The Directors have pleasure in presenting the Directors' Report and audited statementof accounts of the Company for the period ended on March 31 2017.
|1. Financial Results: || ||(Rs. in Lacs) |
| ||2016-2017 ||2015-2016 |
|Total Income ||8974.34 ||8275.25 |
|Profit Before Taxation ||630.64 ||446.15 |
|Less: Tax Expenses: || || |
|1. Current ||220.00 ||128.00 |
|2 Deferred ||-6.96 ||31.66 |
|3 Earlier Years'Tax ||-6.19 || |
|Profit After Taxation ||423.80 ||286.49 |
|Which has been appropriated as follows: || || |
|1. Proposed Dividend ||62.50 ||35.00 |
|2. Corporate Dividend Tax ||12.72 ||7.13 |
|3. General Reserve ||348.58 ||244.36 |
2. Operations: The total Income during the year went up by over 7 % over theprevious year. The profit before finance costs depreciation and tax (EBITDA) increased toRs. 1515.13 Lacs from Rs. 1317.72 Lacs in the previous year.
There are no material changes and commitments which affect the financial position ofthe Company as on the date of this report since March 31 2017.
There was no change in the nature of the business during the year under review.
3. Dividend: The Directors are pleased to recommend a Dividend for the period endedMarch 31 2017 @ Rs. 1.00 per share and further special dividend @ Rs. 0.25 per share on5000000 Equity Shares. Therefore the total final dividend for financial year 2016-2017 willbe Rs. 1.25 per equity share (i.e.12.50%) amounting to Rs. 62.50 Lacs as against Rs.0.70 per share amounting to Rs. 35.00 Lacs for last financial year 2015-2016 subject toapproval of the members at this Annual General Meeting.
4. Conservation of Energy Research and Development Technology Upgradation/Absorption Foreign Earnings and Outgo:
The Company's principle product is "Un machined and Machined Ferrous andNon-ferrous alloys Investment Castings". The Government has not classified the saidcategory of product for giving information relating to the Conservation of Energy.Research and Development Technology Up gradation/Absorption Foreign Earnings and Outgo.
However the company is undergoing such activities regularly and the details arefurnished in the Annexure A on voluntary basis.
4. Research & Development: Product Development and Process Improvementsactively continued during the year.
5. Wind Power Project: The Company's two Wind Turbine Generators are operatingsatisfactorily.
6. Director and Key Managerial Personnel: The Details of re-appointment of theDirector:
6.1 Smt. Vishakha P. Tamboli (DIN 06600319) retires by rotation as required by theCompanies Act 2013. and being eligible offers herself for re-election.
The particulars of Directors/employees and the remuneration paid to directors is givenin the Annexure to the Directors' Report as required under section 197 (12) of theCompanies Act. 2013
6.2 Sad Demise of Shri I F Tamboli Chairman Emeritus of the Company:
The Board takes note with deep regrets of the sad demise of Shri I F Tamboli. ChairmanEmeritus who peacefully left for his heavenly abode on October 26 2016 at the age of 86He was an Industrialist and a noble person in nature. Shri I F Tamboli was associated withthe company since inception and held positions of Promoter Director & Chairman duringthe tenure of his directorship on the Board of Directors of the Company till 1.4.2010. Heinspired and motivated IPCL family in a big way throughout IPCL history. It is a huge andirreparable loss to entire IPCL family May his departed soul rest in eternal peace.
The Board places on record its sincere appreciation for the outstanding contributionmade by Shri I F Tamboli for the growth of the Company since inception.
7. Declaration from Independent Directors: The Company has received necessarydeclaration from each Independent Director of the Company under section 149 (7) of theCompanies Act 2013 that the Independent Director of the Company meet with the criteria oftheir Independence laid down in Section 149 (6).
8. Audit Committee: The Audit Committee comprises of Independent Directorsnamely Shri Akshay R Shah (Chairman) Shri J. M. Mapgaonkar Shri Girish C. Shah and ShriPiyush I. Tamboli as other Members. All the recommendations made by the Audit Committeewere accepted by the Board.
