To The Members of PIL ITALICA LIFESTYLE LIMITED
The Directors of your Company have pleasure in presenting the Thirty Second (32nd) Annual Report together with the Audited accounts of the Company for the year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
Your Company's performance during the year as compared to the previous year is summarized below:
(Rs in Lacs)
2. STATE OF COMPANY'S AFFAIRS
The Company is engaged in the manufacturing of plastic moulded furniture, material handling products and waste management products. During the year, the Company earned Revenue from Operations of Rs.9,723.26 Lacs as against Rs.8,531.11 in corresponding previous year and earned a net profit after tax of Rs.461.95 Lacs. The Company is continuously launching new and innovative products and revenue from operation increased by 13.97% during this year.
The Company is using its funds for rapid expansion of the distribution network in new geographies, new product development, new product portfolio and more effective supply chain network.
PILL is focusing on increasing its brand awareness through digital marketing channels such as Instagram, Facebook, Google, SEO and SEM Marketing.
During the financial year 2023-2024, the Company introduced several innovative products, significantly enhancing our product portfolio across various categories. In the furniture segment, we launched the Phoenix Folding Chair, a space-saving model with solid construction, along with India's first double insert stackable chair (Model No. 5115). Additionally, we introduced versatile arm chairs (Models No. 9030, 9033, 9039) suitable for both indoor and outdoor use, an armless chair (Model No. 9321), and a kids' study set (Model No. 5229).
In the material handling sector, we launched the Heavy Weight lid (Model No. FC6545315) for fishing and other industries, a model specifically designed for e-commerce (Model No. FC503215), and storage solutions tailored to the automotive industry (Models No. FC403010). These product launches reflect our dedication to innovation and meeting diverse market needs.
3. DIVIDEND
Keeping in view the requirement of funds for future expansions, your directors do not recommend any dividend for the year ended on March 31, 2024.
4. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on March 31, 2024 stood at Rs.2,350.00 Lacs comprising of 23,50,00,000 shares of Rs.1/- each. The Company has not issued any further shares during the year.
5. LISTING OF SHARES
The Equity Shares of the Company are listed on National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 and BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001.
The Annual Listing Fees for the financial year 2024-25 have been paid.
6. CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.
7. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of report.
8. EXPORTS
There was no Export during FY 2023-24.
9. TRANSFER TO RESERVES
No amount is proposed to be transferred to the Reserves for the financial year 2023-24.
10. DEPOSITS
The Company has not accepted any deposit falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.
11. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any contract or arrangement with any person including persons covered under sub-section (1) of Section 188 of the Companies Act, 2013. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company's website: www.italica.com.
13. ANNUAL RETURN
The annual return of the Company is placed on the website of the Company www.italica.com and can be accessed from the following weblink: https://italica.com/pages/ extract-of-annual-return.
14. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2023-2024, the Board met Five (05) times held on May 03, 2023; July 25, 2023; October 20, 2023; January 20, 2024; and March 21, 2024.
15. COMMITTEE OF BOARD OF DIRECTORS
As on March 31,2024, the Board has 4 Committees namely the Audit Committee, the Nomination and Remuneration Committee and Stakeholders Relationship Committee,
Risk Management Committee. A detailed note on the Composition of the Board and its Committees and other relevant details is provided in the report on Corporate Governance annexed to this report.
16. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE
As on March 31, 2024, the Company does not have any subsidiary, joint venture or associate.
17. RISK MANAGEMENT
The Company believes that managing risks helps in maximizing returns. A risk management Policy have been developed and implemented by the Company for identification of elements of risk if any, which in opinion of board may threaten the existence of the Company. It aims to identify commodity prices, Price fluctuation of raw material and finished goods, Credit Risks, inflation, Strategic Risks, etc. Board of Directors of the Company periodically reviews the effectiveness of risk management framework and system. However, in the opinion of Board, none of the above-mentioned risks threatens the existence of the Company.
18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO HAVE APPOINTED OR HAVE RESIGNED
a) Directors
Pursuant to the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Narendra Bhanawat, Executive Director (DIN: 00146824), retires by rotation at the 32nd Annual General Meeting, and being eligible, offers himself for reappointment and Shareholders approved the appointment of Ms. Apeksha Agiwal (DIN: 10083559) as Non-Executive Independent Director w.e.f. March 29, 2023 for a period of five years in the 31st Annual General Meeting of the Company held on June 23, 2023.
b) Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Act, following were the Key Managerial Personnel of the Company as on March 31, 2024:
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the directors to the best of their knowledge and belief confirm that:
a) in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to the material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c) the directors had taken 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 goingconcern 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.
