You are here » Home » Companies » Company Overview » ICE Make Refrigeration Ltd

ICE Make Refrigeration Ltd.

BSE: 535034 Sector: Engineering
NSE: ICEMAKE ISIN Code: INE520Y01019
BSE 05:30 | 01 Jan ICE Make Refrigeration Ltd
NSE 00:00 | 22 Oct 64.45 -0.85
(-1.30%)
OPEN

64.40

HIGH

66.25

LOW

63.50

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

ICE Make Refrigeration Ltd. (ICEMAKE) - Director Report

Company director report

To

The Members

Ice Make Refrigeration Limited

Dear Members

Your Directors have pleasure in presenting the 10th Annual Report of the Companytogether with the Audited Financial Statements for the year ended on March 31 2019.

1. FINANCIAL PERFORMANCE / HIGHLIGHTS

The Company's financial performance for the year ended on March 31 2019 is highlightedbelow:

(Rs. in lakhs)
Standalone Results
Particulars Year Ended March 31 2019 Year Ended March 31 2018
Gross Revenue from Operations 15290.02 12073.36
Less: Central Excise Duty / GST 2371.77 1968.82
Net Revenue From Operations 12918.25 10104.54
Add: Other Incomes 39.72 63.30
Total Revenue 12957.97 10167.84
EARNINGS BEFORE INTEREST DEPRECIATION TAX & AMORTIzATION 1417.20 1301.07
Less: Depreciation and Amortization 223.56 149.17
Earnings before Interest & Tax 1193.64 1151.90
Less: Finance Cost 92.30 178.13
Profit Before Tax 1101.34 973.77
Less: Provisions for Income Tax including Deferred Tax 317.89 310.46
PROFIT AFTER TAX 783.45 663.31
Profit Carried to Balance Sheet 783.45 663.31
Accumulated Balance of Profit 1644.58 1050.06

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY

Standalone

For the year ended March 31 2019 the Company's total revenue stood at Rs. 12957.97lakhs indicating 27.44% increase from that of March 31 2018.

Earnings before Interest Depreciation Tax and Amortization (EBIDTA) for the year wasincreased from Rs. 1301.07 lakhs and reached to Rs. 1417.20 lakhs indicating increase of8.93%. This reflects a robust operational performance and ever increasing growth of theCompany.

This year EPS is 5.00 as compared to 5.18 of last year. It is due to increase incapital. (Last year weighted average capital was considered in EPS.)

Consolidated

For the year ended March 31 2019 the Company's total revenue stood at Rs. 13200.70lakhs which was increased from Rs. 10236.24 lakhs in March 31 2018 indicating 27.84 %increase. Earnings before Interest Depreciation Tax and Amortization (EBIDTA) for theyear was increased from Rs. 1319.63 lakhs and reached to Rs. 1417.54 lakhs indicatingincrease of 7.42 %. This reflects a well management and growth starting right after secondFinancial Year after the acquisition of our wholly owned subsidiary viz. BharatRefrigerations Private Limited.

Further this year EPS is Rs. 4.77 as compared to Rs. 5.18 of last year. It is due toincrease in capital. (Last year weighted average capital was considered in EPS.)

3. DIVIDEND:

Considering the profit growth and future prospects of the Company the Directors havedecided to recommend the Final Dividend of Rs. 1.20 (12 % on the face value of the share)per Equity Shares on 15672000 Equity Shares of the Company of Rs. 10/- each for thefinancial year ended on March 31 2019.

The total amount of dividend recommended is Rs. 1 88 06 400.

4. TRANSFER TO RESERVES

There has not transferred any Amount to General Reserve during the year 2018-2019.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

The statement as required under Section 129 of the Companies Act 2013 in respect ofthe subsidiaries of the Company viz. Bharat Refrigeration Private Limited is annexed andforms an integral part of this Report. Consolidated Financial Statements prepared inaccordance with relevant Accounting Standards issued by the Institute of CharteredAccountants of India form part of the Annual Report and Accounts. Cash Flow Statement isalso attached as part of the Annual Report and Accounts.

6. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCETO THE FINANCIAL STATEMENTS

The Company has in place adequate internal control systems commensurate with the sizeof its operations.

The internal control systems comprising of policies and procedures are designed toensure sound management of your Company's operations safekeeping of its assets optimalutilization of resources reliability of its financial information and compliance. Clearlydefined roles and responsibilities have been institutionalized. Systems and procedures areperiodically reviewed to keep pace with the growing size and complexity of your Company'soperations.

7. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

Bharat Refrigerations Private Limited is wholly owned subsidiary Company of Ice MakeRefrigeration Limited.

A statement containing the salient feature of the financial statement of Subsidiarycompany under the first proviso to sub-section (3) of section 129 in form AOC - 1 isappended as Annexure – 6 The Company is not having any other Joint Venture orAssociate Company.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these Financial Statements relateand on the date of this report.

Further during the financial year under report no significant the regulators orcourts or tribunals impacting the going concern status and operations of the Company infuture.

9. DEPOSITS

During the financial year under report your Company has not accepted any depositswithin the meaning of Sections 73 of the Companies Act 2013.

10. STATUTORY AUDITORS

The Company's Auditor M/s. Patel & Jesalpura Chartered Accountants Ahmedabadhaving firm registration no. 120802W were appointed as Statutory Auditors to hold officeup the conclusion of this Annual General Meeting. The term of Statutory Auditor'sappointment is expiring on conclusion of this 10th Annual General Meeting.

Accordingly on the recommendation of the Audit Committee the Board has proposed theappointment of M/s. Umesh Shah & Co. Chartered Accountants Ahmedabad (FRN: 114563W)as the New Statutory Auditors of the Company for a term of 5 years i.e. from theconclusion of the 10th Annual General Meeting until the conclusion of the 15th AnnualGeneral Meeting subject to approval of members in an ensuing Annual General Meeting.

The Company has also received a confirmation from M/s. Umesh Shah & Co. CharteredAccountants Ahmedabad to the effect that they are eligible and not disqualified underSection 141 of the Companies Act 2013 and the Rules framed thereunder for beingappointed as Auditors of the Company. As required under Regulation 33(1)(d) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. The Auditors' Report (Standalone &Consolidated) for the financialyear ended on March 31 2019 forms part of this AnnualReport and the same does not contain any qualification reservation or adverse remark.

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

11. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 the Board of Directors of yourCompany has appointed M/s. K. Jatin & Co. Practicing Company Secretaries Ahmedabadas a Secretarial Auditors to conduct an Audit of secretarial records and compliances inaccordance with the provisions of Section 204 of the Companies Act 2013 for the financialyear ended onMarch 31 2019.

The Secretarial Audit Report given by M/s. K. Jatin & Co.ormaterialordershavebeenpassedbyanyof Practicing Company Secretaries Ahmedabad is enclosed herewith asAnnexure – 4.

12. COST AUDITOR

The Board of Directors of your Company has appointed Mr. Mitesh Prajapati Proprietorof the Firm M/s. M.I. Prajapati & Associates Cost Accountants Ahmedabad as CostAuditors to conduct audit of the Cost Records for Financial Year to be ended on March 312020.

13. COST RECORDS

The Central Government has prescribed the maintenance of cost records under section148(1) of the act for the goods supplied by the Company. The Company had maintainedproper cost records.

14. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March 2019 remained at 1567.20 Lakh.During the period under report your Company has not issued any share including SweatEquity Convertible Debentures.

15. LISTING:

The Equity Shares of the Company are listed on SME Platform of National Stock Exchangeof India Limited (NSE Emerge).

The Company is regular in payment of Annual Listing Fees. The Company has paid Listingfees up to the year 2019-20.

16. VARIATION IN THE TERMS OF "OBJECTS OF THE ISSUE" MENTIONED IN THECOMPANY'S PROSPECTUS DATED DECEMBER 1 2017

The Company has obtained approval of members by way of Postal Ballot on September 102018 for revising the terms of Objects of the Issue referred to in the Prospectus datedDecember 1 2017 (the ‘Prospectus') in relation to utilization of the Proceedsreceived from the Initial Public Offering (the ‘IPO') of Equity Shares made inpursuance of the Prospectus by complying necessary provisions under Sections 13 and 27 ofthe Companies Act 2013 and other relevant provisions under SEBI Regulations.

