Your Directors take pleasure in presenting the 42nd Annual Report togetherwith the Audited Financial Statements of your Company for the financial year ended March31 2021.
The summarized financial performance of your Company for the financial year ended March31 2021 is as under:
|Particulars || |
| ||March 31 2021 ||March 31 2020 |
|Revenue from Operations ||49394.18 ||50192.81 |
|Other Income ||37.93 ||14.08 |
|Total Revenue ||49432.11 ||50206.89 |
|Earning Before Interest Depreciation and Taxes (EBIDTA) ||1548.28 ||1196.52 |
|Depreciation and Amortization Expenses ||571.57 ||569.33 |
|Finance Costs ||427.76 ||495.26 |
|Pro_t Before Tax ||548.95 ||131.93 |
|Total Tax Expense ||186.29 ||31.11 |
|Pro_t After Tax ||362.66 ||100.82 |
|Other Comprehensive Income ||2.28 ||3.54 |
|Total Comprehensive Income ||364.94 ||104.36 |
(Note: a) The Company had prepared its financial statements in accordance withIndian Accounting Standards (Ind AS') as prescribed under Section 133 of CompaniesAct 2013 read with relevant rules thereunder and other accounting principles generallyaccepted in India. b) The factory unit of the Company at Raturia Angadpur Durgapur-713215 was not in operation from 24th March 2020 to 8th May 2020 dueto lockdown announced by The Ministry of Home Affairs Government of India on account ofpandemic COVID-19. Thus the operational figures for the FY 2019-20 and FY 2020-21 are notcomparable.)
Iron & Steel is indispensable for nation building and has a direct linkage withnation's health and growth. FY 2020-21 continued to be a very challenging year for globaleconomy and in particular for iron and steel industry in India in light of emergence ofpandemic COVID-19. There is a marginal increase in prices of finished goods as compared tolast year and thus revenue from operations proportionately increased if compared inannual terms. The Company had achieved EBIDTA of ` 1548.28 Lakhs during the period underreview as compared to ` 1196.52 Lakhs. Profit before Tax drastically increased by 416.09% to ` 548.95 Lakhs of current year as compared to ` 131.93 Lakhs of last year. Profitafter Tax drastically increased by 359.71 % to ` 362.66 Lakhs of current year as comparedto ` 100.82 Lakhs of last year and total comprehensive income drastically increased by349.69 % to ` 364.94 Lakhs of current year as compared to
` 104.36 Lakhs of last year.
STATE OF THE COMPANY'S AFFAIRS:
The FY 2020-21 has been overall a challenging year for the Company in light ofemergence of pandemic COVID-19. The turnover of the Company had marginally increased ascompared to last year if compared in annual terms as there was lock down of 38 days duringthe FY 2020-21 and your Company had achieved the good result by taking appropriatedecision by the management of the Company keeping in mind the prevailing market trends.The overall state of affairs of the Company keeping in mind the present global scenariounder pandemic COVID 19 and present health of iron and steel industry is satisfactory.
The outbreak of Coronavirus (COVID-19) pandemic globally and in India causingsignificant disturbances and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite period of time.The Company's management has made assessment of likely adverse impact on business andfinancial risks and believes that the impact is likely to be short term in nature. Themanagement does not see any medium to long term risks in the Company's ability to continueas going concern and meeting its liabilities as and when they fall due. Due to the natureof pandemic the Company will continue to monitor developments to identify significantuncertainties relating to revenue in future periods. In assessing the recoverability ofCompany's assets such as Loans Trade Receivables Inventories etc. the Company hadconsidered internal and external information up to the date of approval of these financialresults. The Company has performed sensitivity analysis on the assumptions used on thebasis of internal and external information / indicators of future economic conditions andexpects to recover the carrying amount of the assets.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION:
The name of the Company has changed from Adhunik Industries Limited' to IncredibleIndustries Limited' by way of Special Resolution passed by the shareholders throughPostal Ballot on April 1 2021 and a fresh certificate of incorporation was issued by theoffice of the Registrar of Companies West Bengal Ministry of Corporate Affairs Govt ofIndia on May 6 2021. However there is no effect of the same on the financial position ofyour Company. Apart from the above there is no such material change and commitmentaffecting the financial position of your Company which have occurred between the end ofthe financial year of your company to which the financial statements relate and the dateof the report.