9. Policy laid down by the Nomination and Remuneration Committee for remunerationof Directors Key Managerial Persons (KMP) and other employees and the criteria formulatedby the committee for determining qualifications positive Attributes. Independence of aDirector.
Please refer Annexure B attached to this report.
10. Vigil Mechanism: The Vigil Mechanism of the Company which also incorporates awhistle blower policy in terms of the Listing Agreement includes an Ethics &Compliance Task force comprising senior executives of the Company. Protected disclosurescan be made by a whistle blower through an e-mail or telephone line or a letter to theChairman of the Audit Committee. The policy on vigil mechanism and whistle blower policymay be accessed on the Company's website at the address www.ipcl.in .
11. Directors' Responsibility Statement:
Your Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards readwith requirements set out under Schedule III to the Companies Act 2013 have beenfollowed and there are no departure from the same;
b) they have selected prudent accounting policies;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a "going concern' basis;
e) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
12. Information about the Financial Performance/Financial Position of the Subsidiary: Thesummary information on the balance sheet of the subsidiary company is given in this annualreport on Page No. 68
13. Extract of Annual Return: Extract of Annual Return of the Company is annexedherewith as Annexure C to this report
14. Secretarial Audit Report: The Board has appointed CS Alpesh Dhandhalyapractising company secretary of M/s. CS Alpesh Dhandhalya & Associates CompaniesSecretaries Ahmedabad to conduct Secretarial Audit for the financial year 2016-2017. TheSecretarial Audit Report for the financial year ended March 312017 contains noreservation and remarks.
A copy of this report issued by M/s. CS Alpesh Dhandhalya & Associates CompaniesSecretaries Ahmedabad is enclosed as Annexure D with this report.
15. Significant and Material orders passed by the Regulators: During the year therewere no orders passed by the regulators which affected the going concern of the Company'soperation present and future.
16. Internal Financial Controls: The Company has in place adequate internalfinancial controls with reference to financial statements. During the year such controlswere tested and no reportable material weakness in the design or operation was observed.
17. Particulars of Loans given Investments made Guarantees given and Securitiesprovided:
Particulars of loans given investment made along with the purpose for which the loanis proposed to be utilised by recipient are provided in the standalone financialstatement. (Please refer to note 11 12 16 and 35 to the standalone statement).
18. Risks Management Policy: The Company manages and monitors on the principalrisks and uncertainties that can impact its ability to achieve its objectives.
19. Corporate Social Responsibility Policy and annual report on CSR: In pursuant tothe provisions of section 135 and schedule VII of the Companies Act 2013 CSR Committeeof the Board of Directors was formed to recommend (a) the policy on Corporate SocialResponsibility (CSR) and (b) implementation of the CSR Projects or Programs to beundertaken by the Company as per CSR Policy for consideration and approval by the Board ofDirectors.
The Company has made certain activities under the CSR project on voluntarily basis asthe company is not falling under the defined criteria applicable to the company under theCompanies Act 2013.
20. Related Party Transactions: All contracts/arrangements/transactions enteredduring the financial year with related parties were in the ordinary course of the businessand on arm's length basis. During the year the company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to Note 35 to the Standalone financialstatement which sets out related party disclosures.
21. Cost Audit: Your company carries out an audit of cost records relating to theprinciple product of the Company viz. "Un machined and Machined Ferrous andNon-ferrous alloys Investment Castings" according to the requirement of the CentralGovernment and pursuant to Section 148 of the Companies Act 2013 as amended. Your companyhas proposed to appoint M/s. S.K. Rajani Cost Accounts Bhavnagar subject to approval ofthe members in this meeting as the Cost Auditors to audit the cost accounts of theCompany for the Financial Year 2016-2017. The Cost audit is presently applicable to thecompany according to the revised guideline for limit of turnover for cost audit under theCompanies Act 2013 as amended.