17. GRANT OF STOCK OPTIONS UNDER ICE MAKE REFRIGERATION LIMITED EMPLOYEE STOCK OPTIONPLAN 2018 ("ICE MAKE ESOP 2018"):

Pursuant to approval of Members obtained on October 26 2018 via Postal Ballot and asper applicable provisions of the SEBI (Share Based Employee Benefits)Regulations 2014the Companies Act 2013 the Memorandum and Articles of Association of the Company and theIce Make ESOP Plan 2018 and pursuant to the consent of the members of the Nomination andRemuneration Committee the Company has granted 156000 Options pursuant to the Ice MakeESOP Plan 2018 to eligible employees on the following terms and conditions:

Particulars Details
Total Number of Options to Grant 156000
Period of Vesting % of Options to be vested
Upon expiry of 12 months from the 30%
date of Grant
Upon expiry of 24 months from the 30%
Vesting Schedule
date of Grant
Upon expiry of 36 months from the 40%
date of Grant
Exercise Price Rs. 57/- per Option
Exercise Period Within 3 months from the date of vesting
Method of payment of Exercise Price Exercise Price shall be payable in Cash at the time of exercise of Option(s)
Number of Equity Shares that may arise out of Exercise of Option 156000 Equity Shares
Other Terms As per the Scheme and the Letter of Grant

18. CREDIT RATINGS:

Ice Make has received Care BBB+ (Care Triple B Plus) from CRISIL in January 2018 whichis maintained till date. The rating indicates stable and positive outlook of the Company.

19. APPOINTMENT OF COMPANY SECRETARY AND COMPLIANCE OFFICER:

The Company has appointed Mr. Mandar Desai as Company Secretary & ComplianceOfficer of the Company w.e.f. March 02 2019 as Mr. Purvesh Pandit previous CompanySecretary and Compliance officer has resigned from the post w.e.f. February 092019.

Mr. Mandar Desai aged 28 years is Company Secretary & Compliance Officer of ourCompany. He heads secretarial and compliance departments of our Company. He is a qualifiedCompany Secretary from the Institute of Company Secretaries of India. He also holds adegree in Master of Commerce. He has over 3 years of post-qualification experience in thefields of Secretarial Compliance Legal Compliance Corporate Governance and CorporateRestructuring with listed Companies.

Necessary Intimation Form filing with various bodies like NSE ROC has been completedin timely manner.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL Particulars of Executive Directors and KMP

SR NO NAME DESIGNATION APPOINTMENT DATE
1 Mr. Chandrakant P. Patel Chairman & Managing Director 05/09/2017
2 Mr. Rajendra P. Patel Joint Managing Director 05/09/2017
3 Mr. Vipul I. Patel Joint Managing Director 05/09/2017
4 Mr. Ankit Patel Chief Financial Officer 05/09/2017
5 Mr. Mandar Desai Company Secretary and Compliance Officer 02/03/2019

Their brief profile forms part of the Management Profile section of this Annual Report.

Non - Executive Independent Directors

SR NO NAME DESIGNATION APPOINTMENT DATE
1 Ms. Darsha Kikani Non-Executive Women Independent Director 05/09/2017
2 Mr. Hasmukh B. Patel Non Executive Independent Director 05/09/2017
3 Mr. Harshadrai P. Pandya Non Executive Independent Director 05/09/2017
4 Mr. Krishnakant L. Patel Non Executive Independent Director 05/09/2017

Act 2013 stating that they meet the criteria of Independence as provided underSection 149(6).

A separate meeting of Independent Directors of the Company was held on March 02 2019in accordance with the provisions of Clause VII of the Schedule IV of the Companies Act2013

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theArticles of Association of the Company Mr. Rajendra P. Patel will retire by rotation atthis Annual General Meeting of the Company and being eligible offers himself forreappointment. The Board recommends his appointment

In this connection it is clarified that as per the Articles of Association of theCompany the Managing Directors and Whole Time Directors are not liable to retire byrotation unless otherwise decided by the Board. Since there are only 3 Non IndependentDirectors out of whom one is Chairman & Managing Director and other two are JointManaging Directors to comply with the provisions of Section 152(6) of the said Act boththe Joint Managing Directors who are otherwise Non Rotational Directors have consented tobe liable to retire by rotation and the Board has decided that Mr. Rajendra P. Patelwould retire by rotation.

I. Evaluation of the Board's Performance: During the financial year under reportexercise of evaluation was carried out through a structured Evaluation process coveringvarious aspects of the Board's functioning such as composition of the Board &Committee(s) experience & competencies performance of specific duties &obligationsGovernance etc.

Separate exercise was carried out to evaluate the performance of each individualDirector including the Board's Chairman who were evaluated on parameters such asattendance contribution at the meetings and otherwise independent judgmentssafeguarding of minority shareholders' interest etc. The evaluation of the IndependentDirectors was carried out by the entire Board excluding Independent Directors and that ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company. This may be considered as astatement under provisions of Section 134(3)(p) of the Companies Act 2013 and Rule 8(4)of the Companies (Accounts) Rules 2014.