CHANGE(S) IN THE NATURE OF BUSINESS IF ANY:
Your company is engaged in the activity of manufacturing of steel related rolledproducts such as TMT Wire rods H. B. Wire etc. and providing of related services.Further the Company is also involved in generation of electricity through Wind Power.There is no change in the nature of business during the period under review.
INDUSTRY SCENARIO AND OUTLOOK:
Steel is one of the world's most innovative and essential materials. Steel isinfinitely recyclable and exceptionally strong and offers an array of sustainablebenefits. Since it produced in every region of the world steel generates jobs andeconomic growth. The growth in the Indian steel sector has been driven by domesticavailability of raw materials such as iron ore and cost-effective labour. Consequentlythe steel sector has been a major contributor to India's manufacturing output.
The Indian steel industry is modern with state-of-the-art steel mills. It has alwaysstrived for continuous modernization of older plants and up-gradation to higher energyefficiency levels. Indian steel industry is classified into three categories - majorproducers main producers and secondary producers.
India's finished steel consumption grew at a CAGR of 5.2% during FY16-FY20 to reach 100MT. India's crude steel and finished steel production increased to 108.5 MT and 101.03 MTin FY20 respectively. Between April 2020 and February 2021 India's cumulativeproduction of crude steel was 93.01 MT and for the period April 2020 and January 2021India's cumulative production of finished steel was 76.04 MT .Export and import offinished steel stood at 8.24 MT and 6.69 MT respectively in FY20. Export and import offinished steel stood at 9.49 MT and 4.25 MT respectively between April 2020 andFebruary 2021.
The COVID-19 has disrupted operations globally is well-known. Moreover the new normalthat will emerge is likely to witness a realignment of power centres in different domains.The coronavirus crisis has impacted almost all the infrastructure sector which includesthe steel sector. However this is also true that India has enormous scope and untappedpotential to increase steel consumption in almost all sectors especially in automobilesengineering industries and infrastructure development. India's GDP growth is likely tomove higher in the coming years due to compulsive focus by policy makers for developmentof infrastructures & other sectors.
Your company is one of the major key players among the various players in the rollingmill industry in the Durgapur region of West Bengal. It operates with a vision to becomeindustry leader in zone which inspires its stakeholders and a well-defined business planwith planned strategy give hope to achieve its vision.
DIVIDEND AND RESERVES:
In view of meeting capital requirements of the Company through ploughing back of profitin the business the Directors of your Company are intend to retain the surplus profits inthe business itself. Therefore no dividend is being recommended.
During the period under review no amount was transferred to General Reserve.
During the financial year under review there is no change in the capital structure ofthe Company and accordingly the issued subscribed and paid up share capital of yourCompany stood at ` 467637500/- (Rupees Forty Six Crores Seventy Six Lakhs Thirty SevenThousand Five Hundred Only) comprising of 46763750 (Four Crores Sixty Seven Lakhs SixtyThree Thousand and Seven Hundred and Fifty) number of Equity shares of `10/- each fullypaid up as on March 31 2021. The Company had not issued any equity shares withdifferential rights as to dividend voting or otherwise. Further there are no shareslying in the suspense account during the period under review.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES INDUSTRIAL RELATIONS:
During the financial year under review industrial relations remained cordial.Employees' competencies and skills were enhanced by exposing them to several internal andexternal training programmes. Various measures were taken to improve motivation level ofemployees. Additional efforts are continued to be implemented with a view to obtaincommitment and loyalty towards the organization.
