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Indag Rubber Ltd.

BSE: 509162 Sector: Others
NSE: N.A. ISIN Code: INE802D01023
BSE 14:31 | 30 Nov 77.65 0.45
(0.58%)
OPEN

78.70

HIGH

79.00

LOW

76.90

NSE 05:30 | 01 Jan Indag Rubber Ltd
OPEN 78.70
PREVIOUS CLOSE 77.20
VOLUME 15730
52-Week high 117.30
52-Week low 71.20
P/E 17.69
Mkt Cap.(Rs cr) 204
Buy Price 77.65
Buy Qty 5.00
Sell Price 77.75
Sell Qty 18.00
OPEN 78.70
CLOSE 77.20
VOLUME 15730
52-Week high 117.30
52-Week low 71.20
P/E 17.69
Mkt Cap.(Rs cr) 204
Buy Price 77.65
Buy Qty 5.00
Sell Price 77.75
Sell Qty 18.00

Indag Rubber Ltd. (INDAGRUBBER) - Director Report

Company director report

To

The Members

The Board of Directors are pleased to present the Annual Report of theCompany together with the audited standalone and consolidated Financial Statements for theyear ended March 31 2021.

FINANCIAL RESULTS AND STATE OF THE COMPANY'S AFFIARS

Particulars STANDALONE CONSOLIDATED
2020-21 2019-20 2020-21 2019-20
(Rs. In lakh) (Rs. In lakh) (Rs. In lakh) (Rs. In lakh)
Sales and other Income 17388.25 19135.00 17388.38 192 35.25
Profit before Finance Cost & Depreciati on 2031.74 2070.97 2048.12 2125.21
Finance Cost 26.58 25.00 26.58 25.00
Profit before Depreciation 2005.16 2.0S5.97 2021.54 2100.21
Depreciation 328.55 374.32 328.55 374.32
Exceptional Items 1324.02 - 1324.02 -
Profit after exceptional and before tax (including discontinued operations) 352.59 1671.65 368.97 1725.89
Profit after tax (before minority) 276.06 1328.10 281.52 1372.05
Profit after tax (after minority) 276.06 13258.10 253.62 1345.42
Transfer to General Reserve - - - -
Interim Dividend 236.25 630.00 -
Final Dividend 393.75

-

PERFORMANCE REVIEW

During the year under review your Company had net revenue of Rs.173.88crores as against Rs. 191.35 crores in the previous year. The Profit before finance costand depreciation amounted to Rs. 20.32 crores as against Rs. 20.71 crores in the previousyear.

During the year under review the Cempany opted for the HimachalPradesh (Legacy Cases Resolution) Scheme 2019 on January 212021 for settlement of EntryTax matter of earlier years which was pending before the Hon'ble High Court of HimachalPradesh. The Company has settled the case and an amount of Rs. 1324.02 Lakhs (includingsettlement fee of Rs. 79.34 Lakhs) has been charged as expense and the same has beentreated as Exceptional Itemdue to which Profit before tax during the year worked out toRs. 3.53 crores as compared to Rs. 16.72 crores in the previous year.

The financial results and the results of operations including majordevelopments have been further discussed in various sections of this report.

Operations of the Cempany were impacted severely by COVID-1ndisruptions. Various State Transport Undertaking (STU) could not resume their fulloperations which impacted our business.

INTERNAL FINANCIAL CONTROLS

The Company has policies and procedures in place for ensuring orderlyand efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information. The details of internal control system are given in the ManagementDiscussion and analysis Report (MDAR) .

DIVIDEND

During the year the Board of Directors fad declared Interim Dividendof Rs. 0.90/- per equity share of face value of Rs. 2/- each (45%) on November 10 2020which has been paid on December 05 2020.

The Board of Directors are pleased to recommend a Final Dividendof Rs. 1.50/- per Equity Share of face value of Rs. 2/- each (75%) for theFinancial Year 2020-2021 thus mailing a total Dividend of Rs. 2.40/- perEquity Share of Rs. 2/- each (120%j.

Accordingly subject to the approval of the Shareholders at the ensuingAnnual General Meeting the Final Dividend will be paid to those Members whose nameappears on the Register of Members of the Company as on close of business hours ofSeptember 30 2021 if shares are held in physical form; in respect of shares held indematerialized form it will be paid to those members whose names are furnished by NSDL andCDSL as beneficial owners as on September 23 2021.

