 2018. During the year under review, the Company did not have any employee on its payroll, who:

a) If employed throughout the financial year, was in receipt of remuneration for the whole year, in the aggregate not less than Rupees One Crore Two Lakh.

b) If employed for a part of the financial year, was in receipt of remuneration for any part of the year, at a rate which, in the aggregate, was not less than Rupees Eight Lakh Fifty Thousand per month.

During the year 2017-18, none of the employee / KMP was in receipt of remuneration which, in the aggregate is in excess of remuneration drawn by the Managing Director or Whole Time Director or Manager. Further no employee himself or along with spouse and dependent children does not hold two per cent or more of the equity shares of the Company.

The Disclosures pertaining to 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 are annexed to this report as Annexure - D.

Protection of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention of sexual harassment at work place which is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. This policy has been widely disseminated and all necessary steps are being taken by the Company that all employees are made aware of the same. All women associates including permanent, temporary, contractual and trainee employees as well as any women visiting any office premises of the Company or women service providers are covered under the Policy. During the year under review, there was no case of sexual harassment reported.

In term of the said act the Company has also constituted the Internal Complaint Committee for Prevention of Sexual Harassment (ICC). The Committee meets as and when required.

Conservation of energy, technology absorption, foreign exchange earnings and outgo Conservation of energy:

A. Conservation of Energy

a) Steps taken or impact on conservation of energy

- The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible saving of the energy is achieved.

- All possible steps are being taken to reduce idle running of machinery, thereby reducing wastage of energy and Fuel / Oil Consumption.

- No specific investment has been made in reduction in energy consumption. However, the Management continuously upgrades and/or replaces old machinery with energy efficient machinery as and when required.

- As the impact of measures taken for conservation and optimum utilization of energy are not possible to be quantified, its impact on cost cannot by stated accurately.

- No specific step have been taken by the management for utilization of alternate source of energy

The Company does not fall under the list of industries, which should furnish the information in Form A annexed to the Companies (Accounts) Rules, 2014

B. Technology Absorption

The Company products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in the quality of its product and the quality control activities are directed to achieve the aforesaid goal.

Expenditure incurred on Research & Development (R & D) - NIL

C. Foreign Exchange Earnings and Outgo

(Rs. in Lakhs)

Particulars

2017-18

2016-17

Earnings in Foreign Exchange

45.11

84.30

Value of imports (CIF Value)

34.43

33.27

Expenditure in Foreign Exchange

2.27

4.98

Listing

The Equity Shares of your Company continue to be listed on BSE Limited (BSE). There is no default in payment of Annual listing fees and annual custodian fee in respect of shares held in dematerialization mode to NSDL and CDSL. Delhi Stock Exchange (DSE) on which Equity Shares of the Company were listed has been de-recognized by SEBI.

Dematerialization of Shares

To provide better and smooth service to the shareholders, the Company''s equity shares have been made available for dematerialization in electronic form in the Depository Systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail the service, shareholders can dematerialized their shares in the electronic form.

Acknowledgement

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Company''s Bankers, Financial Institutions, Central and State Government Authorities, Clients, Consultants, Suppliers, Members, Employees and other stakeholders of the Company and look forward for the same in greater measure in the coming years.

For and on behalf of the Board of Directors

Air Marshal Denzil Keelor (Retd.)

Place: New Delhi Chairman

Dated: 13.08.2018 DIN: 00999470


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 39th Annual Report and the Company's audited financial statement for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The summarized financial results for the year ended March 31, 2015 and for the previous year ended March 31, 2014 are as follows:

Rs. lacs

Particulars Standalone March 31,2015 March 31,2014

Income from Operations 1,839.04 2,131.87

Other Income 564.37 439.12

Total Expenses 2,076.49 2,091.50

Finance Cost 2.57 2.23

Profit before Tax 324.35 477.26

Tax Expenses 71.70 78.86

Share of Profit from Associates — —

Profit after Tax 252.65 398.40

Consolidated Particulars March 31,2015 March 31,2014

Income from Operations 7,694.73 7,550.75

Other Income 947.63 681.12

Total Expenses 2,453.82 2,353.41

Finance Cost 2.57 2.23

Profit before Tax 6,185.97 5,876.23

Tax Expenses 330.70 285.04

Share of Profit from Associates -29.36 224.20

Profit after Tax 5,825.91 5,815.39

APPROPRIATION OF PROFIT AFTER TAX FOR TRANSFER TO RESERVES

The Company proposes to transfer Rs.252.65 lacs to the General Reserve out of the current year Profit.