The Company's credit rating ascribed by rating agency is given below:
|Rating Agency ||Instrument ||Rating ||Outlook |
|India Ratings & Research Pvt. Ltd ||Fund Based Limits ||IND BBB- ||Stable |
| ||Non-Fund Based Limits ||IND A3 || |
There is no change in external credit rating of the Company during the period underreview.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as required under the provisions of sub-section (3)(m) of Section 134 ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014details relating to Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo are given in the Annexure-A which is annexed hereto and formspart of Board's Report.
DETAILS OF BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.
During the year 6 (six) Board meetings were held details of which are given below.The maximum time gap between any two consecutive meetings did not exceed the prescribedtime limits.
|Date of the meeting ||No. of Directors attended the meeting |
|June 26 2020 ||6 (Six) |
|August 25 2020 ||6 (Six) |
|November 9 2020 ||5 (Five) |
|February 8 2021 ||6 (Six) |
|February 17 2021 ||6 (Six) |
|March 24 2021 ||7 (Seven) |
COMMITTEES OF BOARD:
There are currently five Committees of the Board as per Companies Act 2013 and thesame are as follows: Audit Committee Nomination and Remuneration Committee CorporateSocial Responsibility Committee Stakeholders Relationship Committee Managementand Finance Committee The details of composition of the Committees of Board of Directorsare as under:-a. Audit Committee
During the period under review the Audit Committee had met four times i.e. on June 262020 August 25 2020 November 9 2020 and February 8 2021. The details of compositionof the Audit Committee are as under:-
|Sl. No. Name ||Chairman/ Members |
|1. Shri Asit Baran Dasgupta ||Chairman |
|2. Shri Rama Shankar Gupta ||Member |
|3. Smt. Sonam Agarwal ||Member |
|4. Smt. Shilpi Modi ||Member |
All the recommendations made by the Committee are duly accepted and approved by theBoard of Directors.
Vigil Mechanism / Whistle Blower Policy
In compliance with provisions of Section 177(9) and (10) of the Companies Act 2013read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct orethics policy if any. The Company has also provided adequate safeguards againstvictimization of employees and Directors who express their concerns. The Company has alsoprovided direct access to the chairman of the Audit Committee on reporting issuesconcerning the interests of co-employees and the Company. During the year under review nopersonnel had been denied access to the Audit Committee. The Vigil Mechanism/ WhistleBlower Policy have been uploaded on the website of the Company atwww.incredibleindustries.co.in and may be accessed at the following web-link:https://www.incredibleindustries.co.in/download/21592457662.pdf.
b. Nomination & Remuneration Committee
During the year under review the Board of Directors of your Company reconstituted theNomination and Remuneration Committee with effect from March 25 2021 in accordance withthe provision of Section 178 of the Companies Act 2013 read with Companies (Meetings ofBoard and its Powers) Rules 2014 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended.
The Committee had met two times i.e. on August 25 2020 and March 24 2021. The detailsof composition of the Nomination & Remuneration Committee are as under:-
|S. No. Name ||Chairman / Member |
|1 Smt. Sonam Agarwal ||Chairman |
|2 Smt. Shilpi Modi ||Member |
|3 Shri Sanjay Kaloya * ||Member |
|4 Shri Trilok Sharma # ||Ex-Member |
* appointed w.e.f. 25.03.2021
# ceased from the close of business hours on 24.03.2021
c. Corporate Social Responsibility Committee
The CSR philosophy of your Company is embedded in its commitment to all stakeholdersconsumers employees environment and society while your Company's approach extends bothto External community as well as to your Company's large and diverse internal employeebase & their families. The Committee had approved the CSR policy and the Budget. TheCSR policy is uploaded on Company's website at www.incredibleindustries.co.in and may beaccessed at the following web-link:https://www.incredibleindustries.co.in/download/21627896036.pdf. Further the Report onCSR Activities/ Initiatives is enclosed as Annexure - B.