INVESTOR EDUCATION AND PROTECTION FUND

Final Dividend which was declared by the company for the year endedMarch 31 2014 at the Annual General Meeting held on July 25 2014 and remained unclaimedwill be transferred to the Investor Education and Protection Fund Authority (IEPF) of theCentral Government within 30 days of August 31 2021 pursuant to the provisions ofCompanies Act 2013. Thereafter no claim shall lie on final dividend for the year endedMarch 2014 from the shareholders. Notice for unpaid dividend if attached with this annualroport.

Details of unclaimed dividend and equity shares in respect of whichdividend remained unpaid for a period of 7 consecutive years were transferred to InvestorEducation and Protection Fund Authority during the year are as under-

Year Type Amount transferred to IEPF (in Rs.) Date on which dividend transferred to IEPF Number of shares transferred to IEPF Date on which shares transferred to IEPF
2012-13 Final 461494.00 11.09.2020 7255 22.09.2020
2013-14 Interim 307394.50 18.12.2020 9275 30.12.2020

Details of resultant benefit during the year i.e. Dividend arising outof the shares already transferred to IEPF are as under-

Year Total number of Shares lying in IEPF on the date of declaration of Dividend Dividend directly transferred to IEPF (in Rs.)
2020-21 (Interim) 252461 224777.90

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for thefinancial year ended March 312021.

MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made affecting thefinancial position of the company between the end of the financial year of the companyand the date of this report.

There is no order passed by any regulator or court or tribunal againstthe company impacting the going concern concept or future operations of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ranjitha Parameswar (DIN: 01879913) completed his secondconsecutive terra as Independent Director on March 312021 and ceased to be the member ofthe Board and Committees there of

Mr. Kewal Krishan Kapur (DIN: 00745117) completes his term as WholeTime Director designated as Chief Executive Officer on May 31 2021 and ceases to be themember of the Board and Committees thereof. The Board of Directors appreciated theefforts and expertise of Mr. K.K. Kapur and placed on record the contribution made by himduring his tenure with the Company.

Mr. Vijay Shrinivas (DIN: 08337007) was appointed as AdditionalDirector and Whole Time Director (Key Managerial Personnel designated as ChiefExecutive Officer) by the Board of Directors of the Company upon recommendation of theNomination & Remuneration Committee with effect from June 012021. The appointment ofMr. Shrinivas is subject to the approval of the members in thin Annual General Meeting.

Mr. Shiv Vikram Khemka (DIN: 01214671) who retire s by rotation atthis meeting and being eligible has offered himself for re-aepointment. The Boardrecommends the re-appointment of Mr. Shiv Vikram Khemka as Director liable to retire byrotation The information in terms of Regulation 33 of SEBI (fisting Obligntions andDisclosure Requirements) Regulation s 2015 has been provided in the notes to the noticeconvening the AnnuaI General Meeting .

During the year under review Shri J.K. Jain Chief Financial Officerof the Company passed away on September 24 2020 and vacated the office on the said date.

Mr. Anil Bhardwaj General Manager (Finance and Accounts) wasre-designated as General Manager (Accounts) & Chief Financial Officer of the Companyon February 17 2021.

INDEPENDENT DIRECTORS' DECLARATION

Independent [Directors have confirmed and declared that they are notdisqualified to act as an Independent Director in compliance with the provisions ofSection 149 of the Companies; Act 201d. The Board confirms that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible; toact as independent

Directors.

BOARD MEETINGS

The details of number and dates of meetings held lay the Board and itsCommittees attendance of Directors and sitting fee/ commission/ remunerationpaid to them is given separately in the attached Corporate Governance Report.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act 2013 and Regulation 17(10) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Board its committees and of individual directors was carried out duringthe year under review. More details on the same are given in the Corporate GovernanceReport.

The performance evaluation of Independent Directors was done by theentire Board of Directors on February 10 2021 and in the evaluation the directors whowere subject to evaluation did not participate. The Board opined that the IndependentDirectors meet the criteria of persons with integrity and possess relevant expertise /experience including proficiency (where required) end fulfilling the conditions specifiedin the Act for appointment as Independent Directors and are independent of the Management.