The Board of your Company is composed with proper number of Executive and Non ExecutiveDirectors.

II. Remuneration Policy:

The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy has been approved by the Nomination & Remuneration Committee andthe Board. More details on the same have been given in the Corporate Governance Report.

The policy on Remuneration of Directors Key Managerial Personnel and Senior Employeescan be accessed on website of the Company at following web linkhttp://www.icemakeindia.com/pdf/policies/policyon-remuneration-of-directors-key-managerialpersonnel-and-senior-employees.pdf

21. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met 5 times during the financial year ended on March 31 2019.The details of the Board meetings and the attendance of the Directors are provided in theCorporate Governance Report.

22. RELATED PARTY TRANSACTION

All the related party transactions during the period under report were entered onarm's length basis in ordinary course of business and in compliance with the applicableprovisions of the Companies Act 2013 and relevant Regulations of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

There were no materially significant transactions made by the Company with PromotersDirectors or Key Managerial Personnel etc. which may have potential conflict with theinterest of the Company at large.

All the related party transactions are presented to the Audit Committee and the Board.Necessary approval has been obtained from Audit Committee Board of Directors and membersfor the transactions with the related parties. The Policy on Related Party Transactions asapproved by the Board has been uploaded on the Company's website at the following weblink: http://www.icemakeindia.com/pdf/policies/policy-onrelated-party-transaction.pdf

23. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism wherein the employees are free to report illegal or unethical behaviouractual or suspected fraud or violation of the Company's Codes of Conduct or CorporateGovernance Policies or any improper activity to the Chairman of the Audit Committee of theCompany or Chairman of the Board. The Whistle Blower Policy has been duly communicatedwithin the Company.

Under the Whistle Blower Policy the confidentiality of those reporting violation(s) isprotected and they are not subject to any discriminatory practices. No personnel have beendenied access to the Audit Committee in this regard.

The said Vigil Mechanism / Whistle Blower Policy has been uploaded on website of theCompany and can be accessed at following web link:http://www.icemakeindia.com/pdf/policies/whistleblower-policy-and-vigil-mechanism.pdf

24. AUDIT COMMITTEE

The Board has constituted an Audit Committee which comprises of Dr. Hasmukh B. Patel asthe Chairman and Mr. Harshadrai P. Pandya & Mr. Chandrakant P. Patel as members.

Further all the recommendations were accepted by the Board of Directors during theperiod under report. More details on the committee are given in the Corporate GovernanceReport.

25. NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee which comprises ofMs. Darsha R. Kikani as a Chairperson and Mr. Chandrakant P. Patel & Mr. KrishnakantL. Patel as members.

The policy required to be formulated by the Nomination and Remuneration Committeeunder Section 178(3) of the Companies Act 2013 is uploaded on the Company's website atthe web link: http://www.icemakeindia.com/pdf/policies/policy- related partyonremuneration- of-directors-key-managerial-personneland-senior-employees.pdf More detailson the Committee have been given in the Corporate Governance Report.

26. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholder Relationship Committee which comprises of Mr.Harshadrai P. Pandya as the Chairman and Mr. Krishnakant L. Patel Mr. Rajendra P. Patel& Mr. Vipul I. Patel as members. More details on the Committee have been given in theCorporate Governance Report.

27. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013

The Company has in place a Prevention of sexual harassment policy in line with therequirements of the Sexual Harassment of Women at Workplace (PreventionProhibition &Redressal) Act 2013.

Complaints Committee has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. We have not received any sexual harassment complaints during the year endedon March 31 2019.

A policy adopted by the Company for Prevention of Sexual Harassment is available on itswebsite at the following web link:http://www.icemakeindia.com/pdf/policies/policyon-prevention-of-sexual-harassment-of-women-atworkplace.pdf

28. LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company did not grant / make any Loan / Investment and provide Guarantees inrespect of loans availed by others under the provisions of Section 186 of the CompaniesAct 2013 and Rules framed there under during the financial year under report.

29. MANAGERIAL REMUNERATION

Sr. No. Name of the Director & Designation Remuneration for the year 2018-19 % increase over last year Parameters Median of Employees Ratio Commission received from Holding/ Subsidiary
1 Mr. Chandrakant P. Patel Chairman & Managing Director 2700000 NIL NA 294000 11:1 NIL
2 Mr. Rajendra P. Patel Jt. Managing Director 2700000 NIL NA 294000 11:1 NIL
3 Mr. Vipul I. Patel Jt. Managing Director 2700000 NIL NA 294000 11:1 NIL

The Company follows a policy on remuneration of Directors Key Managerial Personnel andSenior Management Employees.