The Corporate Social Responsibility Committee of the Company was reconstituted witheffect from March 25 2021 during the period under review. During the financial year2020-21 the Committee had met once i.e. on June 26 2020. The composition of the CSRCommittee formed in accordance with the provisions of Section 135 of the Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 is asunder:
|Sl. No. Name ||Chairman/ Members |
|1. Shri Sanjay Kaloya * ||Chairman |
|2. Shri Rama Shankar Gupta ||Member |
|3. Smt. Shilpi Modi ||Member |
|4. Shri Trilok Sharma @ ||Ex-Chairman |
* Appointed w.e.f. 25.03.2021
@ ceased from the close of business hours on 24.03.2021 d. Stakeholders RelationshipCommittee:
The Stakeholders Relationship Committee of the Company was reconstituted with effectfrom March 25 2021 during the period under review. The Committee had met once during thefinancial year 2020-21 on February 8 2021. The details of composition of the StakeholdersRelationship Committee are as under:-
|Sl. No. Name ||Chairman/ Members |
|1. Shri Sanjay Kaloya * ||Chairman |
|2. Shri Rama Shankar Gupta ||Member |
|3. Smt. Sonam Agarwal ||Member |
|4. Shri Trilok Sharma @ ||Ex-Chairman |
* appointed w.e.f. 25.03.2021
@ ceased from the close of business hours on 24.03.2021
e. Management and Finance Committee:
The Management and Finance Committee of the Company was reconstituted with effect fromMarch 25 2021. No meeting of the Management and Finance Committee took place during theperiod under review. The details of composition of the Management and Finance Committeeare as under:-
|Sl. No. Name ||Chairman/ Members |
|1. Shri Rama Shankar Gupta ||Chairman |
|2. Shri Sanjay Kaloya * ||Member |
|3. Shri Niket Agarwal ||Member |
|4. Shri Trilok Sharma @ ||Ex-Member |
* appointed w.e.f. 25.03.2021
@ ceased from the close of business hours on 24.03.2021
BUSINESS RESPONSIBILITY REPORT:
In terms of Regulation 34(2)(f ) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 top 1000 listed entities based on market capitalization(calculated as on March 31 of every financial year) is required to include BusinessResponsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective in the format specified by SEBI witheffect from December 26 2019 and other than top 1000 listed entities may include thereport on voluntary basis. The Company falls under other than top 1000 listed entities andthe preparation of the report is not mandatory.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 and based on the information provided by the Management the Board ofDirectors report that:
(i) In the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;
(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent except as otherwisestated in the Notes to Financial Statements so as to give a true and fair view of thestate of affairs of the Company as at March 31 2021 and of the profit of the Company forthe year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts for the financial year ended March31 2021 on a going concern' basis;
(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Our definition of Independence' of Directors is derived from Regulation 16(1)(b)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section149(6) of the Companies Act 2013. Based on the confirmation / disclosures received fromthe Directors and on evaluation of the relationships disclosed the followingNon-Executive Directors are Independent in terms of the above said provisions :
a) Shri Asit Baran Dasgupta (DIN: 02476594)
b) Smt. Sonam Agarwal (DIN: 08054202)
c) Smt. Shilpi Modi (DIN: 02706881) The Company had not appointed any new IndependentDirector during the period under review.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(7) of the Companies Act 2013 as well as Regulation 16 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
Shri Niket Agarwal (DIN: 07233888) was appointed as Director (Non-Executive) of theCompany with effect from September 29 2020. Again Shri Trilok Sharma (DIN: 08432440)Chairman & Director (Non-Executive) was resigned from the Board of Directors of theCompany from the close of business hours on March 24 2021. On the same day i.e. on March24 2021 Mr. Sanjay Kaloya (DIN: 07970640) was appointed as an Additional Non- Executive(Non Independent) Director of the Company. Furthermore due to resignation of Shri TrilokSharma from the post of Chairmanship and Directorship of the Company from the close ofbusiness hours on March 24 2021 the Board had decided to re-designate Shri Rama ShankarGupta who was earlier appointed as Managing Director as Chairman and Managing Director(CMD) of the Company with effect from March 25 2021.