NOMINATION AND REMUNERATION POLICY

The Remuneration Policy applies to Directors and senior managementpersonnel. The policy is approved by the Nomination and Remuneration Committee and theBoard.

The policy is available on the; company's website and web link for thesame is https://indagrubber.com/uplyads/document/ NRC-policy.pdf The policy is designed toattract motivate and retain manpower by creating congenial work environment andinculcating a sense of belonging besides offering appropriate remuneration packageand superannuation benefits. The appointment and remunehation of Executive [Directory isbased on merit and seniority nt person. Non- Executive Directors are paid pitting ree andcommission in accordance with the Companies Act 2013.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

Stakeholder Relantionship Committee comprised of Mr. RanjithaParameswar as Chairman (till March 31 2021)) and Mr. Nand Khemka end Mr. Kewal KrishanKapur as members. Mr. Ranjitha Parameswar vacated the position of Chairman of theCommittee due to completion of his tenure as Independent Director of the Company witheffect from March 31 2021 and Mr. Harjiv Singh was appointed as the Chairman of theCommittee (with effect from April 012021). The detail. of terms of reference of theCommittee member dates of meetings heId and attendance of the Directors are givenseparately in the Corporate Governance Report.

AUDIT COMMITTEE

Audit Committee comprised of Mr. Ranjitha Parameswar as Chairman (tillMarch 312021) and Mr. Nand Khemka and Mr. Prithvi Raj Khanna as members. Mr. RanjithaParameswar vacated the position of Chairman of the Committee due to completion of histenure as Independent Director of the Company with effect from March 31 2021. Mr. PrithviRaj Khanna was nominated as the Chairman of the Committee and Mr. Harjiv Singh wasappointed as a member of the Committee with effect from April 012021. The detailsof terms of reference of the Audit Committee member dates of meeting held and attendanceof the Directors are given separately in the Corporate Governance Report.

VIGIL MECHANISM

Company has a vigil mechanism for directors and employees to reporttheir concerns about: unethical behavior actual or suspected fraud or violation of thecompeny's Code of Conduct. The mechanism provides for adequate safeguards against:victimizanon of effectors and employees who avail of the mechanism. In exceptional casesdirectors and employees have direct access to the Chairman of the Audi Committee. VigilMecnanism (Whistle Blower Policy) is available on the company's website.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT2013

The company has a policy on prohibition prevention and redressal ofsexual harassment of women at workplace and matters connected therewith or incidentalthereto covering all the aspects as contained under "Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013".

The company has complied with the provision relating to constitution ofInternal Complaints Redressal Committee under the Act.The Internal Committee composed ofinternal members and an external member who has extensive experience in the field.

During the financial year 2020-2021 tine details of the complaint wereas under-

1. Number of complaints filed during the financial year Nil
2. Number of complaints disposed of during the financial year Not Applicable
3. Number of complaints pending as on end of the financial year Nil

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGAND OUTGO

The particulars required to be furnished under Section 134(3)(m) of theCompanies Act 2013 read with Companies (Account) Rules 2014 are set out in Annexure‘I' which forms part ofthe report.

COMMITMENT TO QUALITY AND ENVIRONMENT

Indag recognizes quality and productivity as a pre-requisite for itsoperations and has implemented ISO 9001:2015 standards and ISO 14001:2015 standards.

Anti-polluticn systems are fully installed and operational. Continuousefforts to preserve the environment are pursued.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee comprised of Mr. Nand Khemkaas the Chairman and Mr. Prithvi Raj Khanna Mr. K.K. Kapur *Mr. Shiv Vikram Khemka and*Mr. Uday Harsh Khemka as the members. (*Appointed as members of the Committee with effectfrom August 27 2020.)

During the year we contiued CSR activities towards improving thequality of life interalia of the community in and around Nalagarh through healthprograms education and better agricultural and dairy farming practices. We also continuedour support to five (5) Navi Disha Schools at Nabha engaged in imparting education tounder privileged students. Details about CSR policy and initiatives taken by the Companyduring the year are available on company's website www.indagrubber.com

The web-link of the same ishttps://indagrubber.pom/uploads/dpcument/CSR-Policy.pdf Report on CSR activities is givenin Annuxure ‘II' forming part of this report.