DIVIDEND

Your Directors have not recommended any dividend for the year 2014-15.

SHARE CAPITAL

During the year under review:

a. No Equity shares have been issued with differential voting rights. Hence, no disclosure is required in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

b. No issue of Sweat Equity Share has been made. Hence, no disclosure is required in terms of Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

c. There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

d. There was no provision made by the Company for any money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

e. The issued, subscribed and fully paid up share capital of the Company as on 1st April, 2014 and 31st March, 2015 remained unchanged.

THE STATE OF COMPANY'S AFFAIRS

During the year under review the gross revenue from operations of your Company has declined to Rs.1839.04 lacs

from Rs.2131.87 lacs i.e. by 13.73%, Profit before Tax has declined to Rs. 324.35 lacs from Rs.477.26 lacs i.e.

32.04% and Net Profit declined to Rs.252.65 lacs from Rs.398.40 lacs i.e. by 36.58%, as compared to the previous year.

- The Auto Component Industry in India is highly price sensitive. The Original Equipment Manufacturers do not grant price increase though the input costs have increased. This has impacted profits of the Company.

- The Company has discontinued production of some components which were grossly unprofitable. This has resulted into decline in turnover.

- Costs have been incurred for producing new components / assemblies.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Gurgaon Infospace Limited is wholly owned subsidiary of the Company and IST Steel & Power Limited is Associate of the Company as per provisions of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

Applicable provisions of the Companies Act, 2013 and the Accounting Standards on consolidated Financial Statements and Accounting for Investments in Subsidiary and Associate Companies, have been followed in preparation of the audited consolidated financial statements.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in any business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mrs. Sarla Gupta was inducted on the Board as an Additional Director in the category of Non-Independent / Woman Director on 14th February, 2015. Further the Board appointed Mr. Subhash Chander Jain as an Additional Director in the category of Independent Director on 30th May, 2015.

In terms of Section 161 of the Companies Act 2013, Mrs. Sarla Gupta and Mr. Subhash Chander Jain shall hold office up to the date of the ensuing Annual General meeting. The Company has received notices in writing along with the requisite deposits pursuant to Section 160 of Companies Act, 2013, proposing their appointment as Directors of the Company.

Your Board, based on the recommendation of the Nomination and Remuneration Committee of the Board has recommended the appointment of Mrs. Sarla Gupta as a Non-independent / Woman Director of the Company liable to retire by rotation and Mr. Subhash Chander Jain as an Independent Director for a period of 5 years with effect from the date of appointment.

The tenure of office of Lt. Col. N.L. Khitha (Retd.), Whole Time Director, designated as Director (Technical) was upto 31.05.2015. The Board, on recommendation of the Nomination and Remuneration Committee, at its meeting held on 30th May, 2015 has re-appointed Lt. Col. N.L. Khitha (Retd.) as Director (Technical) for a further period of 2 years w.e.f. 1st June, 2015 till 31st May, 2017 subject to approval by the Members at the ensuing Annual General Meeting in terms of Section 196, 197 and 203 read with of Schedule V and other applicable provisions, if any, of the Companies Act, 2013.

Mr. Mayur Gupta and Lt. Col. N. L. Khitha (Retd.) are subject to re-appointment as Director in the ensuing Annual General Meeting, consequent upon their retirement as a Director by rotation in terms of Section 152(6) of the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013 the Company has following Key Managerial Personnel

Mr. S.C. Jain, Whole Time Director, designated as Executive Director

Lt. Col. N.L. Khitha, Whole Time Director, designated as Director (Technical)

Mr. D.N. Tulshyan, Chief Financial Officer Mr. R.K. Sapra, Company Secretary

STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as under Clause 49.II.B of the Listing Agreement with the Stock Exchanges, were duly received by the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated in the Clause 49 (Revised) under the listing agreement with the stock exchanges.

A separate report on Corporate Governance under the listing agreement, along with certificate from the Statutory Auditors of the Company confirming the compliance, is annexed as Annexure - 'A'.