As on March 31 2021 the Board comprises of six Directors namely Shri Rama ShankarGupta (DIN: 07843716) Chairman and Managing Director (Executive) Shri Sanjay Kaloya(DIN: 07970640) Additional Director (Non-Executive) Mr. Niket Agarwal (DIN: 07233888)Director (Non-Executive) Shri Asit Baran Dasgupta (DIN: 02476594) Non-ExecutiveIndependent Director Smt. Sonam Agarwal (DIN: 08054202) Non-Executive Independent WomanDirector and Smt. Shilpi Modi (DIN: 02706881) Non-Executive Independent Woman Director ofthe Company.
In accordance with the provisions of Section 152 of the Act the Rules prescribedthereunder and your Company's Articles of Association Shri Niket Agarwal (DIN: 07233888)retires by rotation at the ensuing Annual General Meeting being eligible offers himselffor re-appointment. The Board of Directors recommends the re-appointment of Shri NiketAgarwal (DIN: 07233888) at the ensuing 42nd Annual General Meeting.
KEY MANAGERIAL PERSONNEL (KMPs):
Shri Rama Shankar Gupta (DIN: 07843716) Chairman and Managing Director Shri Ajay KumarBhuwania Chief Financial Officer and Shri Bharat Agarwal Company Secretary are theWhole-time Key Managerial Personnel (KMPs) of the Company as on Financial Year endingMarch 31 2021.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
Pursuant to provisions of Section 178(3) of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company based on the recommendation of the Nomination and RemunerationCommittee has formulated a Remuneration Policy. The Company's Remuneration Policy isavailable on the web link https://www.incredibleindustries.co.in/download/21592457707.pdf.
The Remuneration Policy of the Company inter alia includes the aims and objectivesprinciples of remuneration guidelines for remuneration to Executive Directors andNon-Executive Directors fixed and variable components in the remuneration packagecriteria for identification of the Board Members and appointment of senior management. Thecriteria for identification of the Board Members including that for determiningqualification positive attributes independence etc. are summarily given hereunder:
The Board member shall possess appropriate skills qualification characteristics andexperience. The objective is to have a Board with diverse background and experience inbusiness government academics technology human resources social responsibilitiesfinance law etc. and in such other areas as may be considered relevant or desirable toconduct the Company's business in appropriate manner.
Independent Director shall be person of integrity and expertise and experience and/orsomeone who the
Committee/Board believes could contribute to the growth/philosophy/strategy of theCompany.
In evaluating the suitability of individual Board Members the Committee takes intoaccount many factors including general understanding of the Company's business dynamicsglobal business social perspective educational and professional background and personalachievement.
Director should possess high level of personal and professional ethics integrity andvalues. He / She should be able to balance the legitimate interest and concern of all theCompany's stakeholder in arriving at decisions rather than advancing the interest of aparticular constituency.
Director must be willing to devote sufficient time and energy in carrying out theirduties and responsibilities effectively. He/She must have the aptitude to criticallyevaluate management's working as a part of a team in an environment of collegiality andtrust.
The Committee evaluates each individual with the objective of having a group that bestenables the success of the
Company's business and achieves its objectives.
PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS:
During the year your company has duly complied with the provision of Section 186 ofthe Companies Act 2013. The particulars of loans given investments made guaranteesgiven under the provisions of Section 186 read with Rule 11 of the Companies (Meetings ofBoard and its Powers) Rules 2014 are provided in the notes to the Financial Statements.
DETAILS RELATING TO MATERIAL VARIATIONS:
Disclosures regarding material variations as specified in Regulation 32(1) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not required to befurnished as no such events took place during the year.
Risk management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has a well-defined process to ensure risks are identified andsteps to treat them are put in place at the right level in the management.
In terms of the requirements of the Companies Act 2013 and Regulation 17(9) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasdeveloped and implemented the Risk Management Policy. The Company has taken adequatemeasures to mitigate various risk encountered. There are no risks which in the opinion ofthe Board threaten the existence of the Company. However some of the risks which may posechallenges are set out in the Management Discussion and Analysis Report which forms a partof this report.