PARTICULARS OF EMPLOYEES

Information in accordance with the; provisions of Section 134(3)(q) andSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 regarding employees isgiven in Annexure ‘III'.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has a subsidiary company namely SUN-AMP Solar IndiaPrivate Limited a step-down subsidiary namely Samyama Jyothi Solar Energy PrivateLimited and a joint venture namely Sun Mobility EV Infra Private Limited. The company hasperiodically reviewed the matters pertaining to its suhsidiary step down subsidiary andjoint venture and found it satisfactory.

During the year under review SUN-AMP Solar India Private Limited(Subsidiary) has entered into a transaction for sale of 100%o equity shareholding ofSamyama Jyothi Solar Energy Private Limited (Step-down Subsidiary of Indag) to NextPowerIIl Singapore Holdco Pte. Ltd. After completion of the aforesaid transaction SamayamaJyothi will cease to be a subsidiary of SUN-AMP and steps-down subsidiary op IndagfHowever SUN-AMP Solar India Private Limited will continue to remain a non-materialsubsidiary of Indag.

A statement containing salient features of the financial statements ofthe Company's subsidiary steps down subsidiary and joint venture is attached to thefinancial statements of the Company in From AOC-1 as Annexure IV'.

Copies op the financial statement of the subsidiary and joint venturecompanies will be available on (he Company's website www.indagrubber.com. The company hanframed a Policy for determining Material Subsidiary. Contribution of subsidiary(ies) tothe overall pereormance of the company is given in Note "45" of the consolidatedfinancial statements.

RELATED PARTY TRANSACTIONS

All related party transactions entered by the company during thefinancial year were in the ordinary course of business and at arm's length basis wereentered with the omnibus/prior approval of the Audit Committee which were periodicallyplaced before the Board for review. The details of the transactions with related party areprovided in the company's financial statements in accordance with the AccountingStandards.

The statement containing details of the Related Party transactions ofthe Company in Form AOC-2 is enclosed as Annexure ‘V'.

The company has a policy on materiality of and dealing withRelated Party Transactions as approved by the Board which is available at its websitewww.indagrubber.com.

AUDITORS

Khanna & Annadhanam Chartered Accountants Statutory Auditors ofthe Company were appointed in the 38th Annual General Meeting held on June 19 2017 tohold office until the conclusion of 43rd Annual General Meeting.

There are no qualifications or reservation or remarks made by theAuditors in their Report.

SECRETARIAL AUDIT

Secretarial Audit was conducted during the year by the SecretarialAuditor RMG & Associates Practicing Company Secretaries. The Secretarial AuditorsReport is attached as Annexure ‘VI'. There are no qualifications orobservations or remarks made by the Secretarial Auditor thair report.

COST AUDITORS

Based on the recommendation of Audit Committee the Board approved theappointment of Shome & Banerjee Cost Accountants as the Cost Auditors of the companyfor the financial year 2021-2022 at a remuneration of Rs. 150000/- plus out of pocketexpenses and taxes. The proposed remuneration of the Cost Auditors would be approved bythe members in the ensuing General Meeting.

In terms of Section 148 of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 the cost accounts and records are being made andmaintained by the company.

Cost /Audit Repsrt for the financial year ended on March 312020 wasfiled on September 14 2020. REPORTING OF FRAUDS BY AUDITORS

During) the year under review none of the Auditors have reported tothe Audit Committee or to the Board under section 143(12) of the Companies Act 2013any instances of fraud committed against the Company by its officers or employees.

LOANSGUARANTEESORINVESTMENTS

The company has made investments In securities of other bodycorporate(s) and given guarantees in the ordinary course of its businesst thedetails of which are given in Note ‘5 & 11' to Financial Statements which arewithin the limits prescribed under Scction 186 of the Companies Act 2013.

DEPOSIT

Your comqany has not accepted any deposit and accordingly no amountwas outstanding as at the Balance Sheet date.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the yean under review asstipulated under SEBI (Listing Obligations and Disclosure Renuirements) Regulations 2015is annexed herewith as Annexure ‘VII' to this Report.