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.
20. INDEPENDENT DIRECTORS AND THEIR MEETING
All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations'). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.
During the year under review a separate meeting of the Independent Directors of the Company was held on March 21, 2024, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board.
21. STATUTORY AUDITORS
M/s. H. R. Jain & Co., Chartered Accountants, Udaipur (ICAI FRN: 000262C), were appointed as Statutory Auditors of the Company at the 30th Annual General Meeting held on June 30, 2022 to hold office till the conclusion of the 35th Annual General Meeting held in the year 2027-28. M/s. H. R. Jain & Co. has confirmed that they are not disqualified from continuing as Auditors of the Company. The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year ended March 31, 2024. The observations made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence do not call for any further explanations or comments by the Board under Section 134 of the Act.
22. QUALIFICATION IN THE AUDITORS' REPORT - BOARD'S COMMENTS OR EXPLANATION
The Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer.
23. SECRETERIAL AUDITORS AND THEIR REPORT
The secretarial audit report given by M/s P. Talesara & Associates, Practicing Company Secretary under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remark. The secretarial audit report is provided as "Annexure A" forming part of this report.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is presented as a separate section as "Annexure B" forming part of annual report.
25. COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, appointment of cost auditor is not applicable to the Company. Hence, maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not required.
26. CEO/CFO CERTIFICATE
Chief Executive Officer and Chief Financial Officer compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is annexed as "Annexure 3" in this report.
27. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134 of the Companies Act, 2013 are as follows:
A. Conservation of Energy
Your Company is continuously engaged in the process of energy conservation and is continuously putting its efforts to improve energy management by way of monitoring energy related parameters on regular basis.
To achieve the above objective, the following steps are taken to cut down the consumption of energy:
• Installation of Energy Efficient Equipment/Device.
• Creating awareness of energy saving within the organization to avoid wastage of energy.
• R&D Activities and Adopting new Technology.
B. Technology Absorption
(i) Efforts made towards technology absorption:
? Continuously monitoring the production patterns and inclusion of new tested technology products.
? Constantly striving towards developing of new designs and products.
? Investing in new technology of moulds and machinery.
(ii) Benefits derived as a result of the above efforts:
? Increase in the production along with the improvement in quality.
? New and Innovative designed products.
? New designed products are also catching attention of the export market.
(iii) The Company has not imported any technology during the year under review and also the expenditure incurred on Research and Development activity is insignificant.
C. Foreign Exchange Earnings and Outgo
28. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company does not qualify under the provisions of Section 135 of the Companies Act. Hence, the provisions related to CSR is not applicable on Company during FY 2023-24.
29. NOMINATION AND REMUNERATION POLICY
The Company has in place the Nomination and Remuneration Committee. The Company has formulated the Nomination and Remuneration Policy on Directors, Key Managerial personnel and Senior Management Personnel, their appointment and remuneration including the criteria
for determining qualifications, positive attributes and independence of director. The Remuneration Policy is placed on the website of the Company www.italica.com under Investor Relation section and is also annexed as "Annexure C".
30. CORPORATE GOVERNANCE REPORT
The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is annexed as "Annexure E".
31. ANNUAL PERFORMANCE EVALUATION
During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate meeting was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting following the meeting of Independent Directors.
32. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time. The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plant (based on predefined factory rating parameters), Product Category and Corporate Function from time to time. Details of familiarization programme to Company's Independent Directors can be accessed at the Company's website www.italica.com under policy head.
33. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
The code of conduct and Vigil Mechanism applicable to directors and senior management of the Company is available on the Company's website at www.italica.com.
34. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL
None of the employees was in receipt of remuneration excess of the limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Details pertaining to remuneration 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 given below:
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
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.
36. DEPOSITORY SYSTEM
The Company has already entered into agreements with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
37. INTERNAL FINANCIAL CONTROL
The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
39. FRAUDS AGAINST THE COMPANY
No fraud has been reported by the Statutory Auditors during the Financial Year 2023-2024 pursuant to the provisions of Section 143(12) of the Act.
40. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
Neither any application made or nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016.
41. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
During the year the Company has not entered into any One-Time Settlement with banks or financial institutions.
42. GENERAL
Your directors state that no disclosure on reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Issue of Equity Shares with differential voting rights as to dividend, voting or otherwise;
b) Business Responsibility Statement;
c) Issue of shares (including sweat equity shares) to employees of the company under any scheme;
d) No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future.
43. ACKNOWLEDGEMENT
Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc.
The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.