Company's industrial relations continued to be harmonious during the period underreview. The human resource philosophy and strategy of your Company have been designed toattract and retain the best talent creating a workplace environment that keeps employeesengaged motivated and encourages innovation. Your Company has qualified and talentedhuman resources at all levels of operation. It has put concerted efforts for continuouslearning and training to ensure that strong and credible leadership is developed.
SAFETY HEALTH AND ENVIRONMENT:
The manufacture of steel involves steps that are potentially hazardous if not executedwith due care. The Company maintains the highest safety standards within its operatingunits and is an ISO certified (ISO 9001:2015 14001:2015 & 45001:2018) organization.Further there is a team of professionals who conducts regular training programs toimplement the concept of maintain safe operations among the employees and to educate theteam on safety norms and procedures to be followed in an unfortunate situation. A processwas put in place to manage risks related to COVID-19 by day to day health monitoring ofall employees and sanitizing the workplace. Social distancing measures is also strictlyadhered in terms guidelines issued by the Government.
Our mission is to protect and enhance the well-being of our employees visitors andpartners. Safe working is non-negotiable.
CORPORATE SOCIAL RESPONSIBILITY:
In lines with the provisions of Section 135 of the Companies Act 2013 the Company hasframed its Corporate Social Responsibility (CSR) Policy for the development and benefit ofthe weaker section of the society and the same is approved by the CSR Committee and theBoard of Directors of the Company. The CSR Policy of the Company provides a road map forits CSR activities. The purpose of CSR Policy is to devise an appropriate strategy andfocus on its CSR initiatives and lay down the broad principles on the basis of which theCompany will fulfill its CSR objectives. As per the said policy the Company follows thestrategy of discharging its CSR responsibilities related to social service through varioustrusts/societies in addition to its own initiatives and donations made to othernon-government organizations. The CSR Policy has been uploaded on the Company's website atwww.incredibleindustries.co.in and may be accessed at the linkhttps://www.incredibleindustries.co.in/download/21627896036.pdf. Pursuant to therequirements under Section 135 of the Companies Act 2013 and Rules made thereunder areport on CSR activities and initiatives taken during the year in the prescribed format isgiven in Annexure-B which is annexed hereto and forms part of the Board's Report.
The Company has been playing a pro-active role in the socio economic growth and hascontributed to all spheres ranging from health education hygiene and empowerment ofwomen environment conservation etc. The Company becomes the part of some of the socialprograms in India touching the lives of hundreds of people positively by supporting suchprograms. During the Year 2020-21 Company CSR activities are deployed through NGO'snamely M/s. Friends of Tribal Society to promote education among children belonging toweaker section of the society. The Company had also donated to PM CARES Fund'keeping in mind the emergency requirement of the Country due to threat of COVID-19.
PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and the prescribed particulars ofremuneration of employees pursuant to Section 134(3)(q) and Section 197(12) read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) AmendmentRules 2016 are given in Annexure - C to the Board's Report and forms part of thisreport.
RISK AND CONCERN:
Risk management is the continuing process to identify analysis evaluate and treatloss exposures to monitor risk control and financial resources to mitigate the adverseeffects of loss. In today's complex business environment effective risk management iscritical to success of any business. The Company has a risk management team whichperiodically evaluating the risks associated with the business and taking necessaryinitiatives to minimize its impact. This also helps the Company in taking businessdecisions with balanced risks and rewards comparison. The risk management frameworkensures compliance with the requirements of relevant Regulations under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
FAMILIARIZATIONS PROGRAMME FOR IDs':
In terms of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has in place a system of conducting the FamiliarizationProgramme for Independent Director to familiarize them with their roles rightsresponsibilities in the company nature of the industry in which the company operatesbusiness model of the company etc. through various initiatives. The said policy isuploaded on the Company's website at www.incredibleindustries.co.in and may be accessed atthe link https://www.incredibleindustries.co.in/ download/21603957756.pdf During the FY2020-21 the Company had conducted two familiarization programme for Independent Directorsof the Company as under-a) Recent amendments in Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 on August 25 2020. b) Recentamendments on Corporate Social Responsibility and Remuneration of Directors underCompanies Act 2013 on March 24 2021.