The development and implementation of rise management policy has beencovered in the Management Discussion and Analysis Report.

EXTRACT OF ANNUAL RETURN

The particular required to be furnished under Section 92(3) read withSection 134(3) of the Companies Act 2013 and with Companies (Management andAdministration) Rules 2014 as prescribed is available at company's website link athttps://indagrqlrloer.com/investorrelation/cietail/'l/'l LISTING

The equity shares of your Company are listed on the BSE Limited.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and theCompany has established connectivity with both the depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited

(CDSL). In view of the numerous advantages offered by the depositorysystem members are requested to avail the facility of dematerialization of shares witheither of the depositories as aforesaid. As on March 31202199.07% of the sharecapital stands dematerialized.

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Companyon Corporate Governance is included in the Annual

Report.

CODE OF CONDUCT

Directors key managerial personnel and senior management of thecompany have confirmed compliance with the Code of Conduct applicable to the directors andemployees of the company and the declaration in this regard made by the CEO & WholeTime Director forms a part of this report of the directors. Code of Conduct is availableon the company's website www.indagrubber.com.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The certificate from RMG & Associates Practicing CompanySecretaries confirming compliance with the requirements of Corporate Governance asstipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part oR the Annual report.

COMPLIANCE WITH SECRETARIAL STANDARD

Secretarial Standard 1: Meetings of the Board of Directors andSecretarial Standard 2: General Meetings as applicable have been complied with by thecompany.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSEACCOUNT-

Particulars Number of shareholders Number of shares
A. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year 117 38275
B. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year NIL NIL
C. Number of shareholders to whom shores were transferred from suspense account during the year NIL NIL
D. Numbier of shareholders who have not: claimed dividend for last 7 years and whose shares have been transferred to IEPF account of MCA from Demat Suspense Account 35 11275
E. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year The voting rights; on these shares shall remain frozen till the rightful owner of such shares claim the shares 82 27000

ANNEXURES FORMING A PART OF BOARD'S REPORT

The Annexure referred to in this Report arid other information whichare required to be disclosed are annexed herewith and form a part of this; Report:

Annexure Particulars
I Particulars of Conservation of Energy Technology Adsorption and Foreign Exchange Earnings and Outgo
II Report on Corporate Social Responsibility
III Particulars of Employees under Section 134(3)(q) end Section 197(12) of the Companies Act 2013
IV Form AOC-1
V Form AOC-2
VI Secretarial Audit: Report
VII Management Discussion and Analysis Report

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectivesexpectations and/or anticipations may be forward looking within the meaning of applicableSecurities Law and Regulations.

Actual results may differ materially from those stated in thestatement. Important factors that could influence the Company's operations includeglobal and domestic supply and demand conditions affecting selling prices of finishedgoods availability of inputs and their prices changes in the Government policiesregulations tax laws economic developments within the country and outside and otherfactors such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-lookingstatements which may undergo changes in future on the basis of subsequent developmentsinformation or events.

DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors wish to inform members that the Audited Account'scontaining Financial Statements for the Financial Year 2020-21 are in conformity with therequirements of the Companies Act 2013. They believe that the Financial Statementsreflect fairly the form and substance of transactions carried out during the year andreasonably present the Company's financial condition and results of operation.

In terms of provisions of Section 134(3)(c) of the Companies Act 2013your Directors further confirm as under:

i) That in preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

ii) That the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end offinancial period and of profir or loss of the Company for that period;

iii) That the Directors had taken proper and sufficient: care for themaintenance of adequate accounting records in accordances with the provisions of the Actfor safeguarding the assets of the Company and for preventing add detecting fraud andother irregularities;

iv) That the Directors have prepared the annual accounts on a"going concern basis" .

v) That the Directors had laid down internal financiaI controls fo befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

vi) That the Directors had devised proper system to ensure compliancewith the provision of all applicable laws and that such systems were adequate andoperating effectively

The Company's Internal Auditors have conducted periodic audits toprovide reasonable assurance that the Company's approved policies and procedures have beenfollowed.

APPRECIATIONS

Your Directors wish to place on record their appreciation for thecontinuous support received from the members customers suppliers bankers variousstatutory bodies of the Government of India and the Company's employees nt all levels.

.