DETAILS OF BOARD MEETINGS

The details of Board Meeting during the financial year 2014-15 and details on Board of Directors are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

a) Audit Committee

Details on composition, terms of reference, meetings and attendance etc. are given in the Corporate Governance Report.

b) Nomination and Remuneration Committee

Details on composition, terms of reference, remuneration policy, meetings and attendance, details of remuneration to Directors, etc. are given in the Corporate Governance Report.

c) Corporate Social Responsibility Committee

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company as under Name Category of Director Chairman / Members

Air Marshal Denzil Keelor (Retd.) Independent Chairman

Mr. Gaurav Guptaa Non-Executive Member

Lt. Col. N.L. Khitha (Retd.) Executive Member

The CSR Committee has formulated and recommended to the Board, Corporate Social Responsibility Policy (CSR Policy) inter-alia indicating the activities to be undertaken by the Company, which has been approved by the Board and has been uploaded on the Company's website.

Further Details on Corporate Social Responsibility are given in Annexure 'F' to the Report of the Board of Directors.

a) Stakeholders Relationship Committee

Details on composition, meetings and attendance, details of investor complaints received and redressel thereof etc. are given in the Corporate Governance Report.

b) Risk Management Committee

Details on composition, meetings and attendance, risk management policy etc. are given in the Corporate Governance Report.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

The Board of Directors upon recommendation of Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Board members, including Independent Directors.

In compliance with Clause 49 of the Listing Agreement, the performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 31st January, 2015 without the presence of Non- Independent Directors and the members of management. The meeting was attended by all the Independent Directors. The meeting was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the Company. In accordance with the Listing Agreement, following matters were, inter-alia, discussed in the meeting:

- Performance of Non-Independent Directors and Board as a whole.

- Performance of the Chairman of the Company.

- Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company conducts Familiarization Program for the Independent Directors to provide them an opportunity to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its various operations and the industry of which it is a part.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is given as Annexure-'C'.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has adopted an effective Whistle Blower Policy, enabling directors, employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices.

This policy on protected disclosure by a Whistle Blower in respect of any unethical and improper practice or wrongful conduct prohibits the Company to take any adverse personnel action against the Whistle Blower for disclosing in good faith any unethical and improper practice or alleged wrongful conduct. A Whistle Blower who observes any unethical and improper practice or wrongful conduct may make protected disclosure to the concerned Head of Department and /or to the Executive Director of the Company and/or to the Audit Committee of the Board.

The detailed Whistle Blower Policy is available on the Company's website www.istindia.com.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

(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 for the financial year ended 31st March, 2015, and of the profit and loss of the Company for that period;

(c) the Directors had 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) 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

(f) 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.

AUDITORS AND AUDITORS' REPORT

M/s. O.P. Dadu & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the Annual General Meeting on for the Financial Year 2016-17 and subject to ratification by the shareholders

at the Annual General Meetings are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

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

COST AUDIT

In terms of Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is maintaining Cost records. However the company is exempt to have cost audit conducted.

SECRETARIAL AUDIT

The Board has appointed M/s RKS & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure 'D' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

RELATED PARTY TRANSACTIONS

During the year, the Company had not entered into any new contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website http://www.istindia.com.

Your Directors draw attention of the members to Note No. 38 to the financial statement which sets out related party disclosures.

Necessary disclosure of related party transactions in terms of Clause h of Sub section 3 of Section 134 of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 as Annexure 'H' to this Report.

LOANS, GUARANTEES OR INVESTMENTS

Your Company has not provided any Guarantee for any party. Particulars of investments under section 186 of the Companies Act, 2013, as required to be disclosed in terms of Section 134(1)(g) of the Act, has been provided in the accompanying financial statement (Note Nos. 12 & 13).

HUMAN RESOURCES

Your Company treats its "human resources" as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained from time to time to attain the required standards. The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

Your Company employed 239 personnel on its roll as on 31st March, 2015. During the year under review, the Company did not have any employee on its payroll, who:

a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

The total remuneration drawn by the Managing Directors and Key Managerial Personnel forms part of Extracts from the Annual Return in Form MGT 9, given in Annexure - 'C'.