The Company has paid remuneration to the Executive Directors as well as sitting fees tothe Non-Executive Directors during the financial year under report.

More details on the Managerial Remuneration have been given in the Corporate GovernanceReport.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Detailed analysis of the Company's perfomance is made in the Management Discussionand Analysis Reportwhich forms part of this Annual Report.

31. KEY MANAGERIAL PERSONNEL:

% increase in remuneration of KMP:

Sr. No. Name of the Director & KMP Designation Percentage Increase (If any)
1 Mr. Chandrakant P. Patel Chairman & Managing Director NIL
2 Mr. Ankit Patel CFO 8%
3 Mr. Purvesh Pandit* Company Secretary NIL
4 Mr.Mandar Desai# Company Secretary N.A

*Mr. Purvesh Pandit resigned from the post of Company Secretary and Compliance Officerw.e.f. 9thFebruary 2019. #Mr. Mandar Desai appointed as Company Secretary and ComplianceOfficer of the Company w.e.f.2ndMarch 2019.

32. CORPORATE GOVERNANCE

During the financial year under report pursuant to the SEBI (Listing Obligations andDisclosures Requirement) Regulations 2015 the Company has complied with applicableprovision of Corporate Governance and a separate report of Corporate Governance isincluded as a part of Annual Report along with requisite certificate from M/s. Kashyap R.Mehta & Associates Practicing Company Secretaries confirming compliance with theconditions of corporate governance.

33. DISCLAIMER

Though the applicability and adherence of provisions of regulations relating toCorporate Governance under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 being not mandated under the provisions of Regulation 15 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the listed entitywhich has listed its specified securities on the SME Exchange the Board of Directors ofyour Company has still made sufficientefforts to comply with the provisions related toCorporate Governance and to disclose the relevant information in the Directors' ReportCorporate Governance Report and in the entire Annual Report to the extent possible as amatter of prudence and good governance.

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board meetings and Annual General Meetings.

35. CODE OF CONDUCT

The Board has laid down a Code of Conduct ("Code") for the Board MembersManagerial Personnel and for Senior Management Employees of the Company. This Code hasbeen posted on the Company's website at http://www.icemakeindia.com/policies-disclosure.html. All the Board Members and Senior ManagementPersonnel have affirmed compliance with this Code. A declaration signed by the ManagingDirector to this effect forms part of the Corporate Governance Report.

The Board has also laid down a Code of Conduct for the Independent Directors pursuantto the provisions of Section 149(8) and Schedule IV to the Companies Act 2013 via termsand conditions for appointment of Independent Directors which is a guide to theprofessional conduct for Independent Directors and has been uploaded on the website of theCompany at following web link: http://www.icemakeindia.com/policies-disclosure.html

36. RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented a Risk Management Policy for theCompany.

It has identified and assessed internal and external risks with potential impact andlikelihood that may impact the Company in achieving its strategic objectives. There is nosuch risk which in the opinion of the Board which may threaten the existence of theCompany. The Policy lays down the procedures for risk identification descriptionevaluation estimation reporting and development of action plan. The policy includesidentification of elements of risks which mainly covers Strategic Risk Operational RiskFinancial Risk and Hazardous Risks. The same can be accessed from the website of theCompany at following web link:http://www.icemakeindia.com/pdf/policies/policy-onrisk-management.pdf More details on therisk and concern factors have been given in the Management Discussion & AnalysisReport.

37. CORPORATE SOCIAL RESPONSIBILITY

The Company has attracted criteria for Corporate Social Responsibility (CSR) bycrossing net profit beyondRs. 5 crores (in the financial year ended on March 31 2018)pursuant to the provisions of Section 135 of the Companies Act 2013 including Rulesframed there under. The Company has formulated the Corporate Social ResponsibilityCommittee and it comprises of Mr. Rajendra P. Patel as Chairman of the Committee and Mr.Vipul I. Patel & Mr. Krishnakant L. Patel as Members. In compliance with therequirements of section 135 of the Companies Act 2013 the Company has laid down a CSRpolicy. The same can be accessed from website of the Company at the following web link:http://www.icemakeindia.com/pdf/policies/policy-oncorporate-social-responsibility.pdf

The Company has contributed Rs. 14.28 lakhs towards Corporate Social activities. Thecontributions in this regard have been also made directly and also indirectly throughtrust / institutions in fields like Education Animal WelfareHunger Promotion of ColdChain for Farming etc.