22. Listing with Stock Exchanges: The Company is listed on The Bombay StockExchange Ltd. (BSE) since 1976. The company has paid listing fees to BSE for 2016-17 and2017-18.
23. Corporate Governance and Shareholders Information: The Company has compliedwith amended clause of listing agreement concerning strength of independent directors onthe Board before March 31. 2017.
24. Secretarial Standards: The Company has complied with amended secretarialstandards.
25. Segment Reporting: As all the manufacture is of one class of products segmentwise reporting of the results is not applicable to your Company.
26. Accounting for Taxes on income: Deferred Tax Asset of Rs. 6.96 Lacs resultingfrom application of the Accounting Standard AS-22 has been credited to the amountavailable for appropriation for the current Financial Year 2016-2017.
27. Management Discussion & Analysis: The Management Discussion & Analysisis also enclosed.
28. Quality: Your Company has a dedicated and efficient Quality Assurance("QA") team is monitoring product quality. The team also looks after all theaudit of various Quality System related certificates and adhere and implement therequirement of audit conducted by the auditors of various certificate.
29. Insurance: All the assets of the Company viz. Buildings plant andmachineries. Stocks etc. are adequately insured and the insurance is renewed from time totime as per the due dates during the year.
30. Human Resources: Your Company considers its employee as the valuable assetsof the Company. The Company regularly organises various training programme at all level toenhance skill of the employees. The employees are fully committed to the growth of theCompany.
31. Formal Annual Evaluation: The Board of Directors has carried out as annualevaluation of its own performance its committees and individual Directors pursuant to therequirements of the Act and the Listing Regulations.
Further the Independent Directors at their exclusive meetings held on 26.7.2016 andon 23.5.2017 reviewed the performance of the Board its Chairman and Non-ExecutiveDirectors and other items as stipulated under the Listing Regulations.
32. Sexual Harassment Policy: Your Company has adopted a Policy on SexualHarassment in line with the provisions of Sexual Harassment of Workmen at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made there under.
33. Auditors: The members will be requested at this Meeting to appoint newAuditors M/s. PARKS Company Chartered Accountants. Bhavnagar and fix their remuneration.
34. General: Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
a) Details relating to deposits covered under Chapter V of the Companies Act 2013.
b) No significant or material orders were passed by the Regulations or Courts orTribunals which impact the going concern status and Company's operations in future.
c) Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention. Prohibition andRedressal) Act. 2013.
35. Appreciation: The Directors thank the Bankers Bank of Baroda and theconcerned authorities of the Government for their co-operation and also record theirappreciation for the efforts put in by the employees.
|Registered Office. ||ON BEHALF OF THE BOARD OF DIRECTORS |
|Nari Road Bhavnagar ||Piyush 1. Tamboli |
|Gujarat 364 006 ||CHAIRMAN & MANAGING DIRECTOR |
|Dated May 23 2017 ||DIN 00146033 |
Information relating to Conservation of Energy. Research and Development TechnologyUpgradation/Absorption Foreign Earnings and Outgo.
1. Energy Conservation:
1.1 The steps taken or impact on conservation of energy:
# Reducing power consumption by installing LED lighting in the factory area.
# Prevention of air licks while using compressed air in the plant.
1.2 The steps taken by company for utilising alternate source of energy.
# LPG as Alternate source of LDO
1.3 Capital Investment on Energy Conservation Equipment:
The Company has made investments amounting to Rs. 19.27 Lacs during financial year2016-2017 on the energy conservation equipments.
2. Technology Absorption:
2.1 Research & Development (R&D): Vacuum Furnace installed for development ofcastings for AEROSPACE Medical Implants and Railway.
The efforts made towards technology:
# ..Development of 3D Print technology for making castings.
2.2 The Company has in place well developed programme of:
# Continuous Improvement Plan (CIP)
# Product Development
# Process Development
# Materials Development