STATEMENTS OF SUBSIDIARIES / ASSOCIATE COMPANIES

The Operational income of wholly owned subsidiary of the Company, namely - Gurgaon Infospace Limited during the year was Rs.5,855.69 lacs as against Rs.5,418.88 lacs during the previous year. The Net Profit of the subsidiary company during the year was Rs.5,602.63 lacs as against Rs.5,192.78 lacs during the previous year.

Your Company has an Associate entity named IST Steel and Power Limited, in which the Company holds 30.80% Equity Shares. There was no operational income of this company during the year ended 31.03.2014 as compared to Rs.92.80 lacs during the previous financial year. The Company incurred net loss after Tax - Rs.113.33 lacs as against profit of Rs.880.04 lacs during the previous year.

Accompanying Financial Statement consolidates financials of the Subsidiary / Associate Companies. Statement under Section 129 (3) of Companies Act, 2013 in prescribed format is enclosed at Annexure 'H' to the Directors' Report.

RISK MANAGEMENT POLICY

In terms of the requirement of the Companies Act, 2013 and Clause 49.VI of the Listing Agreement, the Company has developed and implemented the Risk Management Policy. The Risk Management Committee of the Board reviews the Policy periodically.

The major risks and concerns being faced by the Company are discussed in report on Management Discussion and Analysis forming part of this Report.

REMUNERATION POLICY

The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. Further details on the same have been given in the Report on Corporate Governance

The required disclosure 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 given as Annexure 'E' to this report.

INTERNAL FINANCIAL CONTROL

Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by a firm of Chartered Accountants. The Audit Committee of the Board looks into Auditor's review which is deliberated upon and corrective action taken, where ever required.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years till 31st March 2015. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013, or in terms of corresponding provisions of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis concerning the business of the Company is given as Annexure - 'B' to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy

i) The Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii) No specific investment has been made in reduction in energy consumption.

iii) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

iv) The Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules.

(b) Technology absorption

The Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The company constantly strives for maintenance and improvement in quality of its products and the quality control activities are directed to achieve the aforesaid goal.

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs.21.47 lacs and the total foreign exchange earned was Rs.75.19 lakhs.(Note No. 40 to the financial statements)

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE), and Delhi Stock Exchange Limited. There is no default in payment of Annual listing fees and annual custodian fee in respect of shares held in dematerlisation mode to NSDL and CDSL.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the Company's equity shares have been made available for dematerialisation in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL), Mumbai. In order to avail the service, shareholders can dematerialized the shares in the electronic form.

MATERIAL CHANGES AND COMMITMENTS

You Directors confirm that there are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year of the company and the date of this report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. the Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Place : New Delhi Air Marshal Denzil Keelor (Retd.) Date : 11th August, 2015 Chairman DIN : 00999470


Mar 31, 2014

To the Members,

The Directors are pleased to present their 38th Annual Report together with the Audited Statement of Accounts of the Company and the report of the Auditors thereon for the year ended 31st March, 2014.

FINANCIAL RESULTS

The turnover of the Company during the year was Rs.2131.87 Lacs as against Rs. 2078.57 Lacs in the previous year. The profit before tax during the year was Rs.477.26 Lacs as against Rs.865.51 Lacs in the previous year. The profit after tax was Rs.398.40 lacs as against Rs.671.59 lacs in the previous year.

The effort by your management towards cost control and diversifying activities of the Company continue unabatedly.

DIVIDEND

In order to conserve the resources for modernization and up gradation of Plant of the Company, your Directors express their inability to recommend payment of dividend for the year 2013-14.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Rules framed there under and Articles of Association of the Company Shri S.C. Jain, is proposed to be appointed as Whole Time Director, designated as Executive Director of the Company for a further period of 2 years w.e.f. 14th August, 2014, as per details given in the Notice for Annual General Meeting (AGM).

In accordance with the provisions of the Companies Act, Rules framed there under and Articles of Association of the Company Shri Gaurav Guptaa who retires by rotation is proposed to be reappointed as Director of the Company.