PREVENTION OF INSIDER TRADING:
In terms of Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations 2015as amended from time to time (the "Regulations") the Board of Directors hadframed the "Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information" and in terms of Regulation 9(1) of SEBI (Prohibitionof Insider Trading)
Regulations 2015 as amended from time to time (the "Regulations") a new"Code of Conduct to Regulate Monitor and Report Trading by Designated Persons andImmediate Relatives of Designated Persons" is hereby framed. All Board ofDirectors and the designated employees have confirmed compliance with the applicable Codeduring the financial year.
Both code is available on the website www.incredibleindustries.co.in of the Company andmay be accessed at the linkhttps://www.incredibleindustries.co.in/download/21605938490.pdf andhttps://www.incredibleindustries.co.in/ download/21574427419.pdf
The Board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to sub-section 3(p) of Section 134 ofthe Companies Act 2013 and the corporate governance requirements as prescribed bySecurities and Exchange Board of India ("SEBI") under Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The criteria for evaluation of Directors inter alia includesfactors such as engagement strategic planning and vision team spirit and consensusbuilding effective leadership domain knowledge management qualities team workabilities achievements understanding and awareness integrity ethics value andopenness.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspects ofhis role.
In a separate meeting of Independent Directors held on February 8 2021 performance ofnon-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The matter was also discussed in the board meeting held onFebruary 8 2021 at which the performance of the Board its committees and individualdirectors was discussed. The performance of Independent Directors has been evaluated basedon the guidelines as provided under Schedule IV of the Companies Act 2013. The evaluationof the Independent Directors was carried out by the entire Board except by the Directorbeing evaluated. The directors were satisfied with the evaluation results which reflectedthe overall engagement of the Board and its Committees with the Company.
SUBSIDIARY JOINT VENTURES AND ASSOCIATES COMPANIES:
The Company does not have any subsidiaries joint ventures and associate companies. Sothe required disclosure is not applicable to the Company.
During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:
The Company had not received any significant and material orders passed by RegulatorsCourts and Tribunals during the period under review.
INTERNAL CONTROL AND AUDIT:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Auditor reports to the Chairman of the Audit Committee of the Board & to theChairman & Managing Director.
The CEO and CFO certification provided in the Annual Report discusses the adequacy ofthe Company's Internal Control System and Audit.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
AUDITORS AND AUDITOR'S REPORT: STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of office of M/s. Sudhir Kumar Jain & Associates CharteredAccountants having (Firm Registration No. 318016E) allotted by The Institute of CharteredAccountants of India (ICAI) will conclude from the conclusion of the ensuing AnnualGeneral Meeting (AGM) of the Company. The Board of Directors places on record itsappreciation to the services rendered by M/s. Sudhir Kumar Jain & AssociatesChartered Accountants Statutory Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark. Further the Statutory Auditorshave not reported any incident of fraud u/s 143(12) of the Companies Act 2013 during theyear under review.
In terms of the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 maintenanceof cost records has been specified by the Central Government for your Company and suchrecords are made and maintained by your Company as per the requirements of the Act.Further your Company has appointed M/s. Dipak Lal & Associates Cost Accountants (aCost Audit Firm) as Cost Auditor of the Company for the Financial year 2021-22 to carryout audit of cost records of the Company who was also the Cost Auditor for the Financialyear 2020-21. The remuneration proposed to be paid to them in Financial Year 2021-22requires ratification by the shareholders of the Company. In view of this yourratification for payment of remuneration to Cost Auditors is being sought at the ensuingAnnual General Meeting. The report issued by the cost auditor for the Financial Year2020-21 is self-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 the Boardhas appointed M/s. M R & Associates Company Secretaries to conduct Secretarial Auditfor the financial year 2020-21. The Secretarial Audit Report for the financial year endedMarch 31 2021 is annexed herewith marked as Annexure- D to this Report. The reportis self-explanatory and do not call for any further comments.