The annual report on CSR during the financial year ended on March 31 2019 in theformat prescribed under Rule 8(1) of Companies (Corporate Social Responsibility Policy)Rules 2014 is annexed herewith as Annexure – 7 forming part of this report.

38. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act 2013 withrespect to the Director's Responsibility Statement it is hereby stated a. That in thepreparation of the annual financial statements for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; b. That such accounting policies as mentioned in Notes tothe Financial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for the year ended on that date; c. That proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. That the annual financial statements for theyear ended March 31 2019 have been prepared on a going concern basis; e. That properinternal financial controls were in place and that the financial controls were adequateand were operating effectively; f. That the system to ensure the compliances with theprovisions of all applicable laws was in place and were adequate and operatingeffectively.

39. DISCLOSURE U/S 164(2) OF THE COMPANIES ACT 2013

The Company has received the disclosure in Form DIR-8 from its Directors beingappointed or reappointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.

40. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as to conservation of energy technology absorption and foreignexchange earnings and outgo required to be disclosed in terms of Section 134 of theCompanies Act 2013 & Rule 8 of the Companies (Accounts) Rules 2014 have been givenseparately as Annexure – 1.

41. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in the Form MGT-9 is enclosed herewith as Annexure 2.Thesame is also available on the Company's website at www. icemakeindia.com

42. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The Company has continued to maintain harmonious and cordial relations with itsofficers supervisors and workers enabling the Company to maintain the pace of growth.Training is imparted to employees at all levels and covers both technical and behaviouralaspects. The details of Managerial Remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as "Annexure 3" as a partto this Report. There was no employee drawing an annual salary of Rs. 102 lakhs or morewhere employed for full year or monthly salary of Rs. 8.50 lakhs or more where employedfor part of the year and therefore no information pursuant to the provisions of Rule 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is required to be given.

The details as per Rule 5(1) & (2) of the aforesaid Rule are enclosed herewith as Annexure– 3.

43. CERTIFICATE ON CORPORATE GOVERNANCE

A Certificate from Practicing Company Secretary of the Company regarding compliance ofconditions of Corporate Governance as stipulated under the provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed herewith as Annexure- 5.

44. HUMAN RESOURCE AND INDUSTRIAL RELATIONS

The Company attaches importance to the dignity of employee irrespective of position andhighly values the cultural diversities of employees. The Company is committed tonurturing enhancing and retaining its top talent through superior learning andorganizational development. This is a part of our Corporate HR function and is a criticalpillar to support the organization's growth and its sustainability in the long run.

The number of Employees of the Company are 504 (252 Company Employees and 252 ContractEmployees) . The relationship between average increase in remuneration and Company'sperformance is as per the appropriate performance benchmarks and reflects short and longterm performance objectives appropriate to the working of the Company and its goals.

The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.

45. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.

46. INSURANCE

The movable and immovable properties of the Company including plant and Machinery andstocks where ever necessary and to the extent required have been adequately insuredagainst the risks of fire riot strike malicious damage etc. as per the consistentpolicy of the Company.

47. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

48. GRATUITY

The Company has entered in to an agreement with Life Insurance Corporation of India forcovering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fundhas been created with Life Insurance Corporation of India.

49. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantconsistently applied are set out in the Notes to the Financial Statements.

50. DEMATERIALISATION OF EQUITY SHARES

The entire Shareholding of the Company is in dematmode. The ISIN No. allotted isINE520Y01019.

51. FINANCE

The Company's Income-tax Assessment has been completed up to the Assessment Year2016-17 and Sales tax Assessment is completed up to the Financial Year 2014-2015.

The Company is enjoying Working Capital facilities from Canara Bank and Citibank. Apartfrom working capital facility the Company is having 2 car loans outstanding at thefinancialyear ended on March 31 2019. The Company is generally regular in payment ofinterest and principal.

52. ACKNOWLEDGMENT

Your Directors thanks all the Stakeholders including Investors Customers VendorsBankers Auditors Consultants and Advisors for their continued support during the year.We also place on record our appreciation of the contributions of our employees at all thelevels.

The Management is deeply grateful for the confidence and faith that all thestakeholders have reposed in them. Your Directors look forward for their continued supportin the future for the consistent growth of the Company.

By order of Board
ForIce Make Refrigeration Limited
Mr. Chandrakant P. Patel
Place: Ahmedabad Chairman & Managing Director
Date: July 20 2019 DIN: 02441116

.