In accordance with the provisions of the Companies Act, Rules framed there under and Articles of Association of the Company and Clause 49 of the Listing Agreements with Stock Exchanges Air Marshal (Retd.) D. Keelor, Brig. (Retd.) G.S. Sawhney and Shri R.K. Jain are proposed to be appointed as Independent Directors of the Company as per details given in the notice for the AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 271 (2AA) of the Companies Act 1956, the Directors confirm that, to the best of their knowledge and belief -

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

iii) 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 for preventing and detecting fraud and other irregularities; and

iv) The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a Corporate Governance Report as well as Corporate Governance Compliance Certificate received from the Statutory Auditors is annexed as part of the Annual Report. The Corporate Governance Report, interalia, contains details of Audit Committee of Board of Directors of the Company.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing salary in excess of Rs.60.00 lacs per annum during the financial year 2013-14. Therefore, particulars of employees in the Directors'' Report as per Circular No. 23/2011 issued by Ministry of Corporate Affairs are not being given.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under M/s. O. P. Dadu & Co., Chartered Accountants, (FR No. 001201N), Statutory Auditors of the Company, being eligible, are proposed to be re-appointed as the Statutory Auditors of the Company, to hold office for a term of 3 years from the conclusion of this 38th Annual General Meeting until the conclusion of the 41st Annual General Meeting, as per details given in the Notice for the AGM.

FIXED DEPOSITS

The Company has not accepted any deposit covered under the Companies Act, 1956 and the rules framed there under.

SUBSIDIARY COMPANY

The annual accounts of subsidiary of this Company i.e. Gurgaon Infospace Limited are not attached pursuant to General Circular 2/2011 (No. 51/12/2007-CL-IM) dated 8th February, 2011. Members who desire to obtain the annual accounts of Subsidiary Company, may write to the Company Secretary at the registered office of the Company. The annual accounts of Subsidiary Company shall be kept available at the registered office and the Head Office of the Company for inspection by the members during working hours. A statement pursuant to Section 212 of the Companies Act, 1956 is attached.

LISTING OF SECURITIES

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited and listing fee for the year 2013-14 has been paid to the above Stock Exchanges.

DEMATERIALIZATION OF SHARES

The details on Dematerialization of Equity Shares of the Company are given in the annexed Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Board of Directors) Rules, 1988 is annexed herewith.

B. FOREIGN EXCHANGE EARNING AND OUTGO

Your Company utilized foreign exchange equivalent to Rs.39.20 lacs for import of raw material and components, stores and spares, capital goods and expense on overseas travelling. The foreign exchange earned by your company was Rs.161.74 lacs in respect of exports made by it.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and appreciation for the valuable Cooperation and continued support received from the Government of Haryana and the Company''s Bankers - State Bank of India.

Your Directors also wish to place on record their deep sense of appreciation for the devoted contribution made by the Executives, Staff and Workers of the Company at all levels.

Place : New Delhi For and on behalf of the Board

Dated : 12th August, 2014 Air Marshal (Retd.) D. Keelor

Chairman DIN : 00999470


Mar 31, 2012

The Directors are pleased to present their 36th Annual Report together with the Audited Statements of Accounts of the Company and the report of the Auditors thereon for the year ended 31st March, 2012.

FINANCIAL RESULTS

The turnover of the Company during the year was Rs.1950.70 Lacs as against Rs. 2081.19 Lacs in the previous year. The profit before tax during the year was Rs. 776.13 as against Rs. 649.92 Lacs in the previous year. The profit after tax during the year was Rs. 616.75 Lacs as against Rs. 455.26 Lacs in the previous year. The profit after tax and prior period adjustment during the year was Rs. 613.37 Lacs as against Rs. 450.23 in the previous year.

The effort by your management towards cost control continue unabatedly.

DIVIDEND

In order to conserve the resources for the modernization and upgradation of Plant of the Company, your Directors expressed their inability to recommend payment of dividend for the year 2011 -2012.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Brig. (Retd.) G S Sawhney retires by rotation and is eligible for re-appointment.

Shri. A.N.Mukherjee, Director of the Company died on 17th February, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act 1956, the Directors confirm that, to the best of their knowledge and belief;

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

iii) 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 for preventing and detecting fraud and other irregularities.

iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report as well as Corporate Governance Compliance Certificate received from Statutory Auditors is annexed as part of the Annual Report. The Corporate Governance Report interalia contains details of Audit Committee of Board of Directors of the Company.