The Board has also appointed M/s. M R & Associates as Secretarial Auditor toconduct Secretarial Audit of the Company for the Financial Year 2021-22.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
According to the provisions of Section 188 read with Section 2(76) of the CompaniesAct 2013 all transactions entered with Related Parties during the financial year 2020-21were on arm's length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee for approval. Prior omnibus approval(if any) of Audit Committee is obtained for the transactions which are of a foreseen andrepetitive nature. The transactions entered into pursuant to omnibus approval so grantedalong with a statement giving details of all related party transactions is placed beforethe Audit Committee.
The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.incredibleindustries.co.in and may be accessed at the linkhttps://www.incredibleindustries.co.in/ download/21558518217.pdf .
Your Directors draw attention of the members to Note 32 to the financial statementwhich sets out related party disclosures.
Moreover during the year under review the Company has entered into materiallysignificant related party transactions and the relevant disclosure of information pursuantto Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules2014 has been shown in AOC-2 annexed herewith marked as Annexure- E to thisreport.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review no amount had been transferred to Investor Education andProtection Fund (IEPF) as no amount was due and payable.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013:
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company. Your Company always endeavors to create andprovide an environment that is free from discrimination and harassment including sexualharassment.
In accordance with "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" and in order to provide for the effectiveenforcement of the basic human right of gender equality and guarantee against sexualharassment and abuse more particularly against sexual harassment at work places yourCompany has constituted an Internal Complaint Committee and adopted a policy on Preventionof Sexual Harassment at Workplace. The policy aims to provide the effective enforcement ofbasic human right of gender equality and guarantee against sexual harassment and abuse.Your Company hereby declare that it has complied with provisions relating to theconstitution of Internal Complaints Committee of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. During the year there was no complaint lodged withthe Internal Complaint Committee formed under "The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013".
In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at https://www. incredibleindustries.co.in/download/21627027660.pdf .
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.
Your Directors are pleased to report that your Company strives to ensure that bestcorporate governance practices are identified adopted and consistently followed. YourCompany believes that good governance is the basis for sustainable growth of the businessand for enhancement of stakeholder's value.
Pursuant to Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section titled Report on Corporate Governance' hasbeen included in this Annual Report along with the certificate obtained from M/s. MR &Associates Practicing Company Secretaries Firm certifying compliance with the conditionsof corporate governance as stipulated under relevant Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and annexed with the report onCorporate Governance.
COMPLIANCE OF SECRETARIAL STANDARDS:
The Company complies with all applicable secretarial standards as issued and notifiedby Institute of Company Secretaries of India.
FORWARD LOOKING AND CAUTIONARY STATEMENTS:
Certain statement in this Report concerning to our growth prospects particularly thosewhich relate to Management Discussion & Analysis Report describing the Company'sobjectives projections estimates expectations or predictions may be forwardlooking statements' within the meaning of applicable laws and regulations. Actual resultscould however differ materially from those expressed or implied. The risk anduncertainties relating to these statements include but are not limited to importantfactors that could make a difference to the Company's operations such as global anddomestic demand-supply conditions finished goods prices raw materials and fuels cost andavailability transportation costs changes in Government regulations and tax structureeconomic developments within India and other factors such as litigation and industrialrelations. The Company does not undertake to update any forward looking statements thatmay be made from time to time by or on behalf of the Company.
Your Directors place on record their sincere appreciation for significant contributionmade by employees of the Company at each level through their dedication hard work andcommitment. The Board places on record its appreciation for the continued co-operation andsupport extended to the Company by various Banks Financial Institutions Stock ExchangesNSDL and CDSL Vendors Customers Consultants Central and State Government bodiesDealers and other Business Associates. The Board deeply acknowledges the trust andconfidence placed by the consumers of the Company and above all the shareholders.
|For and on behalf of the Board || |
|Sd/- ||Sd/- |
|Rama Shankar Gupta ||Sanjay Kaloya |
|Chairman and Managing Director || |
Additional Director Sd/-
|(DIN: 07843716) ||(DIN: 07970640) |
14 Netaji Subhas Road
2nd Floor Kolkata 700 001