PARTICULARS OF EMPLOYEES

There is no employee in the company who is covered as per Ministry of Corporate Affairs General Circular No. 23/2011, who had drawn salary in excess of Rs. 60,00,000/- during the financial year 2011 -12.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

AUDITORS

M/s O. P. Dadu & Co., Chartered Accountants, who are auditors of your company retire at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

During the year the Company has not accepted any deposit covered by companies (Acceptance of Deposit) Rules 1975.

SUBSIDIARY COMPANY

The annual accounts of subsidiary of this Company i.e. Gurgaon InfoSpace Limited are not attached pursuant to General Circular 2/2011 (No.:51 ,/12/2007-CL-lll) dated 8th February, 2011. Members who desire to obtain the annual accounts of Subsidiary Company, may write to the Company Secretary at the Registered- office of the Company. The annual accounts of Subsidiary Company shall be kept available at the Registered office and the Head office of the Company for inspection by any member during working hours. A statement pursuant to Section 212 of the Companies Act, 1956 is attached.

LISTING OF SECURITIES

The Equity Shares of the Company continue to be listed on the Stock Exchange, Bombay and Delhi Stock Limited and Listing fee for the year 2011 -2012 has been paid to each of the above Stock exchanges.

DEMATERIALISATION OF SHARES

The Details on Dematerialisation of Equity Shares of the Company are given in the annexed Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. The information in accordance with the provisions of Section 217(1) (e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

B. FOREIGN EXCHANGE EARNING AND OUTGO

Your Company utilized foreign exchange equivalent to Rs. 82.96 lacs for import of raw material and components, stores and spares, capital goods and expense on overseas traveling. The foreign exchange earned by your company was Rs. 20.25 lacs in respect of exports made by it.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and appreciation for the valuable cooperation and continued support received from the Government of Haryana and the Company's Bankers - State Bank of India.

Your Directors wish to place on record their thanks to the Company's business associates for their excellent effort and support especially under the prevalent stiff market conditions and their continued patronage of the Company's products.

Your Directors also wish to place on record their appreciation for the devoted services of the executives, staff and workers of the Company at all levels.

For and on behalf of the Board

Place : New Delhi Air Marshal (Retd.) D. Keelor

Dated : 29th May 2012 Chairman


Mar 31, 2011

To the Members,

The Directors are pleased to present their 35th Annual Report together with the Audited Statements of Account of the Company and the report of the auditors thereon for the year ended 31st March 2011.

FINANCIAL RESULTS

The turnover of the Company during the year was Rs.2,243.15 Lacs as against Rs. 1,969.43 Lacs in the previous year. The profit before tax during the year was Rs.649.92 lacs as against Rs. 281.26 Lacs in the previous year. The profit after tax was Rs.450.23 Lacs as against Rs. 176.71 Lacs in the previous year.

The effort by your management towards cost control continue unabatedly.

DIVIDEND

In order to conserve the resources for the modernization and upgradation of Plant of the Company, your Directors express their inability to recommend payment of dividend for the year 2010-2011.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Air Marshal (Retd.) D Keelor retires by rotation and is eligible for re-appointment.

Lt. Col. (Retd.) N. L. Khitha has been appointed as Director (Technical) subject to approval by members of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, the Directors confirm that, to the best of their knowledge and belief;

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

iii) 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 for preventing and detecting fraud and other irregularities.

iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report as well as Corporate Governance Compliance certificate received from the Statutory Auditors is annexed as part of the Annual Report. The Corporate Governance Report interalia contains details of Audit Committee of Board of Directors of the Company.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s O. P. Dadu & Co., Chartered Accountants, who are auditors of your company retire at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

During the year the Company has not accepted any deposit covered by Companies (Acceptance of Deposit) Rules 1975.

SUBSIDIARY COMPANY

The annual accounts of subsidiary of this Company i.e. Gurgaon Infospace Limited are not attached pursuant to General Circular No. 2/2011 (No.:51/12/2007-CL-III) dated 8th February, 2011. Members who desire to obtain the annual accounts of subsidiary Company, may write to the Company Secretary at the Registered Office of the Company. The annual accounts of subsidiary Company shall be kept available at the Registered Office and the Head office of the Company for inspection by any member during working hours. A statement pursuant to Section 212 of the Companies Act, 1956, is attached.

LISTING OF SECURITIES

The Equity Shares of the Company continue to be listed on the Stock Exchange, Mumbai and Delhi Stock

Exchange Limited and listing fee for the year 2010-11 has been paid to each of the above Stock Exchanges.

DEMATERIALISATION OF SHARES

The Details on Dematerialisation of Equity Shares of the Company are given in the annexed Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. The information in accordance with the provisions of Section 217(1) (e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

B. FOREIGN EXCHANGE EARNING AND OUTGO

Your Company utilized foreign exchange equivalent to Rs.257.39 lacs for import of raw material and components, stores and spares, capital goods and expense on overseas traveling. The foreign exchange earned by your company was Rs.27.78 lacs in respect of exports made by it.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and appreciation for the valuable cooperation and continued support received from the Government of Haryana and the Company’s Bankers – State Bank of India.

Your Directors place on record their thanks to the company’s business associates for their excellent effort and support especially under the prevalent stiff market conditions and their continued patronage of the Company’s products.

Your Directors also wish to place on record their appreciation for the devoted services of the executives, staff and workers of the company at all levels.

For and on behalf of the Board

Air Marshal (Retd.) D. Keelor Chairman

Place : New Delhi Dated : 27th May 2011


Mar 31, 2010

The Directors are pleased to present their 34th Annual Report together with the Audited Accounts of the Company and the report of the auditors thereon for the year ended 31st March, 2010. FINANCIAL RESULTS

The turnover of the Company during the year was Rs. 1969.43 Lacs as against Rs. 2030.18 Lacs in the previous year. The profit before tax during the year was Rs.281.26 lacs as against Rs. 286.73 Lacs in the previous year. The profit after tax was Rs. 176.71 Lacs as against Rs. 173.85 Lacs in the previous year.

The effort by your management towards cost control and diversifying activities of your company continue unabatedly.

DIVIDEND

In order to conserve the resources for the modernization and upgradation of Plant of the Company, your Directors expressed their inability to recommend payment of dividend for the year 2009-2010.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company

Shri A.N. Mukherjee retires by rotation and is eligible for re-appointment.

The tenure of Shri Mayur Gupta as Managing Director is proposed to be extended for a further period of two years w.e.f. 1st October, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, the Directors confirm that, to the best of their knowledge and belief;

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

iii) 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 for preventing and detecting fraud and other irregularities.

iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance report on Corporate Governance has been annexed as part of the Annual Report.

PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing remuneration more than the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s O. P. Dadu & Co., Chartered Accountants, who are auditors of your company retire at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

During the year the Company has not accepted any deposit covered by Companies (Acceptance of Deposit) Rules 1975.

SUBSIDIARY COMPANY

The Accounts of Gurgaon Infospace Limited, Subsidiary of this Company are annexed along with a statement pursuant to Section 212 of the Companies Act, 1956.

USTING OF SECURITIES

The Equity Shares of the Company continue to be listed on the Stock Exchange, Mumbai and Delhi Stock Exchange Limited and listing fee for the year 2010-11 has been paid to each of the above Stock Exchanges.

DEMATERIALISATION OF SHARES

The Details on Dematerialisation of Equity Shares of the Company are given in the annexed Corporate Governance Report.

CORPORATE GOVERNANCE REPORT

A Report on the Corporate Governance is attached to this Report which interalia contains details of Audit Committee of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. The information in accordance with the provisions of Section 217(1) (e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of Board of- Directors) Rules, 1988 is annexed hereto.

B. FOREIGN EXCHANGE EARNING AND OUTGO

Your Company utilized foreign exchange equivalent to Rs.76.30 lacs for import of raw material and components, stores and spares, capital goods and expense on overseas traveling. The foreign exchange earned by your company was Rs.79.86 lacs in respect of exports made by it.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and appreciation for the valuable cooperation and continued support received from the Government of Haryana and the Companys Bankers - State Bank of India.

Your Directors place on record their thanks to the companys business associates for their excellent effort and support especially under the prevalent stiff market conditions and their continued patronage of the Companys products.

Your Directors also wish to place on record their appreciation for the devoted services of the executives, staff and workers of the company at all levels.

For and on behalf of the Board

Place : New Delhi Air Marshal (Retd.) D. Keelor

Dated : 31st May, 2010 Chairman

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